EX-10.1






EXHIBIT 10.1





May 6, 2011



Mr. Carl A. Colletti



Dear Carl,



On behalf of CIFC Deerfield Corp. (“CIFC Deerfield” or the “Company”), I am delighted to extend you
an offer of employment as Chief Financial Officer of CIFC Deerfield. We have very high aspirations
for the Company, and believe that you will be an excellent addition to our team.



You will be employed by CIFC Investment Management LLC (the “Manager”), a wholly-owned subsidiary
of CIFC Deerfield. Your annual base salary will be $325,000 paid semi-monthly at a rate of
$13,541.67 and you will receive a guaranteed bonus for performance year 2011 of $325,000, a
to-be-determined portion of which may be paid in equity of the Company (in a manner consistent with
the treatment of other similar bonuses paid to senior management of the company), and, in each
case, less applicable taxes, withholdings and authorized deductions. You will be paid the pro rata
equivalent of the above-outlined base salary for the portion of the year you are employed by the
Manager.



The Manager’s regular pay days are on the 15th of every month and on the last day of every month.
You are an exempt employee under the administrative and highly compensated exemptions, which means
that you are not eligible for overtime pay, regardless of the number of hours worked in a given
week.



In addition, promptly following the satisfaction of the employment conditions set forth below and
your commencement of work with us, you shall be entitled to a one-time cash payment of up to
$45,000 to be paid solely to the extent you have forfeited (with your current employer) deferred
compensation, co-investment or other similar consideration in connection with the acceptance of our
offer.



In addition to the guaranteed bonus for 2011 and the other amounts above, in the coming years, you
will be eligible (1) for a discretionary performance based bonus subject to your individual
accomplishments and the financial performance of the Company and (2) to participate in any Company
equity incentive or compensation program, in each case as determined by our Board of Directors in
its sole discretion. In no event, however, will you be eligible for consideration to receive any
such amounts (or any portion thereof), or the guaranteed 2011 bonus or equity compensation set
forth in paragraph 2 above, for any year if you are not actively employed on, or if you have
received or given notice of termination or resignation prior to, the date on which bonuses for the
applicable year are paid to employees generally.



All payments to be made to you or on your behalf will be subject to required withholding of
federal, state and local income and employment taxes and deductions. The parties intend that this
offer letter and all payments and benefits referred to herein be exempt from, or if not so exempt,
comply with, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this
offer letter will be interpreted accordingly. Notwithstanding the foregoing, the Company does not
guarantee the tax treatment of any payment or benefits provided under this offer letter or any
other programs, plans or agreements, whether pursuant to the Code, federal, state, local or foreign
tax laws and regulations.



Your official start date with the Company will be July 11, 2011.



Available benefits will include health, dental and vision coverage as well as a 401(k) plan
(without Company matching). If you select health, dental or vision coverage, there will be a
contribution on your part. Appropriate business-related expenses will be reimbursed on a monthly
basis. You will also receive four (4) weeks of paid vacation time per year, and time off for
Company approved holidays. You will also be entitled to take up to three (3) personal days per
year. All vacation time and personal days will be pro rated for the portion of the year that you
are employed by CIFC.



The terms of this offer letter are conditioned on your agreement to the terms of Annex A:
Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property, which is attached
hereto. Please sign the attachment to expressly accept and agree to Annex A.



Since this offer is contingent upon your ability to work in the United States, we ask that you be
prepared to provide requisite identity and authorization document(s) within the first three days of
your employment.



Your employment will be conditioned on the successful completion of a background check which may
include fingerprinting and reference checks. It is also contingent upon you not being subject to
any limitation, obligation or agreement, whether imposed by contract, statute or otherwise, that
would preclude your employment by the Company or the Manager or in any way restrict your ability to
perform your duties as an employee. During the period of your employment you shall devote your
entire working time for or at the direction of the Company or its affiliates and use your best
efforts to complete all assignments.



Employment at the Company is at-will, meaning that either the employee or the Company is free to
terminate employment at any time, with or without cause, and that nothing in this letter should be
construed as creating a contract of employment. Should you as employee choose to terminate
employment, two weeks notice should be given to the Company. We reserve the right to assign you to
work for other subsidiaries and affiliates of the Company at any time.



We are delighted that you are joining as a member of our team. We believe this represents a
compelling package and opportunity. Congratulations and welcome aboard!



Sincerely,



/s/ Peter Gleysteen



Peter Gleysteen



Please indicate your acceptance of the terms of this offer letter by signing below and
returning this offer letter to Peter Gleysteen no later than 5:00pm on May 13, 2011, at which time
this offer shall expire if not accepted.



/s/ Carl A. Colletti



Name: Carl A. Colletti


Date: 5/11/11



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Annex A




CIFC

Confidentiality, Non-Solicitation, Non-Competition and Intellectual Property




You acknowledge that during your employment with CIFC Deerfield Corp. (“CIFC” or the
“Company”) or its affiliates you may have access to confidential, proprietary and trade secret
information of the Company and/or any of its affiliates, and its and their customers and clients.
Such information includes but is not limited to the Company’s operations techniques, forms,
documents, computer printouts, invoices, methods of doing business, clients and customer lists. You
agree to refrain from disclosing or using such confidential, proprietary and trade secret
information, specifically including (without limitation) non-public information about transactions
and proposed or contemplated transactions for Company customers and clients to which you will
necessarily have access because of the nature of your employment with the Company. You
specifically recognize that disclosure of information in violation of this paragraph could cause
material and irreparable harm to the Company and that violation of this commitment could result in
a termination of your employment.



You shall, upon completion of the tasks assigned to you, upon termination of your employment, or
upon demand, whichever is earliest, return any and all proprietary information (including copies or
reproductions thereof in your possession or control).



You agree that during your employment with the Company and for twelve (12) months after the
termination of your employment with the Company (for any reason), you shall not:




	 	a.	 	directly or indirectly solicit, induce or participate in the
encouragement of any employee of the Company or any of its affiliates, or any
consultant or independent contractor providing services to the Company or any of
its affiliates, to leave the Company or any of its affiliates or to join or perform
services for any other company;






	 	b.	 	interfere with, disrupt or attempt to disrupt any relationship,
contractual or otherwise, between the Company and/or its affiliates and any of
their respective officers, directors, shareholders, customers, clients,
counterparties, executives, employees or other persons or entities with whom they
deal;






	 	c.	 	provide any service related in any way to the services you provided for
the Company to any person, company, firm, corporation, or other entity which
engages in activity related to the business in which the Company and/or its
affiliates are now involved during your employment. This includes, but is not
limited to, providing services as an employee, advisor, contractor, consultant, or
any other capacity; or






	 	d.	 	own, manage, operate, control, participate in the ownership, management
operation or control of, render consulting or advisory services to, or be an
officer, director, shareholder, partner, proprietor, member or stockholder of
(other than a stockholder of a corporation listed on a national securities exchange
or whose stock is regularly traded in the over-the-counter market, provided you at
no time own, directly or indirectly, in excess of 1% of the outstanding stock of
any class of any such corporation) any person, company, firm, corporation or other
entity which engages in activity related to the business in which the Company
and/or its affiliates are now involved or become involved during your employment.





You agree that all creative work product, including, but not limited to, any advertisements,
images, slogans, logos, designs, design development, sketches, mock-ups, samples, concepts, ideas,
inventions, drawings, original works of authorship, computer software programming of any nature,
discoveries, techniques, copyrights, patents, trademarks or the like (collectively “Intellectual
Property”) whether or not patentable, copyrightable or subject to other forms of protection, made,
created, designed, developed, written or conceived by you, whether during or outside of regular
working hours, either solely or jointly with another, in whole or in part, either (i) in the course
of such employment, or (ii) relating to the actual or anticipated business or research or
development of the Company, or (iii) with the use of the Company’s time, material, private or
proprietary information, or facilities, is work made for hire and is owned exclusively by the
Company. In addition, you agree that the Company shall be deemed the author or creator of any such
Intellectual Property under the U.S. Copyright Act (Title 17 of the U.S. Code). Furthermore, you
agree that any such Intellectual Property is part of the Company’s confidential information and is
subject to the covenants and representations made in the confidentiality paragraph set forth above.
In the event and to the extent that any of the Intellectual Property is determined not to
constitute “work for hire”, as a matter of law, you hereby irrevocably assign and transfer to the
Company, without any separate or additional remuneration or compensation outside of that being paid
by the Company to you under the March 25, 2011 offer letter, all rights, title and interest in and
to any such Intellectual Property, including, but not limited to copyrights, patents and
trademarks.



/s/ Carl Colletti



Name: Carl Colletti


Date: 5/11/11




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