c51774_ex10-3.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




Exhibit 10.3




Amendment No. 1 to Employment Agreement 


          This Amendment No. ] to the Employment Agreement dated June 26, 2004 (the “Agreement”) between Deerfield
Capital Management LLC (“DCM”) and Luke Knecht (“Employee”) is dated August 18,
2006. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement. 


          In consideration of DCM’s continued employment of Employee and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DCM and Employee
hereby agree to amend the Agreement as follows: 


          1. Term. 

	          	          (a)
          The introductory language of Section I and the first sentence of Section
          1 (a) of the Agreement are deleted in their entirety and replaced with
          the following: 

                 “1. Employment. Deerfield
          hereby continues to employ Employee as Senior Managing Director, Chief
          Operating Officer, and Chief Risk Officer. Employee hereby agrees to
          continue such employment and agrees to perform the duties and responsibilities
          hereunder in accordance with the terms and conditions hereinafter set
          forth. 

                 (a) Term.
          The term of Employee’s employment under this Agreement began on
          July 22, 2004 and shall conclude on July 22, 2009, unless sooner terminated
          according to Section 3 (the “Term”).” 

                 (b)
          The brackets and the footnote in Section 1 (b) of the agreement are
    deleted in their entirety. 

	 	 
	          2. Base
          Salary. Section 2(a) of the Agreement
    is deleted in its entirety and replaced with the following: 
	 	 
	 	          “(a) Base
          Salary. From and after August
          5, 2005, Employee shall receive a base salary of no less than $400,000
          per year (the “Base  Salary”),
          payable in accordance with the payroll practices of Deerfield as in
    effect from time to time.” 
	 	 
	          3. Bonus.
        The text of Section 2(b) of the Agreement beginning with “; provided, however” is
    deleted in its entirety and replaced with the following: 
	 	 
	 	          “.
        Notwithstanding the foregoing, with respect to each fiscal year completed
        during the Term, commencing with the 2006 fiscal year, Employee’s
        total bonus(es) for each such year shall be no less than $375,000 (the “Guaranteed
        Bonus”). If this Agreement
        is not renewed or otherwise extended after July 22,2009, Employee shall
    receive a pro-rated Guaranteed Bonus for 2009, in the amount of $208,561.” 


 











	          	4. Termination. 

                 (a)
          Section 3(a)(i) of the Agreement is amended to replace both occurrences
          of the phrase “the day preceding the third anniversary of the
          Effective Date” with “July 21, 2009”. 

                 (b)
          Section 3(a)(ii)(A) of the Agreement is amended to replace the phrase “the
          third anniversary of the Effective Date” with “July 22, 2009” and
          Section 3(a)(ii)(B) is deleted in its entirely and replaced with the
          following: “Deerfield shall pay to Employee the Guaranteed Bonus
          in accordance with the normal payroll and bonus payment practices of
          Deerfield, but in no event later than 90 days
          following the end of the relevant fiscal period.” Section 3(a)(ii)
          is also amended by adding the following sentence after the end of the
          first sentence: “(For the avoidance of doubt, if such termination
          occurs in 2009, Employee shall receive a pro-rated portion of the Guaranteed
          Bonus.)” 

                 (c)
          Section 3(b)(ii)(B) of the Agreement is amended to change “commission” to “admission
          to or conviction”. 

                 (d)
          Section 3(b)(ii)(C) of the Agreement is amended to add “and known
          to Employee” after the phrase “applicable to Employee”. 

                 (e)
          Section 3(b)(ii)(D) of the Agreement is amended to add “provided
          such policies are known to employee” after the phrase “applicable
          to Employee”. 

                 (f)
          Section 3(b)(ii)(G) of the Agreement is amended to add “materially” after
          the phrase “determined to be” and to change “discretion” to “judgment”. 

                 (g)
          Section 3(c) of the Agreement is amended to add the following at the
          end of the second sentence: “,and the pro-rated portion of the
          Guaranteed Bonus specified in Section 2(b) for the year in which the
          termination occurs.” 

       5. Non-Competition. 

                 (a) Section 6(a) of the Agreement
    is amended: 

	 	 
	 	          	          (i)
          to replace all three occurrences of the phrase “the day preceding
          the third anniversary of the Effective Date” with “July 21,
          2009”; and 

                 (ii)
          to replace each occurrence of the phrase “the third anniversary
          of the Effective Date” other than the three occurrences referenced
    in Section 6(a) above with “July 22, 2009”. 

	 	 
	 	          (b)
        Section 6(b)(v) of the Agreement is amended to add the following to the
    beginning of said section: “if Employee is terminated with Cause,”. 

 

 

 













          6. Except as expressly amended herein, all terms and provisions of the Agreement shall remain in full force and effect. 


          The parties have executed this Amendment No. 1 to Employment Agreement as of the date set forth above. 

	 		 		
     /s/ Luke Knecht                                    
	 		 		
Luke Knecht	
	 

	
	
Deerfield Capital Management LLC		 		 	
	 

	
	 

	
	
By:      /s/
Gregory Sachs                      	 		 	
	
Name:     Gregory
Sachs                       		 		 	
	
Title:     CEO