Unassociated Document


    


    

     

    August 6, 2009

    


    Frederick Arnold

    [redacted]

    


    Dear Mr. Arnold:

    


    Welcome to Capmark Finance Inc.
(“Capmark”), a subsidiary of Capmark Financial Group Inc. (“CFGI” and, together
with its subsidiaries, the “Company”).  This letter will confirm our
offer of employment to you for the full-time position of Executive Vice President and Chief
Financial Officer of CFGI with an annual starting salary of
$750,000.00.  You will report to Jay Levine,
the Chief Executive
Officer, of the Company, who will be your immediate supervisor (or, in the event Jay Levine should no
longer be the Chief Executive Officer, you will report to the then current Chief
Executive Officer of the Company).  You will perform your duties to
the Company at the
Company’s corporate offices in Horsham, Pennsylvania or at the Company’s offices in New
York, New York.  In no event will you be required to change your
current residence in connection with your duties hereunder.

    


    In
addition to your salary, you will receive a signing bonus of $500,000.00 less
applicable taxes (referred to herein as the “Signing Bonus”) on the first pay
period as soon as practicable after your first day of employment with Capmark,
which is expected to be August 6, 2009 (the “Start Date”).

    


    If you
voluntarily resign other than for Good Reason or are terminated with Cause
during the first six months following your Start Date, you agree to reimburse
the Company one-half of the Signing Bonus ($250,000.00), and you further agree
that the Company may offset such amount against any amounts due and owing to
you. The terms “Good Reason” and “Cause” are defined at the end of this letter
and are used solely for the purposes of this offer letter; in no event shall
such definitions be deemed to apply to any other agreements that you may enter
into with the Company.

    


    You will
participate in the Company’s annual discretionary bonus program beginning with
the 2009 plan year.  Please note that you must be a Company employee
in good standing at the time of any bonus payout for the plan year to receive
such payout.  For the 2009 Plan year, you will be eligible to receive
a minimum target bonus of $250,000.00 less applicable taxes and withholdings at
the time annual bonuses are normally paid out, subject to your satisfactory
contribution to the activities of Capmark.  The decision as to whether
you will receive a bonus and the amount of such bonus will be determined in Jay
Levine’s (or the then Chief Executive Officer’s) discretion. Although the bonus
for the 2009 Plan year is not guaranteed, it is understood and contemplated that
you will receive a bonus if your performance as a Company employee meets the
standards generally expected of a chief financial officer of a comparable
entity.  Any bonus for subsequent plan years will be completely
discretionary.  Please note that a discretionary bonus is not
guaranteed; rather, it is dependent upon your performance, the Company’s
performance and other factors in the sole discretion of the
Company.

    


    Please be
advised that, in accordance with Company policy, your performance may be
reviewed after your initial three months of employment.

    


    Company
policy for time off is reflected in PTO (paid time off) days.  You
will accrue 1.67 days (20
days annually) per month beginning the first of the month of your first full
month worked.  These days are to be used for vacation or any personal
time you may need.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    You will
be offered the same benefits offered to full-time executive committee employees
of Capmark, which includes severance under the terms of our Severance Pay Plan
that is equivalent to your annual base pay subject to the limitation of Section
409A of the Internal Revenue Code of 1986, but in no event to exceed $500,000.00
if you terminate and are eligible for severance during the first twelve months
of your employment.  If you so elect, medical and dental coverage
shall be provided by the Company for you and your eligible
dependents.  The Company will also make available term life coverage
on the same terms as such coverage is currently made available to other
full-time executive committee employees of Capmark.  Such insurance
coverage will become effective the first day of the month after your first full
month worked, and you
must enroll within 30 days of your Start Date.  You may also
purchase additional term life insurance for you and your family contingent upon
our insurance carrier’s approval.  You may participate in the
Company’s 401(k) Plan beginning after the first of the month after your first
full month worked.

    


    The
Company recognizes that you currently reside in Larchmont, New York, and that
you do not intend to relocate your residence in order to assume the
responsibilities set forth in this letter offer.  The Company will
reimburse you for all reasonable and necessary business expenses incurred by you
in the conduct of your duties hereunder in accordance with the Company’s
policies with respect thereto, as in effect from time to time, including,
without limitation, reasonable expenses for business travel, lodging, meals away
from home and transportation to the Company’s offices other than the New York
City office (and from the Company’s offices to your home) related to the
discharge of your official duties hereunder. The Company also agrees that it
will reimburse your reasonable legal fees and expenses incurred in connection
with the review and negotiation of this Letter Agreement.

    


    During
your employment with the Company and thereafter, the Company will indemnify you
and your heirs and legal representatives, to the extent applicable, to the
maximum extent provided under the Company’s charter and
by-laws.  During your employment with the Company and thereafter, the
Company will also insure you under a policy of directors and officers’ liability
insurance during your employment and thereafter to the same extent as provided
to other senior officers of the Company.

    


    Please be
advised that we routinely conduct a background investigation on all employees.
In addition, all employees are required to comply with the policies and
procedures of the Company, including but not limited to our Conflict of Interest
policy.   As such, your initial and continued employment is contingent
upon your providing a completed copy of the enclosed Conflict of Interest
questionnaire prior to the expiration date designated in this letter, a
satisfactory report regarding your background and your continuing compliance
with the Company’s policies and procedures.

    


    The
Immigration Reform and Control Act of 1986 requires employers to verify both the
identity of all employees who work in the United States and the applicable
authorization for them to do so.  A list of documents accepted by the
Immigration and Naturalization Service for this purpose is enclosed for your
information.  You must bring one original document from List A or one
original from both List B and List C on your first day of
employment.  These documents will be copied for your file and the
original(s) returned to you.

     

    This
offer letter is intended to comply with the provisions of Section 409A of the
Internal Revenue Code of 1986.  To the extent that any provision of
this offer letter contravenes Section 409A or any regulations or Treasury
guidance promulgated thereunder, the parties will negotiate in good faith to
reform this offer letter or any provision hereof to maintain to the maximum
extent practicable the original intent of the applicable provision without
violating the provisions of Section 409A of the Code.  Notwithstanding
any provision in this offer letter to the contrary, any payment otherwise
required to be made hereunder to you at any date as a result of the termination
of your employment (other than any payment made in reliance upon Treas. Reg.
Section 1.409A-1(b)(9) (Separation Pay Plans) or Treas. Reg. Section
1.409A-1(b)(4) (Short-Term Deferrals)) shall be delayed for such period of time
as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the
Code.  On the date that is six months and one day following the date
on which your employment is terminated, there shall be paid to you, in a single
cash lump sum, an amount equal to the aggregate amount of all payments delayed
(if any) pursuant to the preceding sentence.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    We are
looking forward to having you join the Company.  Please feel free to
contact me if you have any questions concerning this offer of
employment.  I can be reached at [redacted].

    


    Sincerely,

    


    /s/ Linda
Pickles                                           

    


    


    Linda
Pickles

    Executive
Vice President &

    Chief
Administrative Officer

    


    Your
employment is “at will”; it is for no set term and may be terminated at any time
for any reason or for no reason, with or without cause, by either you or the
Company.  Similarly, the Company understands that you may terminate
your employment for any reason at any time, and that you have not made any
representation or commitment not set forth in this offer letter relating to your
employment or otherwise. This offer letter contains the entire agreement of the
parties with respect to the subject matter hereof and merges, supersedes and
replaces all prior negotiations, agreements and understandings, if
any.  No promises or representations with respect to compensation are
enforceable unless set forth in this letter or a subsequent written agreement
between you and the Company.  You hereby represent to the Company that
the execution and delivery of this offer letter by you and the performance by
you of your duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy
to which you are a party of otherwise bound.

     

     

    


    


    If
you agree to the above terms, please sign below and return both pages of the
offer letter along with the Investigative Consumer Report Disclosure Notice and
Authorization and Conflict of Interest forms found within the enclosed folder.
All documents can be faxed to (215) 328-0442, prior to the expiration date
designated in this letter.  All other forms should be returned to your regional HR Manager,
Lori Wertman, on first day of employment with
Capmark.

    


    


    This offer
will automatically expire at the close of business on Friday,
August 7, 2009
without further action if it is not accepted by you in writing and received by
the Company prior to such time.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	/s/ Frederick
    Arnold 	 
	Accepted: Frederick
      Arnold  	Date: August 6,
  2009


    

    


    


    
      	
              cc:

            	
              Jay Levine,
    CEO

            


    

    
      	
                         

            	
              Joanna Gerhardt, Recruitment
      Manager

            


    

     

     

    Definitions

     

     “Cause” shall
exist if the Board reasonably determines that any one or more of the following
events has occurred while employed by the Company:  (i) the
executive’s willful and continued failure (except where due to a physical or
mental incapacity) to substantially perform his material duties with respect to
the Company which continues beyond ten (10) days after a written demand for
substantial performance is delivered to the executive by the Company (such
ten-day period, the “Cure Period”); (ii) any gross misconduct of the executive
that causes material and demonstrable injury, monetarily or otherwise, to the
Company; (iii) conviction of, or plea of guilty or nolo contendere to, the
commission of (x) a felony by the executive or (y) any misdemeanor involving
theft, fraud, misappropriation or moral turpitude (other than in connection with
any traffic violations); (iv) executive’s disqualification or bar by any
governmental or self-regulatory authority from serving in his position with the
Company or executive’s loss of any governmental or self-regulatory license that
is reasonably necessary for executive to perform his material duties with
respect to the Company, in any such case, as a result of misconduct by the
executive; (v) executive’s willful obstruction of, or willful failure to
cooperate with (except where due to a physical or metal incapacity), any
investigation authorized by the Board; provided that exercise by the executive
of his constitutional rights under the Fifth Amendment of the United States
Constitution in the event of any criminal investigation of executive shall not
be treated as obstruction of or failure to cooperate with any such
investigation; or (vi) executive’s material breach of the Company’s written code
of conduct and business ethics, which breach is customarily punishable by
termination of employment by the Company.

     

    


    “Good
Reason” shall
mean, without your consent, (i)
the material reduction of your annual rate of base salary, (ii) a material
diminution in your employment duties or responsibilities, in each case,
following a reasonable period by the Company to cure such event following
receipt of written notice by you indicating the event giving rise to Good
Reason, or (iii) relocation
of your principal workplaces (i.e., corporate offices in Horsham, Pennsylvania
and Company offices in New York, New York) to a location or locations more than
50 miles further from Larchmont, New York.  

     

    
      
        
        

      

      
        4