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CMO > SEC Filings for CMO > Form 8-K on 2-Apr-2009All Recent SEC Filings

Show all filings for CAPSTEAD MORTGAGE CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CAPSTEAD MORTGAGE CORP


2-Apr-2009

Change in Directors or Principal Officers, Financial Statements and Exhibi


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation/Termination of Named Executive Officer. On March 27, 2009, Capstead Mortgage Corporation (the "Company") and Anthony R. Page, Senior Vice President, Director of Commercial Mortgage Investments at the Company, mutually agreed on terms of his separation of service from the Company effective March 31, 2009. Mr. Page will continue to provide services to the Company in an advisory capacity on a temporary basis, as more fully described in item (c) below. The terms of the separation agreement were not material in amount or significance.
(c) On March 27, 2009, the Company entered into an Advisory Agreement, effective April 1, 2009 (the "Advisory Agreement"), with Mr. Page pursuant to which Mr. Page will provide services to the Company in an advisory capacity in connection with the Company's commercial mortgage loan investments for an initial term of six months, subject to certain extension provisions. The Advisory Agreement provides for the following payments: (i) a monthly base retainer fee of $30,000; (ii) a lump sum payment of $140,000 on September 30, 2009; (iii) under certain conditions, a lump sum payment equal to one percent (1.0%) of the outstanding aggregate principal balance of specified commercial mortgage loan investments; (iv) a contingency payment of between 0.25% and 0.50% of the aggregate principal balance recovered by the Company on specified commercial mortgage loan investments; (v) a contingency payment equal to 3.00% of the principal and interest recovered from the sale or disposition of the underlying collateral related to a specified commercial mortgage loan investment, up to a maximum contingency payment of $152,400; and (vi) reimbursement for reasonable business-related expenses. A copy of the Advisory Agreement is filed with this Form 8-K as Exhibit 10.1.



Item 9.01. Financial Statements and Exhibits.
(c) Exhibits

Exhibit No.    Description

10.1           Advisory Agreement, dated as of April 1, 2009, by and between Capstead
               Mortgage Corporation and Anthony R. Page (Confidential treatment has been
               requested with respect to the redacted portions of this agreement.)


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