0001104659-07-006921 Sample Contracts

DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE CLAYTON HOLDINGS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Deferred Stock Unit Award Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec
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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT dated as of January 30, 2007 is between Clayton Holdings, Inc., a Delaware corporation with its principal place of business located at 2 Corporate Drive, Shelton, CT 06484 (the “Company”), and David Keith Johnson (the “Employee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of January 30, 2007 is between Clayton Holdings, Inc., a Delaware corporation with its principal place of business located at 2 Corporate Drive, Shelton, CT 06484 (the “Employer”), and Frederick C. Herbst (the “Employee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2007 • Clayton Holdings Inc • Services-business services, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) dated as of January 30, 2007 is between Clayton Holdings, Inc., a Delaware corporation with its principal place of business located at 2 Corporate Drive, Shelton, CT 06484 (the “Employer”), and Steven L. Cohen (the “Employee”).

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