Exhibit 10.1


TRANSITION & RELEASE AGREEMENT


          This Transition & Release Agreement (the “Agreement”) is made as of December 6, 2005 by and between Marlin Business Services Corp. (“Company”) and Bruce E. Sickel (“Employee”).


          Whereas, Employee has announced his intention to resign his employment with the Company in order to pursue other interests; and


          Whereas, the Company and Employee desire to provide for an orderly transition as set forth in this Agreement.


          Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree as follows:

	
  
1.
  	
  
This   Agreement shall become effective on the eighth day after it is signed by   Employee (the “Effective Date”).
  
	
   
 	
  
 
  
	
  
2.
  	
  
Employee   will continue to be employed by the Company from the Effective Date until   March 3, 2006 (the “Resignation Date”).    Employee will continue to serve as the Company’s Chief Financial   Officer (“CFO”) from the Effective Date until the earlier of (i) the   Resignation Date and (ii) the date on which a new CFO commences his/her   employment with the Company.
  
	
   
 	
   
  
	
  
3.
  	
  
From the   Effective Date through the Resignation Date, Employee shall continue to   perform all of his duties and responsibilities to the Company on a regular,   full-time basis (including the duties and responsibilities of CFO during the   applicable period).  Employee shall   perform all such duties and responsibilities diligently and competently and   in a manner acceptable to the Company in the reasonable determination of the   Company’s Independent Directors.  From   the Effective Date until the end of the Severance Period (as defined below),   Employee will take all actions reasonably requested by the Company to assist   in the orderly transition of Employee’s duties and responsibilities to other   Company employees.
  
	
   
 	
  
 
  
	
  
4.
  	
  
As   consideration for Employee’s execution of this Agreement, and subject to his   ongoing compliance with all the terms and conditions hereof (including but   not limited to Section 3 above), the Company will provide Employee with the   following:
  





	
  
 
  	
  
(i)
  	
  
From the   Effective Date through the Resignation Date, the Company will continue to   compensate Employee at his base salary rate in effect as of the Effective   Date, less applicable withholdings, payable in accordance with the Company’s   standard payroll procedures.
  
	
   
  	
   
 	
  
 
  
	
  
 
  	
  
(ii)
  	
  
On the   eighth day after Employee has signed the Resignation Date Release at the end   of this Agreement, the Company shall pay Employee a “stay” bonus equal to   $50,000.00, less applicable withholdings.
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
(iii)
  	
  
Commencing   on the eighth day after Employee has signed the Resignation Date Release at   the end of this Agreement and ending on the date that is six (6) months after   the Resignation Date (the “Severance Period”), (i) the Company will continue   to pay the Employee at his base salary rate in effect as of the Effective   Date, less applicable withholdings, payable in accordance with the Company’s   standard payroll procedures, and (ii) Employee shall be eligible to   participate in Company’s standard medical and dental benefit programs   (subject to applicable employee contribution requirements).  In the event Employee should die prior to   the end of the Severance Period, such payments and benefits shall be paid or   provided to his estate or as otherwise required by applicable law and the   applicable benefit plan documents.
  












	
  
 
  	
  
(iv)
  	
  
From the   Effective Date through the Resignation Date, Employee’s existing option   grants will continue to vest in accordance with the terms of the respective   grant instruments, and Employee shall continue to be entitled to utilize all   paid time off accrued in 2005 and the ratable portion of 2006 prior to the   Resignation Date.
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
(v)
  	
  
The Company   will reimburse Employee for his actually incurred ordinary and necessary   business expenses, in accordance with Company policies.
  
	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
Except as   set forth herein, it is expressly agreed and understood that the Company does   not have, and will not have, any obligation to provide Employee at any time   in the future with any payments, benefits or considerations other than those   recited in this Section 4.
  





	
  
5.
  	
  
Employee   does hereby remise, release and forever discharge the Company and its   subsidiaries, affiliates, and its and their officers, directors, shareholders,   employees and agents, its and their respective successors and assigns, heirs,   executors, and administrators (hereinafter referred to collectively as   “Releasees”) of and from any and all actions and causes of actions, suits,   debts, claims and demands whatsoever in law or in equity, which he ever had,   now has, or which he or his heirs, executors or administrators may have, by   reason of any matter, cause or thing whatsoever, from the beginning of his   employment with Company up to and including the date of this Agreement, and   particularly, but without limitation, any claims arising from or relating in   any way to his employment relationship with the Company, including, but not   limited to, any claims which have been asserted, could have been asserted or   could be asserted now or
in the future, under any federal, state or local   laws, and any common law, contract, tort or other claims now or hereafter   recognized, and all claims for counsel fees and costs. Employee further   agrees and covenants that neither he, nor any person or entity on his behalf,   will file, charge, claim, sue or cause or permit to be filed, charged or   claimed, any civil action, suit or legal proceeding for personal relief   (including any action for damages, injunctive, declaratory, monetary or other   relief) against the Company or Releasees involving any matter occurring at   any time in the past up to and including the date of this Agreement or   involving any continuing effects of any acts or practices which may have   arisen or occurred prior to the date of this Agreement.  Employee further agrees that if any person   or entity should bring a claim against the Company or the Releasees involving   any such matter, he will not accept any personal relief in any such action.  Employee is
not being asked to and does   not release any claim that is non-waivable as a matter of law.  Employee is not waiving, relinquishing or   releasing any of the following rights or claims: (1) rights or claims to   compensation and benefits provided in Section 4 of this Agreement, provided   the Employee complies with the terms and conditions set forth in this   Agreement; (2) vested rights or benefits under any benefit or retirement   plan, but not any severance plan, in which Employee participates or   participated, if any, which provide
  
	
   
 	
   
  












	
   
 	
  
benefits or   payments to former employees, subject to the terms and conditions of such   benefit or retirement plan; (3) rights to elect, with respect to himself and   his eligible dependents and at his own expense, on his Resignation Date continuation   coverage in accordance with the Consolidated Omnibus Reconciliation Act of   1986 (“COBRA”) under the Company’s healthcare plans (including, as   applicable, medical, dental, vision, hearing and health care spending   account) in which Employee and such eligible dependents are participating as   of the date immediately preceding such election, for the period provided   under COBRA, (4) rights or claims (if any) to seek contribution or to be   indemnified as an officer or employee of the Company and/or each of its   respective subsidiaries or affiliates under the Articles of Incorporation or   similar organizational document, By-Laws, or applicable corporate or other   law, but only to the extent
explicitly provided for in such documents or laws   and subject to the terms and conditions thereof; and (5) rights or claims (if   any) to indemnification or defense under any directors and officers liability   insurance policy or policies maintained by the Company and/or any of its   affiliates, but only to the extent explicitly provided for in such policies   and subject to the terms and conditions thereof.
  
	
   
 	
  
 
  
	
  
6.
  	
  
From the   Resignation Date through the Severance Period, Employee shall not accept   employment with any person, entity or organization that is engaged commercial   equipment lease financing in competition with the Company without obtaining   the Company’s prior written consent.
  
	
   
 	
   
  
	
  
7.
  	
  
From the   Resignation Date through the Severance Period, Employee shall not (i)   directly or indirectly hire any person who was an employee of the Company (or   any subsidiary or affiliate thereof) as of the Effective Date or (ii)   encourage or solicit any employee, officer, director, consultant, advisor,   vendor, supplier or independent contractor of the Company to terminate or   lessen their affiliation with the Company (or any subsidiary of affiliate   thereof) or to violate the terms of any agreement or understanding between   that person or entity and the Company (or any subsidiary of affiliate   thereof).
  
	
   
 	
  
 
  
	
  
8.
  	
  
Employee   agrees that he will not, at any time in the future, make any critical or   disparaging statements about the Company or its subsidiaries, affiliates,   employees, officers, directors, products or services unless such statements   are made truthfully in response to a subpoena or other legal process.  The Company agrees that the Company and   its executive officers will not, at any time in the future, make any critical   or disparaging statements about Employee or the services provided by Employee   unless such statements are truthfully made in response to a subpoena or other   legal process.
  
	
   
 	
  
 
  
	
  
9.
  	
  
Employee   shall not (i) disclose, publish, disseminate or otherwise communicate, in   oral, written, electronic or other format, any Confidential Information (as   defined below) of the Company (or any subsidiary or affiliate thereof) to any   person or entity unaffiliated with the Company, or (ii) use, copy or   reproduce any Confidential Information.    “Confidential Information” shall mean all information relating to the   business and operations of the Company, including, but not limited to,   studies, reports, memoranda, ideas, concepts, research, know-how, plans,   sales techniques, credit analysis and procedures, accounting procedures and   policies, financial statements and data, budgets, projections, trademarks,   trade names, service marks, intellectual property, operating systems, vendor   and supplier information, customer and prospect information, advertising, and   computer software, hardware codes and other 
  












	
   
 	
  
technology,   in each case whether in tangible or intangible form; provided, however, that   Confidential Information shall not include any information that has become   publicly available other than as a result of Employee’s breach of this   Section 9, or information which is required to be disclosed in response to a   subpoena or other legal process (subject to any protective order issued in   connection with any such disclosure).
  
	
   
 	
  
 
  
	
  
10.
  	
  
This   Agreement shall be governed by and construed in accordance with the laws of   the State of New Jersey.  Employee acknowledges that he understands his   right to consult legal counsel, and that applicable law provides that he has   seven days to revoke this Agreement and that he may be entitled to consider   the Agreement for up to twenty one days before signing it.
  
	
   
 	
  
 
  
	
  
11.
  	
  
If any   provision of this Agreement is for any reason found by a court of competent   jurisdiction to be unenforceable, the remainder of this Agreement shall   continue in full force and effect.
  
	
   
 	
  
 
  
	
  12.
  	
  
Throughout   the Severance Period and thereafter, Employee agrees at the reasonable   request of the Company to execute and deliver any additional documents and   instruments and perform any additional acts that may be necessary or   appropriate in connection with his resignation from the Company.
  
	
   
 	
  
 
  
	
  
13.
  	
  
This   Agreement constitutes the entire agreement between the parties with respect   to the subject matter hereof and supersedes all prior negotiations and   agreements, whether written or oral.  This Agreement may not be modified   or amended except by a document signed by Employee and an authorized officer   of the Company.
  













          IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed this Agreement as of the respective dates set forth below.

	
  
Marlin Business Services Corp.
  	
  
 
  	
  
Employee
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
By:
  	
  
/s/ Daniel   P. Dyer
  	
  
 
  	
  
/s/ Bruce E.   Sickel
  
	
  
 
  	
  


  	
  
 
  	
  


  
	
  
Name:
  	
  
Daniel P.   Dyer
  	
  
 
  	
  
Bruce E.   Sickel
  
	
  
Title:
  	
  
Chief   Executive Officer
  	
  
 
  	
  
Date:   December 6, 2005
  
	
  
Date:
  	
  
December 6,   2005
  	
  
 
  	
  
 
  



          Resignation Date Release:  By re-signing this Agreement on or around the Resignation Date, Employee hereby agrees to extend the Release of all known and unknown claims set forth in Section 5 of the Agreement to include any claims arising through and including the Resignation Date.  Employee acknowledges that he understands his right to consult legal counsel, and that applicable law provides that he has seven days to revoke this Resignation Date Release and that he may be entitled to consider the Resignation Date Release for up to twenty one days before signing it.

	
  
 
  	
  
Employee
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Bruce E.   Sickel
  
	
  
 
  	
  
Date:________________________________