Exhibit 10.1


 





 


Confidential


 


May 29, 2009


 


Ms. Linda A. Pickles


[redacted]


 


Re:          Bonus Award under the Capmark Financial Group Inc.
Discretionary Bonus Plan


 


Dear Linda:


 


I am pleased to inform
you that, pursuant to the terms of the Capmark Financial Group Inc.
Discretionary Bonus Plan (the “Bonus Plan”), the Executive Development and
Compensation Committee of the Board of Directors of Capmark Financial Group
Inc. (“CFGI”, and collectively with its subsidiaries, the “Company”) has
selected you to be eligible to participate in the Bonus Plan for the 2009
calendar year.


 


Subject to the terms and conditions stated herein, you
have been awarded $100,000 (the “Bonus Award”), which Bonus Award will be paid
to you upon your successful contributions to the servicing and mortgage banking
stabilization efforts  as well your successful contributions toward the expense reduction initiative,
in each case as determined in my discretion.


 


1.             Subject to the terms and conditions stated herein, you
will be entitled to receive payment of the Bonus Award (as set forth above)
only so long as you execute this letter agreement on or prior to June 1,
2009.


 


2.             The Bonus Award will be subject to tax and other
standard deductions in the normal manner.


 


3.             The Bonus Award will be paid (subject to the last
sentence of this paragraph) as soon as practicable following the determination
referenced above, and in no event later than ten business days following said
determination date.  If your employment
is terminated by the Company for any reason other than Cause (as defined below)
(such a termination, a “Qualifying Termination”), then, subject to your
execution (without revocation) of a general release of claims against the
Company, in a form consistent with release forms signed by other Company
employees, to be provided to you at such time, the Company shall pay the Bonus
Award to you (to the extent such Bonus Award has not been previously paid to
you), and such payment shall be made to you as soon as practicable following
the Qualifying Termination, but in no event later than ten business days
following the date of the Qualifying Termination.  If your employment with the Company
terminates for any reason other than a Qualifying Termination, you will not be
entitled to receive the Bonus Award on the date of your termination and such
Bonus Award will be forfeited by you without consideration.


 


4.             You shall at all times remain an “at will” employee of
the Company, and either the Company or you may terminate your employment at any
time for any legal reason or no reason.


 


5.             As used herein, “Cause” shall mean (i) your willful
and continued failure (except where due to a physical or mental incapacity) to
substantially perform your material duties with respect to the Company which
continues beyond ten (10) days after a written demand for substantial
performance is delivered to you by the Company (such ten-day period, the “Cure
Period”), (ii) any gross misconduct of yours that causes material and
demonstrable injury, monetarily or otherwise, to the Company or any affiliate, (iii) your
conviction of, or plea of guilty or nolo contendere to, the commission
of (x) a felony or (y) any misdemeanor involving theft, fraud,
misappropriation or moral turpitude (other than in connection with any traffic
violations), (iv) your disqualification or bar by any governmental or
self-regulatory authority from serving in your position with the Company or
your loss of any governmental or self-regulatory license that is reasonably
necessary for you to perform your material duties with respect to the Company
in any such 


 


Real Estate Finance,
Investments, Services


 

















 


case, as a result of your
misconduct, (v) your willful obstruction of, or willful failure to
cooperate with (except where due to a physical or mental incapacity), any
investigation authorized by the Board of Directors of CFGI; provided that
exercise by the you of your constitutional rights under the Fifth Amendment of
the United States Constitution in the event of any criminal investigation of
you shall not be treated as obstruction of or failure to cooperate with any
such investigation, or (vi) your 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.


 


6.             The Company’s rights hereunder shall inure to the
benefit of and shall be binding upon the successors and assigns of the
Company.  You shall not be entitled to
assign any of your rights or obligations hereunder.


 


7.             Subject to applicable law, no portion of the Bonus Award
will be taken into account for purposes of determining any benefits under any
benefit plan of the Company, including, without limitation, pension,
retirement, severance, deferred compensation or annual compensation
calculations.


 


8.             This letter agreement contains the entire agreement of
the parties with respect to the subject matter hereof and merges all prior
negotiations, agreements and understandings, if any.  No modification, release, discharge or waiver
of any provision of this letter agreement shall be of any force or effect
unless made in writing and signed by the parties hereto.  If any term, clause or provision of this
letter agreement shall for any reason be adjudged invalid, unenforceable or
void, the same shall not impair or invalidate any of the other provisions of
this letter agreement, all of which shall be performed in accordance with their
respective terms.


 


9.             This letter agreement shall be
governed by the laws of the State of Pennsylvania without regard to the
conflict of laws and principles thereof.


 


10.           This letter agreement may be executed in one or more
counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement.


 


[Signature Page Follows]


 


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Please sign below to
signify your understanding and acceptance of the terms and conditions contained
herein and return a copy to me by no later than June 1, 2009.


 


Thank
you again for all of your past contributions and for your continued commitment and loyalty to
the Company.


 


Yours
sincerely,


 


/s/ Jay N. Levine


 


Jay
N. Levine


Chief
Executive Officer


 


cc: file


 


 


I have received and
reviewed the particulars of this letter agreement and I understand, accept and agree
to be bound to the conditions as stated.


 


 


	
  Signed 

  	
  /s/ Linda A.
  Pickles

  	
   

  	
  Date 

  	
  June 1,
  2009

  
	
   

  	
  Linda A. Pickles

  	
   

  	
   

  



 


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