EX-10.1






December 31, 2008



Richard Smith



Re: Transition Employment Agreement



Dear Rick,



This letter (our “Agreement”) will confirm our understanding with respect to your termination
as an employee of Deerfield Capital Management LLC (the “Company”) as a result of a reduction in
force. You acknowledge that this Agreement is intended only to resolve matters relating to your
employment with the Company and is not an admission of fault or liability on the part of you or the
Company. Subject to your continuing to comply with the terms of this Agreement, you and the
Company agree as follows:



1. As part of the Company’s reduction in force, you are scheduled to be terminated effective
December 31, 2008. The Company is offering you a choice in terms of severance arrangements as
follows (please initial the option you choose):




     X     Option 1: The Company is offering you the opportunity, in consideration
of your entering into this Agreement, to remain a Company employee from the date hereof
until February 25, 2009 or your earlier resignation (the “Transition Period”), at your
current salary and benefits and subject to the terms of this Agreement; or




If you do not wish to remain a Company employee after December 31, 2008, in
consideration of your entering into this Agreement, you may choose either of the following:




     Option 2: Although you will no longer be an employee, you may choose to receive
periodic payments through February 16, 2009 equivalent in amount and payment date to the
salary you would have received through that date if you had remained a Company employee
through that date; or




     Option 3: Receive a lump sum payment of $26,538.00. If you choose this option, all
salary payments will cease as of December 31, 2008. The lump sum payment will be made to
you promptly after the Effective Date, as defined in Paragraph 17 below, in accordance with
the Company’s normal payroll policies.



You have until December 31, 2008 to notify the Company of your intention to select one of the
above options. If you choose either Option 2 or Option 3, you would have no further employment
duties, access to the Company’s offices, or rights after your termination date.



2. Regardless of which of the above options you choose, you will also receive a separate lump
sum payment, representing your discretionary bonus for the 2008 calendar year, of $125,000.00, in
accordance with the Company’s standard bonus payment policy, which in any event will be no later
than March 31, 2009. You acknowledge that you are not otherwise entitled to the benefits that are
described in this paragraph and in Paragraph 1.



3. In accordance with your employment letter dated December 13, 2005, we agree to pay you the
2 remaining $30,000 payments payable on the third and fourth anniversary of your starting date of
employment (February 1, 2006) or at the Company’s discretion.



4. You agree that, in addition to complying with the terms of this Agreement, effective upon
the end of your Transition Period (if you choose Option 1 above), you will execute a release in the
form attached hereto as Exhibit A, which will release the Company from any claims that may have
arisen during the Transition Period (the “Second Release”). In consideration of this Second
Release, the Company will pay you an additional one week of salary at the rate of your current
annual salary, upon the expiration of the 7-day revocation period contained in the Second Release
in accordance with the Company’s normal payroll policies. You acknowledge that you are not
otherwise entitled to the benefits that are described in this paragraph. Notwithstanding anything
contained in this agreement, the Company retains the right to terminate you for cause during the
Transition Period and concurrently rescind its obligation to pay you the amounts set forth in
Paragraph 1 and Paragraph 2.



5. During the Transition Period (if you choose Option 1 above), you may make reasonable use of
the Company’s facilities for the purpose of seeking new employment and may, upon prior notice to
your supervisor, be absent from the Company’s premises for reasonable periods of time for the
purpose of seeking new employment.



6. Upon your execution of this Agreement or the Second Release, as applicable, the Company
agrees that it will not contest any claim for unemployment insurance benefits you may file with the
Illinois Department of Employment Security.



7. You, on behalf of your heirs, executors, administrators, assigns, successors and legal
representatives, release and forever discharge the Company, its affiliates, parent or subsidiary
entities or corporations, and its and their officers, directors, shareholders, employees, agents,
representatives, insurers, successors and assigns (“Company Affiliates”), from any and all claims,
liabilities, demands, sums of money, agreements, promises, damages, sums of money, costs or
expenses, attorneys fees, causes of action and liabilities of any kind or character whatsoever,
including all known and unknown claims, arising on or before the Effective Date (as hereafter
defined) which you now have or may hereafter have against the Company or any Company Affiliate
(other than the obligations described in this Agreement). You agree that the severance payments
described in Paragraphs 1 and 2 hereof, and the Company’s promises in Paragraphs 4 and 5 hereof,
represent full and complete consideration for the release you are providing and for any other
promises you are making in this Agreement. Nothing in this Agreement shall constitute a release of
any of your rights to any vested benefits or rights to indemnification under the Company’s
insurance policies, bylaws or other applicable agreements.



8. Your release includes any claims or causes of action you might have under any local,
federal or state law, including the Illinois Human Rights Act, the Federal Age Discrimination in
Employment Act of 1967, as amended, the Civil Rights Act of 1964, as amended; the Americans with
Disabilities Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as
amended; the Family and Medical Leave Act of 1993; the Civil Rights Act of April 9, 1866; the
Federal Occupation Safety and Health Act; and the Chicago Human Rights Ordinance.



9. (a) You represent that you have not filed any complaints or charges or lawsuits against
the Company or Company Affiliates in any court or before any government agency except for a claim
for unemployment insurance benefits. You further represent that you have advised the Company of
any potential claims you may have regarding your employment with the Company as of the date you
sign this Agreement.



(b) The Company represents that it has not filed any complaints or charges or lawsuits
against you in any court or before any government agency. The Company further represents that it
has advised you that it is not aware of any potential claims it may have regarding your employment
with the Company as of the date you sign this Agreement.



(c) You agree to cooperate with the Company and any of its affiliates with respect to any
litigation, administrative proceedings or investigation relating to the activities of the Company
or any of its affiliates during the period of your employment with the Company including being
available for depositions and to be a witness at any trial or proceedings, help in preparation of
any legal documentation and providing affidavits and any advice or support that the Company or its
affiliate may request of you in connection with such litigation, proceeding or investigation and
the Company agrees to pay your reasonable costs and expenses (including attorney’s fees incurred by
a law firm approved by the Company in writing) relating thereto.



10. You agree that you will not make any disparaging or untrue statements concerning the
Company or Company Affiliates.



11. The Company agrees that in response to appropriate inquiries, in accordance with its
standard policy, it will provide a neutral reference concerning your employment with the Company.



12. Other than to carry out its terms, the Agreement shall not be used or offered by any
person for any purpose, including as an admission of liability or wrongdoing or the validity or
invalidity of any claims which were or could have been asserted by either you or the Company.



13. This Agreement embodies the sole and entire Agreement between you and the Company
concerning the resolution of all matters concerning your employment with the Company, and
supersedes any and all prior agreements, arrangements and understandings you or the Company may
have regarding your employment or compensation, except for your obligations under your
Confidentiality Agreement with the Company which shall remain in full force and effect after your
employment with the Company terminates.



14. The provisions of this Agreement may be modified only by the written agreement of you and
the Company.



15. In executing this Agreement, you represent that you are not relying on any inducements,
promises or representations of the Company or Company Affiliates other than expressly set forth in
this Agreement.



16. If any provision of this Agreement shall be deemed invalid under applicable law, such
provision shall be deemed omitted, but the remaining provisions of this Agreement shall remain in
full force and effect.



17. You agree and acknowledge that this Agreement will be disclosed publicly in a Form 8-K to
be filed by the Company with the Securities and Exchange Commission.



18. All disputes arising in connection with this Agreement or any rights arising pursuant to
this Agreement shall be resolved by binding arbitration in accordance with the applicable rules of
the American Arbitration Association. The arbitration shall be held in Cook County, Illinois
before a single arbitrator selected in accordance with Section 11 of the American Arbitration
Association Commercial Arbitration Rules who shall have (i) substantial business experience in the
investment advisory industry, and shall otherwise be conducted in accordance with the American
Arbitration Association Commercial Arbitration Rules and (ii) the right to award to any party any
right or remedy that is available under applicable law. The award of the arbitrator shall be final
and binding and may be entered and enforced in any court of competent jurisdiction.



19. This agreement is binding upon the Company and its successors and assigns.



20. You agree not to discuss or disclose any of the terms of this Agreement, except to your
immediate family, attorney, financial advisor or tax preparer or as required by law.



21. If this Agreement correctly reflects the understanding reached between you and the
Company, please sign and return the two enclosed copies of this Agreement. You should consult with
an attorney before you sign this Agreement, and you have forty-five (45) calendar days in which to
consider whether to sign. You may waive this 45 day consideration period. After you sign this
Agreement, you have seven (7) calendar days during which you may revoke this Agreement, and this
Agreement will not become effective until this seven day period has expired (the “Effective Date”).



22. We have attached to this Agreement a schedule containing the job titles and ages of all
employees affected by this reduction in force, and the ages of all individuals with the same job
classification not affected by this reduction in force.



The Company anticipates your cooperation during your Transition Period, and wishes you good
luck in your future endeavors thereafter.



DEERFIELD CAPITAL MANAGEMENT LLC



	 	 	 
	By:

	 	/s/ Robert A. Contreras
	
 
	 	 
	Its:

	 	Robert A. Contreras

General Counsel






PLEASE READ CAREFULLY BEFORE SIGNING. THIS AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL

KNOWN AND UNKNOWN CLAIMS YOU MAY HAVE AGAINST THE COMPANY.




Approved and Accepted this 31st


day of December, 2008.



/s/ Richard Smith


Richard Smith



1



EXHIBIT A



SECOND RELEASE




In consideration of the payments specified in Option 1 of Paragraph 1 of my Transition
Employment Agreement of      with the Company (the “Agreement”), upon the Effective
Date as defined below, I, on behalf of myself and my heirs, executors, administrators, assigns,
successors and legal representatives, release and forever discharge the Company, its affiliates,
parent or subsidiary entities or corporations, and its and their officers, directors, shareholders,
employees, agents, representatives, insurers, successors and assigns (“Company Affiliates”), from
any and all claims, liabilities, demands, sums of money, agreements, promises, damages, sums of
money, costs or expenses, attorneys fees, causes of action and liabilities of any kind or character
whatsoever, including all known and unknown claims, arising after the date of the Agreement and
before the Effective Date (as hereafter defined), which I now have or may hereafter have against
the Company or any Company Affiliate (other than the obligations described in the Agreement).



My release includes any claims or causes of action I might have under any local, federal or
state law, including the Illinois Human Rights Act; the Federal Age Discrimination in Employment
Act of 1967, as amended; the Civil Rights Act of 1964, as amended; the Americans with Disabilities
Act; the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended; the Family
and Medical Leave Act of 1993; the Civil Rights Act of April 9, 1866; the Federal Occupation Safety
and Health Act; and the Chicago Human Rights Ordinance.



I understand that I may revoke this Second Release by sending written notice to the Company,
Attention: General Counsel, within seven days of the date I sign the Agreement. This Second
Release will not become effective until this seven day period has expired (the “Effective Date”).



	 	 	 
	Approved and Accepted this_____

	day of

	 	, 2008.






Richard Smith




2