Exhibit 10.41


 


CAPMARK FINANCIAL GROUP INC.


 


SEVERANCE PAY PLAN


 


Capmark
Financial Group Inc. (the “Company”), formerly known as GMAC Commercial Holding
Corp., heretofore established the GMAC Commercial Holding Corp. Severance Pay
Plan (the “Plan”) to provide salary continuation benefits for its eligible
Employees and the eligible employees of it subsidiaries whose employment is
terminated involuntarily under certain specified terms and conditions. The
Company hereby amends, completely restates and renames the Plan as the Capmark
Financial Group Inc. Severance Pay Plan.


 


The
Plan as amended, restated and renamed as set forth herein is effective as of
the date specified in subsection 1(j).


 


i

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
   

  	
  Page

  
	
  1

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Administrator
  or Plan Administrator

  	
  1

  
	
   

  	
   

  	
  (b)

  	
  Base
  Pay Rate

  	
  1

  
	
   

  	
   

  	
  (c)

  	
  Board
  of Directors

  	
  1

  
	
   

  	
   

  	
  (d)

  	
  Code

  	
  1

  
	
   

  	
   

  	
  (e)

  	
  Company

  	
  1

  
	
   

  	
   

  	
  (f)

  	
  Employee

  	
  1

  
	
   

  	
   

  	
  (g)

  	
  ERISA

  	
  2

  
	
   

  	
   

  	
  (h)

  	
  Fiduciary

  	
  2

  
	
   

  	
   

  	
  (i)

  	
  Participating
  Company

  	
  2

  
	
   

  	
   

  	
  (j)

  	
  Plan

  	
  2

  
	
   

  	
   

  	
  (k)

  	
  Plan
  Year

  	
  2

  
	
   

  	
   

  	
  (l)

  	
  Qualifying
  Severance

  	
  3

  
	
   

  	
   

  	
  (m)

  	
  Related
  Entity

  	
  3

  
	
   

  	
   

  	
  (n)

  	
  Service

  	
  3

  
	
   

  	
   

  	
  (o)

  	
  Termination
  for Cause

  	
  3

  
	
   

  	
   

  	
  (p)

  	
  Weekly
  Pay Rate

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  PLAN ADMINISTRATION

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  ERISA
  Reporting and Disclosure

  	
  5

  
	
   

  	
   

  	
  (b)

  	
  Administrative
  Committee

  	
  5

  
	
   

  	
   

  	
  (c)

  	
  Multiple
  Capacities

  	
  5

  
	
   

  	
   

  	
  (d)

  	
  Duties

  	
  6

  
	
   

  	
   

  	
  (e)

  	
  Allocation
  of Fiduciary Responsibilities

  	
  7

  
	
   

  	
   

  	
  (f)

  	
  Claims

  	
  8

  
	
   

  	
   

  	
  (g)

  	
  Fiduciary
  Compensation

  	
  9

  
	
   

  	
   

  	
  (h)

  	
  Plan
  Expenses

  	
  10

  
	
   

  	
   

  	
  (i)

  	
  Indemnification

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  PARTICIPATION IN THE PLAN

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Eligible
  Employee

  	
  11

  
	
   

  	
   

  	
  (b)

  	
  Ineligible
  Employee

  	
  11

  
	
   

  	
   

  	
  (c)

  	
  Commencement
  of Participation

  	
  12

  
	
   

  	
   

  	
  (d)

  	
  Cessation
  of Participation

  	
  12

  



 


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  4

  	
   

  	
  QUALIFICATION FOR BENEFITS

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  General
  Rule

  	
  13

  
	
   

  	
   

  	
  (b)

  	
  Sale
  Exception

  	
  13

  
	
   

  	
   

  	
  (c)

  	
  Job
  Transfer Exception

  	
  13

  
	
   

  	
   

  	
  (d)

  	
  Location
  Transfer Exception

  	
  14

  
	
   

  	
   

  	
  (e)

  	
  Outsourcing
  Exception

  	
  14

  
	
   

  	
   

  	
  (f)

  	
  Transfer
  to Temporary Status Exception

  	
  14

  
	
   

  	
   

  	
  (g)

  	
  Notice
  Period Condition

  	
  15

  
	
   

  	
   

  	
  (g)

  	
  Release
  Requirement

  	
  15

  
	
   

  	
   

  	
  (i)

  	
  Other
  Exclusions

  	
  15

  
	
   

  	
   

  	
  (j)

  	
  Discretion

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  AMOUNT OF BENEFIT

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Formula

  	
  17

  
	
   

  	
   

  	
  (b)

  	
  Offset

  	
  18

  
	
   

  	
   

  	
  (c)

  	
  Crediting
  Service

  	
  18

  
	
   

  	
   

  	
  (d)

  	
  Status
  as Employee

  	
  19

  
	
   

  	
   

  	
  (e)

  	
  Payment

  	
  19

  
	
   

  	
   

  	
  (f)

  	
  Funding
  Medium

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6 

  	
   

  	
  AMENDMENT AND TERMINATION

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Amendment

  	
  20

  
	
   

  	
   

  	
  (b)

  	
  Termination
  of the Plan

  	
  20

  
	
   

  	
   

  	
  (c)

  	
  No
  Vesting

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
  PARTICIPATION BY AFFILIATES

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Commencement

  	
  21

  
	
   

  	
   

  	
  (b)

  	
  Termination

  	
  21

  
	
   

  	
   

  	
  (c)

  	
  Single
  Plan

  	
  21

  
	
   

  	
   

  	
  (d)

  	
  Delegation
  of Authority

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
  MISCELLANEOUS

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Non-Alienation

  	
  22

  
	
   

  	
   

  	
  (b)

  	
  Rights

  	
  22

  
	
   

  	
   

  	
  (c)

  	
  Incapacity

  	
  22

  
	
   

  	
   

  	
  (d)

  	
  Law
  Governing

  	
  23

  
	
   

  	
   

  	
  (e)

  	
  Pronouns

  	
  23

  



 


iii

















 


1.   DEFINITIONS


 


(a)          “Administrative Committee” or “Committee”
means the individual or group of individuals designated pursuant to subsection
2(b) to control and manage the operation and administration of the Plan to
the extent set forth herein; provided, however, the Company shall be the “administrator”
or “plan administrator” with respect to ERISA and any reporting or disclosure
obligation of the Plan under applicable law.


 


(b)         “Base Pay Rate” means (i) the
annual base salary rate as of the date of employment termination or transfer to
a temporary status under subsection 4(f) for an eligible Employee
compensated on a salaried basis or partly on a salaried basis and partly on a
commission basis, (ii) the straight time hourly rate as of the date of
employment termination or transfer to temporary status under subsection 4(f) for
an eligible Employee compensated on an hourly basis or (iii) an annual
salary of $50,000 for an eligible Employee compensated entirely on a commission
basis.


 


(c)          “Board of Directors” means the
Board of Directors of the Company.


 


(d)         “Code” means the Internal
Revenue Code of 1986, as amended, and the same as may be amended from time to
time.


 


(e)          “Company” means Capmark
Financial Group Inc.


 


(f)          “Employee” means each and every
person a Participating Company treats as an employee for purposes of
withholding federal income tax and payroll taxes. The term “Employee”
also includes a person who is a “leased employee” (within the meaning of
section 414(n) of the Code) with respect to a Participating Company except
that no person who is a “leased employee” or who a Participating Company
determines is not its employee for purposes


 


1

















 


of
wage withholding required under section 3401, et. seq. of the Code shall be
eligible to participate in this Plan or be deemed an “Employee” for
purposes of eligibility to participate in this Plan regardless of whether an
administrative agency or court rules that such person is a Participating
Company’s employee for any purpose.


 


(g)         “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended, and the same as may be
amended from time to time.


 


(h)         “Fiduciary” means a person who,
with respect to the Plan, (i) exercises any discretionary authority or
discretionary control respecting management of the Plan or exercises any
authority or control with respect to management or disposition of the Plan’s
assets, (ii) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other property of the Plan,
or has any authority or responsibility to do so, or (iii) has any discretionary
authority or discretionary responsibility in the administration of the Plan.


 


(i)                                “Participating
Company” means the Company and each Related Entity with respect to the
Company that has adopted or is deemed to have adopted the Plan as provided at Section 7.


 


(j)                                “Plan”
means the Capmark Financial Group Inc. Severance Pay Plan as set forth herein
effective as of March 23, 2006, and the same as may be amended from time
to time. The Plan is an amendment and complete restatement of the GMAC
Commercial Holding Corp. Severance Pay Plan. Notwithstanding the foregoing,
subsection 5(a)(v) and the last sentence of subsection 5(e) are
effective as of the Plan’s initial effective date.


 


(k)                             “Plan Year”
means the twelve-month period beginning each January 1st and ending on the
December 31st next following.


 


2

















 


(l)                                “Qualifying
Severance” means the termination of an eligible Employee’s employment
by a Participating Company for any reason, other than a Termination for Cause,
including but not limited to non-willful poor performance, inability to perform
the essential functions of the Employee’s position, elimination of the eligible
Employee’s position or the closing of all or a portion of the physical location
that is the eligible Employee’s principal work place, except as provided at
subsections 4(b)-4(i).


 


(m)                          “Related
Entity” means (i) all corporations which are members with a Participating
Company in a controlled group of corporations within the meaning of section
1563(a) of the Code, determined without regard to sections 1563(a)(4) and
(e)(3)(C) of the Code, (ii) all trades or businesses (whether or not
incorporated) which are under common control as determined by regulations
promulgated under section 414(c) of the Code, (iii) all trades or
businesses which are members of an affiliated service group with a
Participating Company within the meaning of section 414(m) of the Code and
(iv) any entity required to be aggregated with a Participating Company
under regulations prescribed under section 414(o) of the Code (to the
extent required by such regulations).


 


(n)         “Service” means the
period of an eligible Employee’s employment by a Participating Company in an
eligible job classification under subsections 3(a) and 3(b) as calculated
under subsection 5(c).


 


(o)         “Termination for Cause” means
termination of an eligible Employee’s employment due to the eligible Employee’s
(i) failure to follow the lawful directions, policies or procedures of the
Company or of the Participating Company that employs him, (ii) conduct
that would tend to hold the Company or any Related Entity in disrepute or
scandal, as determined by


 


3

















 


the
Committee in its sole discretion, (iii) breach of the Employee’s fiduciary
duty to the Company or any Related Entity, (iv) failure to perform any
material obligation of the Employee’s position, (v) gross neglect of
employment duties, or (vi) theft or any act of dishonesty or disloyalty
against the Company or any Related Entity.


 


(p)         “Weekly Pay Rate” means (i) for
an eligible Employee compensated on a salaried basis or partly on a salaried
basis and partly on a commission basis the eligible Employee’s Base Pay Rate
divided by 52, (ii) for an eligible Employee compensated on an hourly
basis the eligible Employee’s Base Pay Rate multiplied by the number of hours
the Employee regularly is scheduled to work, not to exceed 40 hours per week,
and (iii) for an Eligible Employee compensated entirely on a commission
basis $961.54 per week. Pay for one day shall be 20% of the Weekly Pay Rate.


 


4

















 


2.             PLAN
ADMINISTRATION


 


(a)           ERISA Reporting and Disclosure. The Company
shall file all reports and distribute to eligible Employees and beneficiaries
reports and other information required under ERISA or the Code.


 


(b)           Administrative Committee. The
Administrative Committee shall have the authority to control and manage the
operation of the plan and shall be the Plan’s “named fiduciary” within the
meaning of ERISA. Unless the Company acting through its Board of Directors or
appropriate executive officers designates a person or persons to serve as the
Committee, the Company’s senior human resources officer shall be the Committee.
If the Committee consists of more than two members, it shall act by majority
vote. The Committee may (i) delegate all or a portion of the
responsibilities of controlling and managing the operation and administration
of the Plan to one or more persons (hereinafter referred to as “delegates”) and
(ii) appoint such agents, investment advisers, counsel, physicians or
other representatives (hereinafter referred to as “advisers”) to render advice
with regard to any of its responsibilities under the Plan. The Committee may
permit or direct that a Participating Company designate a person or persons to
act as the “Committee” with respect to its participation in the Plan. Wherever
the term “Committee” is used herein in connection with the operation or
administration of the Plan, such term shall include all delegates appointed by
the Committee or any separate “Committee” appointed by any Participating
Company. The Company may remove, with or without cause, the Committee or any
Committee member. The Committee may remove, with or without cause, any delegate
or adviser designated by it.


 


(c)           Multiple Capacities. Any person may
serve in more than one


 


5

















 


fiduciary
capacity.


 


(d)         Duties. The
responsibility to control and manage the operation and administration of the
Plan shall include, but shall not be limited to, the performance of the
following acts:


 


(i)            the filing of all reports required
of the Plan other than those which are the responsibility of the plan
administrator under applicable law;


 


(ii)           the distribution to participants and
beneficiaries of all reports and other information required of the Plan other
than those reports and information required to be distributed by the plan
administrator under applicable law;


 


(iii)          the keeping of complete records of the
administration of the Plan;


 


(iv)          the promulgation of rules and
regulations for administration of the Plan consistent with the terms and
provisions of the Plan;


 


(v)           the establishment of a procedure for
carrying out a funding policy or method consistent with the Plan’s objectives
and ERISA’s requirements;


 


(vi)          the ruling on benefit claims and
appeals from claim denials or the designation of one or more claim fiduciaries
and claim appeals fiduciaries to discharge either or both of those functions;
and


 


(vii)         the interpretation of the Plan,
including the determination of any questions of fact arising under the Plan and
the making of all decisions required by the Plan.


 


The
Committee’s interpretation of the Plan and any actions and decisions taken in
reliance


 


6

















 


thereon
in good faith by the Committee shall be final and conclusive. The Committee may
correct any defect, or supply any omission, or reconcile any inconsistency in
the Plan in such manner and to such extent as shall be expedient to carry the
Plan into effect and shall be the sole judge of such expediency.


 


(e)          Allocation of
Fiduciary Responsibility. The Board of Directors, the Company, the
Committee, and the claim fiduciary and claim appeals fiduciary possess certain
specified powers, duties, responsibilities and obligations under the Plan. It
is intended under this Plan that each be responsible solely for the proper
exercise of its own functions and that each not be responsible for any act or
failure to act of another, unless otherwise responsible as a breach of its
fiduciary duty or for breach of duty by another Fiduciary under ERISA’s rules of
co-fiduciary responsibility. In general:


 


(i)            the Board of Directors may, but is
not required to, designate the Committee;


 


(ii)           the Committee is responsible for
discharging its duties under subsection 2(d) and for amending or
terminating the Plan; provided, however, the Committee may delegate any power
or duty it has under the Plan, including, but not limited to, the power to
amend or terminate the Plan, to any officer or Employee of the Company or a
Related Entity or to any other person or entity, in which case such delegee,
and not the Committee, shall be responsible for exercise of the delegated
functions;


 


(iii)          The Committee is the “named fiduciary”
(within the meaning of ERISA) for the Plan;


 


(iv)          the Company is responsible for
discharging the statutory


 


7

















 


duties
of a plan administrator and any reporting and disclosure requirement of, or in
connection with, the Plan under applicable law; and


 


(v)           the claim fiduciary and claim appeals
fiduciary have the responsibility to rule on claims and appeals of denied
claims, respectively, as set forth in subsection 2(f).


 


(f)          Claims. Any Employee
(a “claimant”) who does not receive a benefit under the Plan that the claimant
believes he is entitled to receive may make a written claim to the claim
fiduciary, explaining the reasons for such claim. The claimant will be informed
of the claim fiduciary’s decision with respect to the claim within 90 days
after it is filed. Under special circumstances, the claim fiduciary may require
an additional period of not more than 90 days to review the claim. In that case,
the claim fiduciary will provide the claimant with written notice of the
extension, the reasons for it and the date by which the determination will be
made. If pursuant to the rules, regulations or other interpretations of the
Plan, the claim fiduciary denies the claim of an Employee for benefits under
the Plan, it shall provide written notice, setting forth in a manner calculated
to be understood by the claimant:


 


(i)            the specific reasons for such
denial;


 


(ii)           the specific reference or references
to the Plan provisions on which the denial is based;


 


(iii)          a description of any additional
material or information necessary to perfect the claim and an explanation of
why such material or information is needed;


 


(iv)          an explanation of the Plan’s claim
review procedure and the time limitations of this subsection applicable
thereto; and


 


8

















 


(v)           a statement of the claimant’s right
to bring a civil action under Section 502(a) of ERISA following an
adverse benefit determination on review. An Employee whose claim for benefits
has been denied may request review by the claim appeals fiduciary of the denied
claim by the notifying such fiduciary in writing within 60 days after receipt
of the notification of claim denial. As part of said review procedure, the
claimant or his authorized representative may review pertinent documents and
submit issues and comments to the appeals fiduciary in writing. The appeals
fiduciary shall render its decision to the claimant in writing in a manner
calculated to be understood by the claimant not later than 60 days after
receipt of the request for review, unless special circumstances require an
extension of time, in which case decision shall be rendered as soon after the
sixty-day period as possible, but not later than 120 days after receipt of the
request for review. The decision on review shall state (i) the specific
reasons for the adverse benefit determination and the specific Plan references
on which it is based, (ii) a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to and copies of
all documents, records and other information relevant to the claim and (iii) a
statement of the claimant’s right to bring a civil action under Section 502(a) of
ERISA. The decision of the claim appeals fiduciary is final and binding on all
parties.


 


(g)           Fiduciary
Compensation. A Committee member, delegate, or adviser who already
receives full-time pay from a Participating Company or a Related Entity shall
serve without compensation for his services as such, but he shall be reimbursed
pursuant to subsection 2(h) for any reasonable expenses incurred by him in
the administration of the Plan. A Committee member, delegate, or adviser who is
not already receiving full-time pay from a Participating Company or a Related
Entity may be paid such reasonable compensation as shall be agreed upon.


 


9














 


(h)                            Plan Expenses. All expenses of administration of
the Plan shall be paid by the Company.


 


(i)                                Indemnification. Each member of the Committee, and
any other person who is an Employee or director of a Participating Company or a
Related Entity shall be indemnified and held harmless by the Company against
and with respect to all damages, losses, obligations, liabilities, liens,
deficiencies, costs and expenses, including without limitation, reasonable
attorney’s fees and other costs incident to any suit, action, investigation,
claim or proceedings to which he may be a party by reason of his performance of
functions and duties under the Plan, except in relation to matters as to which
he shall be held liable for an act of willful misconduct in the performance of
his duties. The foregoing right to indemnification shall be in addition to such
other rights as the Committee member or other person may enjoy as a matter of
law or by reason of insurance coverage of any kind. Rights granted hereunder
shall be in addition to and not in lieu of any rights to indemnification to
which the Committee member or other person may be entitled pursuant to the
by-laws of the Company, any Participating Company or any Related Entity.


 


10

















 


3. PARTICIPATION IN THE PLAN


 


(a)                             Eligible Employee.
An Employee of a Participating Company, other than an Employee excluded under
subsection 3(b), who on the date such person ceases to be an Employee or has a
transfer date under subsection 4(f) is employed on a regular basis as a
full-time Employee or part-time Employee scheduled to work a minimum of 20
hours per week shall be eligible to participate.


 


(b)                            Ineligible Employee.
An Employee in any of the categories listed below shall not be eligible to
participate.


 


(i)                       An Employee who accepts employment under a
letter agreement or other written contract that provides that the Employee (A) accepts
employment on a part-time temporary basis and (B) is not eligible for coverage, participation or benefits under this Plan
or under any Participating Company or employer-provided or employer-sponsored
benefit plan, program or arrangement shall not be eligible.


 


(ii)                    An Employee who is a non-resident alien and
who receives no earned income (within the meaning of section 911(d)(2) of
the Code) from a Participating Company which constitutes income from sources
within the United States (within the meaning of section 861(a)(3) of the
Code shall not be eligible.


 


(iii)                 A person who a Participating Company
determines is an independent contractor or is not its employee for purposes of
federal income tax withholding, regardless of whether an administrative agency
or court rules that such person is an employee for any purpose shall not
be eligible.


 


11

















 


(iv)                An Employee whose terms and conditions
of employment are governed by a collective bargaining agreement shall not be
eligible to participate unless such collective bargaining agreement provides
for participation, in which case such Employee shall be eligible to participate
in accordance with and after compliance with such provisions for eligibility
and participation as such collective bargaining agreement shall provide.


 


(v)                   An Employee who has a written
employment agreement or other written agreement that provides for severance
payments or other payments in connection with termination of employment shall
not be eligible.


 


(vi)                An Employee who is employed in a
location outside of the United States and the laws of jurisdiction in which the
Employee is employed require severance payments different from those provided
for under this Plan shall not be eligible.


 


(c)                        Commencement of Participation. Each eligible Employee shall become a Participant in the Plan
on the first day of employment with a Participating Company in an eligible
capacity, except as provided at subsection 7(a).


 


(d)                       Cessation of Participation. A Participant shall cease to be a
Participant as of the earlier of:


 


(i)                       the date on which the Plan
terminates; or


 


(ii)                    the date on which he ceases to be
an eligible Employee.


 


12

















 


4. QUALIFICATION FOR BENEFITS


 


(a)                        General Rule.
An eligible Employee shall receive benefits upon termination of employment if,
but only if, (i) the reason for the termination of the eligible Employee’s
employment constitutes a Qualifying Severance that is not excepted from benefit
eligibility under any of subsection 4(b), (c), (d), (e) or (f), (ii) the
eligible Employee satisfies the continuation of employment requirement of
subsection 4(g), the release requirement of subsection 4(h) and (iii) no
exclusion under subsection 4(i) applies. An Employee who is not an
eligible Employee on the date he ceases to be an Employee shall not be eligible
for benefits under this Plan.


 


(b)                       Sale Exception.
None of (i) the sale of a Participating Company to an unrelated party, (ii) the
sale of all or any part of the business of any Participating Company to an
unrelated party or (iii) the transfer of any part of the business of any
Participating Company to any joint venture or other business entity in which a
Participating Company has an equity interest shall be deemed a Qualifying
Severance if the eligible Employee is offered employment with the purchaser, an
affiliate of the purchaser, the joint venture or other entity resulting from
the transfer with base pay that is reasonably comparable, as determined by the
Committee, to the Base Pay Rate the eligible Employee received prior to the
sale, regardless of whether the eligible Employee accepts such employment.


 


(c)                        Job Transfer Exception.
The elimination of an eligible Employee’s position shall not be deemed a
Qualifying Severance if any Participating Company or any Related Entity offers
the eligible Employee employment with base pay that is reasonably comparable,
as determined by the Committee, to the Base Pay Rate the eligible Employee


 


13

















 


received in the eliminated job at the Employee’s current work place or
a location that is not more than 25 miles from the Employee’s current principal
work place, regardless of whether the eligible Employee accepts such
employment.


 


(d)                            Location Transfer
Exception. The elimination of an eligible Employee’s position shall not be
deemed a Qualifying Severance if any Participating Company offers the eligible
Employee a position substantially identical to the Employee’s current position
or a position that satisfies subsection 4(c) at a location that is not
more than 25 miles from the eligible Employee’s current principal work place.


 


(e)                             Outsourcing Exception.
The elimination of an eligible Employee’s position as a result of a transfer of
the function or service the eligible Employee performed to a contractor shall
not be deemed a Qualifying Severance if the contractor offers the eligible
Employee employment in connection with the contractor’s provision of services
to any Participating Company with base pay that is reasonably comparable, as
determined by the Committee, to the Base Pay Rate the eligible Employee was
receiving on the employment termination date, regardless of whether the
eligible Employee accepts such employment. Further, if an Employee becomes an
independent contractor with respect to any Participating Company or Related
Entity, the termination of such person’s employment as a result of such change
in status shall not be deemed a Qualifying Severance.


 


(f)                               Transfer
to Temporary Status Exception. If the elimination of an eligible Employee’s
position for any reason would have been deemed a Qualifying Severance and the
eligible Employee accepts temporary employment with a Participating Company,
the termination of the eligible Employee’s employment as a temporary employee
shall be deemed a Qualifying


 


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Severance if the reason for the transfer to temporary status would have
been a Qualifying Severance but for this subsection 4(f) and none of
subsection 4(g), (h) or (i) applies.


 


(g)                            Notice Period Condition. An eligible Employee shall not be
eligible for benefits under this Plan if the eligible Employee (i) terminates
employment prior to the date a Participating Company designates as the
employment termination date in the notice of employment termination given to
the eligible Employee or (ii) accepts employment with a Participating
Company after notice of termination but prior to the date the Participating
Company designates as the employment termination date, regardless of the
compensation such employment provides.


 


(h)                            Release Requirement.
As a condition precedent to the receipt of benefits under this Plan, an
eligible Employee shall be required to execute (and not revoke) a written
release agreement in such form and containing such substance as the Company
requires. The form and content of the release agreement is not required to be
uniform among eligible Employees. The agreement may include, among other
provisions, a release whereby the Employee releases the Company, all
Participating Companies and all Related Entities and their officers, directors
and employees from any and all claims that the Employee had, has or may have
against any of them. In addition, the required agreement may also include
provisions precluding the Employee (i) from engaging in competition with
the Company or any Related Entity, (ii) soliciting clients or potential
clients of the Company or any Related Entity, (iii) soliciting any
employee of the Company or a Related Entity to terminate employment, and (iv) any
other provisions the Company specifies.


 


(i)                                Other Exclusions. Under no circumstance shall an
Employee receive


 


15

















 


benefits
under this Plan if the termination of his employment (i) constitutes a
Termination for Cause or (ii) is voluntary by the eligible Employee for
any reason, regardless if such termination occurs at or about the time such
eligible Employee’s position is eliminated for a reason that could constitute a
Qualifying Severance. Further, an Employee shall not be eligible for benefits
pursuant to this Plan if the Employee is entitled to compensation from the
Company or a Related Entity in connection with the termination of the Employee’s
employment pursuant to (i) an individual severance agreement, or (ii) a
plan or program that is applicable to a class or group of Employees that
includes the Employee and provides compensation contingent on the Employee’s
continuing employment for a period specified in such plan or program unless
specifically provided to the contrary in such agreement, plan or program. The exclusion
pursuant to this subsection shall apply regardless of whether the Employee
satisfies the requirements to receive payments under the applicable agreement,
plan or program.


 


(j)                                Discretion. The Committee, in its absolute discretion,
shall determine whether a Qualifying Severance has occurred or whether a
condition or exclusion exists that precludes the payment of Plan benefits.


 


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5. BENEFITS


 


(a)           Formula. The amount and duration of an eligible
Employee’s benefit under this Plan is determined based on the Employee’s status
as an exempt or non-exempt employee within the meaning of the Fair Labor
Standards Act, length of Service and Weekly Pay Rate.


 


(i)           Non-Exempt. For an eligible Employee who is a non-exempt
employee under the Fair Labor Standards Act, the benefit is two weeks of pay at
the Weekly Pay Rate for each year of service, with a minimum of four weeks and
a maximum of 40 weeks.


 


(ii)          Exempt.
For an eligible Employee who is an
exempt employee under the Fair Labor Standards Act, the benefit is three weeks
of pay at the Weekly Pay Rate for each year of service, with a minimum of six
weeks and a maximum of 40 weeks.


 


(iii)         Notice
Period. If termination is due to
layoff or job elimination, an eligible Employee shall receive additional
severance pay at the daily rate determined under subsection 1(p) for each
regularly scheduled work day, not to exceed 10, by which notification of layoff
or job elimination is less than two weeks before the final day of employment.


 


(iv)        Bonus. At the Company’s sole discretion after
consideration of the current year’s overall performance, the eligible Employee’s
business unit performance and the eligible Employee’s performance, the Company
may, but is not required to, pay the eligible Employee a percentage of the
bonus (other than a “sign on bonus” or other special payment) the eligible
Employee received for the prior calendar year.


 


(v)         Maximum
Amount. Notwithstanding any
provision of the Plan, the maximum amount that may be paid to any eligible
Employee under this Plan shall not exceed


 


17

















 


two times the lesser of (A) the Employee’s annual compensation (as
defined in reg.sec. 1.415-2(d) of the regulations under section 415 of the
Code) for employment services rendered for the calendar year preceding the
calendar year in which the separation from service occurred or (B) the
maximum amount that may be taken into account under a qualified plan pursuant
to section 401(a)(17) of the Code for the calendar year preceding separation
from service.


 


(b)         Offset. The Company shall have the absolute right to the maximum
extent permitted by law to set off against any benefit payable under this Plan
any amount the eligible Employee owes it or a Related Entity for any reason,
including, but not limited to, amounts owed as a result of overpayment of
wages, damage to or failure to return property, failure to pay a corporate
credit card balance, improper charges or costs resulting from the Employee’s
acts or failures to act, outstanding expenses the Employee is obligated to
reimburse or amounts necessary to pay a premium or other charge for any benefit
or other arrangement the Employee is eligible to continue with respect to the
period for which any Employee elected benefit is continued.


 


(c)          Crediting Service. An eligible Employee shall be
credited with Service for purposes of this Plan for employment as an Employee
in an eligible job classification or in a temporary position under subsection 4(f) measured
from the eligible Employee’s adjusted service date, as determined by the
Committee, to the date of employment termination. Notwithstanding the
foregoing, employment with an entity that is both prior to the effective date
under subsection 1(j) and prior to the date the individual’s employer
became a Participating Company or the business in which the individual was
employed was acquired by a Participating Company shall not be credited unless
otherwise provided in a separate agreement or Plan amendment. If an


 


18

















 


eligible Employee received benefits as a result of a prior Qualifying
Severance, then the period for which benefits have been paid attributable to
the preceding period of employment shall be deducted from the eligible Employee’s
Service in determining the duration for which benefits are payable with respect
to the most recent Qualifying Severance.


 


(d)         Status as Employee. An eligible Employee’s status as an
employee shall terminate on the earlier of the date specified in the notice of
termination of employment or last day the Employee provided services to a
Participating Company. The period for which benefits are paid under this Plan
shall not be treated as employment for any purpose except as specifically
provided to the contrary in any written plan or policy.


 


(e)          Payment. Each Participating Company shall determine whether the benefit
calculated under subsection 5(a) is payable in a lump sum or periodically
on regular pay dates following the employment termination date until the
benefit amount is fully distributed. All benefit payments shall be subject to
applicable federal, state and local income tax withholding, payroll taxes and
other applicable deductions. If a Participating Company rehires an Employee
before expiration of the period for which the Employee received benefits, the
Employee will be required to repay the Participating Company the amount of
benefit attributable to the period of time for which the Employee is
reemployed. Notwithstanding the foregoing, an Employees benefit must be paid no
later than December 31st of the second calendar year following
the calendar year in which the Employee’s separation from service occurs.


 


(f)          Funding Medium. The Plan shall be unfunded. The
Participating Companies shall not establish any separate trust fund or
segregated account as the source of benefit payments under the Plan.


 


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6. AMENDMENT AND TERMINATION


 


(a)          Amendments. The provisions of this Plan may be amended by action of the
Committee or its delegee from time to time and at any time in whole or in part.
Any such amendment and termination shall apply to each Employee and each former
Employee unless expressly provided to the contrary.


 


(b)         Termination of the Plan. The Company expressly reserves the
right to terminate the Plan in whole or in part at any time by action of the
Committee or its delegee. Termination of the Plan shall not result in any
vesting of or acceleration of benefits payable under the Plan


 


(c)          No Vesting. The benefits provided under this Plan are not subject to any
claim of vesting or nonforfeitability. Any amendment or termination of the Plan
shall apply to an Employee regardless of whether he has incurred or otherwise
would incur a Qualifying Severance.


 


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7. PARTICIPATION BY AFFILILATES


 


(a)           Commencement. Any Related Entity with respect to
the Company on the date this Plan as set forth herein becomes effective under
subsection 1(j) that is a domestic United States entity shall be a
Participating Company and shall be deemed to have adopted this Plan without the
necessity of any separate action unless the Board of Directors or the Committee
otherwise provides. Any business that becomes a Related Entity on a later date
shall be deemed to have adopted the Plan without the necessity of any separate
action effective on the date the Board of Directors or Committee specifies. The
Committee may specify a separate or special date on which persons in the employ
of a particular Participating Company first become eligible to participate in
this Plan. The Committee may limit participation for all or a class of employees
of any Participating Company or provide different benefit levels for all
employees or a class of employees of certain Participating Companies.


 


(b)           Termination. The Committee may determine at any time that any Participating
Company shall cease to participate in the Plan and cease to be a Participating
Company.


 


(c)           Single Plan. Except with respect to separate provisions applicable to a
particular Participating Company or a ruling by the separate Committee of a
Participating Company, the Plan shall at all times be administered and
interpreted as a single plan for the benefit of eligible Employees of all
Participating Companies.


 


(d)           Delegation of Authority. Each Participating Company hereby
delegates to the Company and the Committee all of their respective rights and
duties under the Plan.


 


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8. MISCELLANEOUS


 


(a)           Non-Alienation. Except as provided at subsection 5(b) with
respect to amounts owed to the Company or a Participating Company or as
otherwise required by law, none of the payments, benefits or rights of any
eligible Employee shall be subject to any claim of any creditor of such person
and, in particular, to the fullest extent permitted by law shall be free from
attachment, garnishment, trustee’s process, or any other legal or equitable
process available to any creditor of such Employee. No eligible Employee shall
have the right to alienate, anticipate, commute, pledge, encumber or assign any
of the benefits or payments that he may expect to receive under this Plan.


 


(b)           Rights. Neither the establishment of the Plan, nor any modification
thereof, nor the creation of any account, nor the payment of any benefit shall
be construed as giving any Employee, or any person whomsoever, any legal or
equitable right against the Company or a Related Entity or any person or entity
whatsoever, unless such right shall be specifically provided for in the Plan,
or as giving any Employee the right to be retained in the service of the
Company or any Related Entity. All Employees shall remain subject to discharge
to the same extent as if the Plan had never been adopted.


 


(c)           Incapacity  If the Committee determines that an eligible
Employee entitled to receive any benefit payment is under a legal disability or
is incapacitated in any way so as to be unable to manage financial affairs, the
Committee may make payments to such Employee’s legal representative or to a
relative or other person for the Employee’s benefit, or apply the payment for
the benefit of the Employee in such manner as the Committee determines is the


 


22

















 


Employee’s
best interest. Any payment of a benefit in accordance with the provisions of
this subsection shall be a complete discharge of the liability to make such payment.


 


(d)         Law Governing.
This Plan shall be construed, administered and applied in a manner consistent
with the laws of the Commonwealth of Pennsylvania where those laws are not
superseded by ERISA or other applicable federal law.


 


(e)          Pronouns. The use of the
masculine pronoun shall be extend to include the feminine gender and the
singular shall include the plural wherever appropriate.


 


IN WITNESS
WHEREOF, and as evidence of the adoption of this Plan by the Company, the
Company has caused the same to be executed by its officers duly authorized on
the 28th day of April, 2006.


 


 


	
   

  	
  CAPMARK FINANCIAL GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Linda Pickles

  
	
   

  	
   

  	
  Linda Pickles 

  EVP, HR

  



 


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