Exhibit
10.1


CLAYTON HOLDINGS, INC.


NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION PROGRAM


I.                                         INTRODUCTION


The Clayton
Holdings, Inc. Non-Employee Directors’ Deferred Compensation Program (the “Program”),
effective July 25, 2007, is established pursuant to the Clayton Holdings, Inc.
2006 Stock Option and Incentive Plan (the “Plan”) and permits a Director who is
not an employee (a “Non-Employee Director”) of Clayton Holdings, Inc.
(the “Company”) to defer receipt of the cash compensation payable to him by the
Company.


II.                                     ADMINISTRATION


The Program shall
be administered by the Compensation Committee of the Board of Directors of the
Company (the “Committee”).  The Committee
shall have complete discretion and authority with respect to the Program and
its application, except as expressly limited by the Program.


III.                                 ELIGIBILITY


All Non-Employee
Directors are eligible to participate in the Program.


IV.                                DEFERRAL
OF CASH FEES


A Non-Employee
Director may elect in advance to defer the receipt of all Cash Fees payable under
the Company’s Non-Employee Directors’ Compensation Plan, as amended (the “Eligible
Payments”).  To make an election to defer
any Eligible Payments, the Non-Employee Director must execute and deliver
to the Committee an election form specifying the percentage of his Eligible
Payments he wishes to defer.  Except with
respect to a newly elected or appointed Non-Employee Director or in connection
with the establishment of this Program, any election 













under this paragraph shall apply only to Eligible
Payments that are earned with respect to services to be performed beginning on
or after the start of the next calendar year after such receipt and
acceptance.  A Non-Employee Director who
is serving as a director on the Effective Date may, within 30 days of the Effective
Date, file a deferral election which shall apply to Eligible Payments that are
earned with respect to services performed subsequent to the election.  A newly elected or appointed Non-Employee
Director, may, within 30 days of becoming a Non-Employee Director, file a
deferral election which shall apply only to Eligible Payments that are earned
with respect to services to be performed subsequent to the election.  An election shall remain in effect from year
to year, until a new election becomes effective with respect to Eligible
Payments payable in the next calendar year. 
A Non-Employee Director may revoke his deferral election with
respect to Eligible Payments that are payable in the calendar year beginning
after receipt and acceptance by the Company of his written revocation.


A.            Deferred Account.  As
of the date of payment of the Eligible Payments, a Non-Employee Director’s
deferred account (“Account”) shall be credited with a number of whole and
fractional stock units determined by dividing his deferred Eligible Payments by
the fair market value of a share of common stock, par value $0.01 per share, of
the Company (“Stock”).  For purposes of
this Program, “fair market value” of a share of Stock on any given date shall
mean the last reported sale price at which Stock is traded on such date,
or if no Stock is traded on such date, the most recent date on which Stock was
traded on the NASDAQ Global Market, or if applicable, any other national stock
exchange on which Stock is traded.


B.            Dividend
Equivalent Amounts.  Whenever
dividends (other than dividends payable only in shares of Stock) are paid with
respect to Stock, each Account shall be credited with a number of whole and
fractional stock units determined by multiplying the dividend value 



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per share by the stock unit balance of the Account on
the record date and dividing the result by the fair market value of a share of
Stock on the dividend payment date.


C.            Designation of
Beneficiary.  A Non-Employee
Director may designate one or more beneficiaries to receive payments from his
Account in the event of his death.  A
designation of beneficiary shall apply to a specified percentage of a Non-Employee
Director’s entire interest in his Account. 
Such designation, or any change therein, must be in writing and shall be
effective upon receipt by the Company. 
If there is no effective designation of beneficiary, or if no
beneficiary survives the Non-Employee Director, the estate of the Non-Employee
Director shall be deemed to be the beneficiary. 
All payments to a beneficiary or estate shall be made in a lump sum in
shares of Stock, with any fractional share paid in cash.


D.            Payment.  All stock units credited to a Non-Employee
Director’s Account shall be paid in shares of Stock to the Non-Employee
Director, or his designated beneficiary (or beneficiaries) or estate, in a lump
sum; provided, however, that fractional shares shall be paid in cash.  Such payment shall be made as soon as
practicable after the Non-Employee Director ceases to be a member of the Board
of Directors of the Company. 
Notwithstanding the foregoing, in the event of a Sale Event (as defined
in Section 3(c) of the Plan), all Accounts under the Program shall become
immediately payable in a lump sum.


V.                                    ADJUSTMENTS


In the event of a
stock dividend, stock split or similar change in capitalization affecting the
Stock, the Committee shall make appropriate adjustments in the number of stock
units credited to Non-Employee Directors’ Accounts.


VI.                                AMENDMENT
OR TERMINATION OF PROGRAM


The Company
reserves the right to amend or terminate the Program at any time, by action of
its Board of Directors, provided that no such action shall adversely affect a
Non-Employee 



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Director’s right to receive compensation earned before
the date of such action or his rights under the Program with respect to amounts
credited to his Account before the date of such action.  In no event shall the distribution of
Accounts to Non-Employee Directors be accelerated by virtue of any amendment or
termination of the Program, except to the extent permitted by Section 409A of
the Internal Revenue Code of 1986.


VII.                            MISCELLANEOUS
PROVISIONS


A.            Notices.  Any notice required or permitted to be given
by the Company or the Committee pursuant to the Program shall be deemed given
when personally delivered or deposited in the United States mail, registered or
certified, postage prepaid, addressed to the Non-Employee Director at the
last address shown for the Non-Employee Director on the records of the
Company.


B.            Nontransferability
of Rights.  During a Non-Employee
Director’s lifetime, any payment under the Program shall be made only to
him.  No sum or other interest under the
Program shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt by a Non-Employee
Director or any beneficiary under the Program to do so shall be void.  No interest under the Program shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of a Non-Employee Director or beneficiary entitled
thereto.


C.            Company’s
Obligations to Be Unfunded and Unsecured. 
The Accounts maintained under the Program shall at all times be entirely
unfunded, and no provision shall at any time be made with respect to
segregating assets of the Company (including Stock) for payment of any amounts
hereunder.  No Non-Employee
Director or other person shall have any interest in any particular assets of
the Company (including Stock) by reason of the right to receive payment under
the Program, and any Non-Employee Director or other person shall have 



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only the rights of a general unsecured creditor of the
Company with respect to any rights under the Program.


D.            Governing Law.  The terms of the Program shall be governed,
construed, administered and regulated in accordance with the laws of the State
of Delaware.  In the event any provision
of this Program shall be determined to be illegal or invalid for any reason,
the other provisions shall continue in full force and effect as if such illegal
or invalid provision had never been included herein.


E.             Effective Date
of Program.  The Program shall become
effective upon July 25, 2007.



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