**Exhibit10.22**

 

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

 

This Amended and RestatedEmployment Agreement (“Agreement”) is made effective as of January 1, 2003****(“Effective Date”), by andbetween American Mortgage Network, Inc., a Delaware corporation, and asubsidiary of American Residential Investment Trust, Inc., a Marylandcorporation (“Company”) and JohnRobbins (“Executive”).

 

WHEREAS Executive andCompany entered into an Employment Agreement dated February 11, 2002 (the“Original Agreement”);

 

WHEREAS the OriginalAgreement expired on February 10, 2003; and

 

WHEREAS, Executive andCompany each desire to amend and restate the Original Agreement as set forthbelow.

 

NOW, THEREFORE, inconsideration of the promises and respective covenants and agreements of theparties herein contained, Executive and Company agree as follows:

 

# 1.                                       Employment.  Company hereby employs Executive, and Executive hereby accepts suchemployment, upon the terms and conditions set forth herein.

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# 2.                                       Duties.

 

## 2.1                                 Position.  Executive is employed as Chief Executive Officer and Chairman of theBoard of Directors and shall have the duties and responsibilitiesassigned by Company’s Board of Directors (“Board of Directors”) both uponinitial hire and as may be reasonably assigned from time to time.  Executive shall perform faithfully anddiligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties atany time in its sole and absolute discretion, provided that the duties assignedare consistent with the position of a senior executive and that Executivecontinues to report to the Board of Directors.

 

## 2.2                                 BestEfforts/Full-time.  Executive willexpend Executive’s best efforts on behalf of Company, and will abide by allpolicies and decisions made by Company, as well as all applicable federal,state and local laws, regulations or ordinances.  Executive will act in the best interest of Company at alltimes.  Executive shall devoteExecutive’s full business time and efforts to the performance of Executive’sassigned duties for Company, unless Executive notifies the Board of Directorsin advance of Executive’s intent to engage in other paid work and receives theBoard of Directors’ express written consent to do so.

 

## 2.3                                 WorkLocation.  Executive’s principalplace of work shall be located at 10421 Wateridge Circle, San Diego,California, or such other location as the parties may agree upon from time totime.

 

# 3.                                       Term.     Theemployment relationship pursuant to this Agreement shall be for a term commencingon the Effective Date set forth above and continuing for a period of one year following such date, unlesssooner terminated in accordance with paragraph 7 below.

 

# 4.                                       Compensation.

 

## 4.1                                 BaseSalary.  As compensation forExecutive’s performance of Executive’s duties hereunder, Company shall pay toExecutive an initial Base Salary of FourHundred Forty-

 

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## Six Thousand One Hundred Fifty-Six Dollars and Eighty Cents ($446,156.80)per year, payable in accordance with the normal payroll practices ofCompany, less required deductions for state and federal withholding tax, socialsecurity and all other employment taxes and payroll deductions.  In the event Executive’s employment underthis Agreement is terminated by either party, for any reason, Executive willearn the Base Salary prorated to the date of termination.

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## 4.2                                 Bonus.  Executive will be eligible to earn a bonusof up to 100 percent of Executive’s Base Salary based on achievement oftargeted goals and objectives, including net income, established by managementand approved by the Board of Directors.

 

## 4.3                                 Performanceand Salary Review.  The Board ofDirectors will periodically review Executive’s performance.  Adjustments to salary or other compensation,if any, will be made by the Board of Directors in its sole and absolutediscretion.

 

# 5.                                       FringeBenefits.  Executive will beeligible for all customary and usual fringe benefits generally available toexecutives of Company subject to the terms and conditions of Company’s benefitplan documents.  In addition, Executiveshall be eligible to accrue 27 days of Paid Time Off (“PTO”) per year andreceive reimbursement of up to $2000 per year for a physical examination.  Company reserves the right to change oreliminate the fringe benefits on a prospective basis, at any time, effectiveupon notice to Executive.

 

# 6.                                       BusinessExpenses.  Executive will bereimbursed for all reasonable, out-of-pocket business expenses incurred in theperformance of Executive’s duties on behalf of Company.  To obtain reimbursement, expenses must besubmitted promptly with appropriate supporting documentation in accordance withCompany’s policies.

 

# 7.                                       Terminationof Executive’s Employment.

 

## 7.1                                 Terminationfor Cause by Company.  AlthoughCompany anticipates a mutually rewarding employment relationship withExecutive, Company may terminate Executive’s employment immediately at any timefor Cause.  For purposes of thisAgreement, “Cause” is defined as: (i) acts or omissions constituting grossnegligence, recklessness or willful misconduct on the part of Executive withrespect to Executive’s obligations or otherwise relating to the business ofCompany; (ii) Executive’s material breach of this Agreement or Company’sConfidentiality Agreement; (iii) Executive’s conviction or entry of a pleaof nolo contendere for fraud, misappropriation or embezzlement, or any felonyor crime of moral turpitude; (iv) Executive’s willful neglect of duties asdetermined in the sole and exclusive discretion of the Board of Directors; or(v) Executive’s chemical dependence, as certified by a licensed physician,resulting in impairment of Executive’s abilities to perform his dutieshereunder or substantial damage to the reputation of Company.  Notwithstanding the foregoing, thetermination of Executive’s employment shall not constitute termination forCause unless Company first provides Executive with written notice of the breachand Executive fails to cure the breach (if possible) within 30 days of thenotice.  During this 30 day noticeperiod, Executive shall be afforded the opportunity to make a presentation tothe Board of Directors regarding the matters referred to in the notice ofbreach.** **In the event Executive’s employment is terminated inaccordance with this subparagraph 7.1, Executive shall be entitled to receiveonly the Base Salary then in effect and any amounts payable pursuant toparagraphs 5 and 6, prorated to the date of termination (“StandardEntitlements”).  All other Companyobligations to Executive pursuant to this Agreement will become automaticallyterminated and completely extinguished. Executive will not be entitled to receive the Severance Packagedescribed in subparagraph 7.2 below.

 

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## 7.2                                 TerminationWithout Cause by Company/Severance. Company may terminate Executive’s employment under this Agreementwithout Cause at any time on 30 days’****advance written notice to Executive.  In the event of such termination, Executivewill receive the Standard Entitlements and will be eligible to receive a “SeverancePackage” as described in subparagraph (a) below, provided Executivecomplies with all the conditions set forth in subparagraph (b) below.  All other Company obligations to Executivewill be automatically terminated and completely extinguished.

 

### (a)                                  SeverancePackage.  The Severance Package willconsist of the following:

 

#### (i)                                     SeverancePayment.  Executive will receive aSeverance Payment equivalent to one yearof Executive’s Base Salary then in effect on the date of termination,less required deductions for state and federal withholding tax, social securityand all other employment taxes and payroll deductions, payable in accordancewith Company’s regular payroll cycle.

 

#### (ii)                                  BonusPayment.  Executive will receive aBonus Payment equivalent to the amount of Executive’s bonus for the immediatelypreceding year, less required deductions for state and federal withholding tax,social security and all other employment taxes and payroll deductions, payablein a lump sum payment within three months of the date of termination.

 

#### (iii)                               Continuation of GroupHealth Benefits.  Executive willcontinue to receive group health insurance benefits on the same terms as duringExecutive’s employment for oneyear following the date of termination, provided Company’s insurance carrier allows for such benefitscontinuation.  In the event****Company’s insurance carrier does notallow such coverage continuation,****Company****agreesto pay the premiums required to continue Executive’s group health care coverage for the one-year period,under the applicable provisions of the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”), provided that Executive elects to continue and remains eligible for thesebenefits under COBRA, and does not obtain health coverage through another employerduring this period.

 

### (b)                                 Conditionsto Receive Severance Package. Executive will be eligible for the Severance Package provided thatExecutive: (a) complies with all surviving provisions of this Agreement asspecified in subparagraph 14.8 below; and (b) executes a full generalrelease, releasing all claims, known or unknown, that Executive may haveagainst Company arising out of or any way related to Executive’s employment ortermination of employment with Company. All other Company obligations to Executive will be automaticallyterminated and completely extinguished.

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## 7.3                                 VoluntaryResignation by Executive for Good Reason/Severance.  Executive may voluntarily resign Executive’sposition with Company for Good Reason at any time on 30 days’****advancewritten notice to Company.  Executivewill be deemed to have resigned for Good Reason if resignation is made withinsix (6) months following the occurrence of any of the followingcircumstances:  (i) Company’smaterial breach of this Agreement; (ii) Executive’s Base Salary is reducedby more than 10% below Executive’s salary as provided for in this Agreement,unless the reduction is due to a voluntary change of Executive’sresponsibilities; (iii) Executive’sposition and/or duties are modified so that Executive’s duties are no longerconsistent with the position of a senior executive or Executive no longerreports to the Board of Directors; or (iv) Company relocatesExecutive’s principal place of work to a location more than thirty (30) miles

 

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## from the locationspecified in subparagraph 2.3, without Executive’s prior written approval.  Notwithstanding the foregoing, thetermination of Executive’s employment under this subparagraph 7.3 shallnot constitute voluntary resignation for Good Reason unless Executive firstprovides Company with written notice of the breach and Company fails to curethe breach (if possible) within 30 days of the notice.  In the event of Executive’s resignation forGood Reason, Executive will be entitled to receive the Standard Entitlementsand the Severance Package described in subparagraph 7.2(a) above, providedExecutive complies with all of the conditions in subparagraph 7.2(b)above.  All other Company obligations toExecutive pursuant to this Agreement will become automatically terminated andcompletely extinguished.

 

## 7.4                                 VoluntaryResignation by Executive Without Good Reason.  Executive may voluntarily resign Executive’s position withCompany Without Good Reason at any time on 30 days’ advance writtennotice.  In the event of Executive’sresignation Without Good Reason, Executive will be entitled to receive only theStandard Entitlements and no other amount. All other Company obligations to Executive pursuant to this Agreement willbecome automatically terminated and completely extinguished.  In addition, Executive will not be entitledto receive the Severance Package described in subparagraph 7.2 above.

 

## 7.5                                 TerminationUpon Death.  Executive’s employmentwill terminate immediately on Executive’s death.  In the event of such termination, Company shall provide a deathbenefit equal to: (i) Executive’s Base Salary then in effect, prorated forthe current year to the date of Executive’s death; (ii) an amount equal tothe bonus paid to Executive the previous year, prorated for the current year tothe date of Executive’s death; and (iii) any amounts payable pursuant toparagraphs 5 and 6 that at the date of Executive’s death, are accrued butunpaid (collectively “Death Benefit”). The Death Benefit shall be made in a lump sum payment within 90 days ofExecutive’s death to such person as Executive shall designate in a notice filedwith Company or, if no such notice is filed, the Death Benefit shall be paid toExecutive’s estate.

 

## 7.6                                 TerminationUpon Disability.  Executive’semployment may be terminated by Company as a result of Executive’s inability toperform the essential functions of Executive’s position, with or withoutreasonable accommodation, if required by law, due to a mental or physicaldisability.  In no event willExecutive’s employment be terminated pursuant to this subparagraph 7.6until 180 consecutive days of paid leave have elapsed and Company has provided30 days’ written notice in advance of termination.  In the event of termination pursuant to thissubparagraph 7.6, Executive shall be entitled to receive only the StandardEntitlements.  All other Companyobligations to Executive pursuant to this Agreement will become automaticallyterminated and completely extinguished.  Executive will not be entitled to receive the Severance Packagedescribed in subparagraph 7.2 above.

 

## 7.7                                 TerminationUpon Expiration of Agreement.  IfExecutive’s employment is not terminated in accordance withsubparagraphs 7.1-7.6, this Agreement will expire exactly one year fromthe Effective Date.  In the event ofexpiration of this Agreement, Executive shall be entitled to receive only theStandard Entitlements earned through the date of expiration.  All other Company obligations to Executivepursuant to this Agreement will become automatically terminated and completelyextinguished.  Executive will not beentitled to receive the Severance Package described in subparagraph 7.2 above.

 

# 8.                                       ConsultantAfter Termination.  In the eventExecutive’s employment is terminated pursuant to subparagraphs 7.1, 7.4 or7.7, Executive agrees to act as aconsultant for Company, if requested to do so by Company.  Executive will be paid a fixed monthly feeequal to 25 percent of Executive’s monthly base salary in effect at thetime of termination for up to****six (6)months

 

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# following the termination of the employment relationship (“ConsultantPayments”).  Consultant Payments shallbe made in arrears on or before the last business day of each month duringwhich Executive has acted as a consultant. Company may elect, in its sole and absolute discretion, to terminate theConsultant Payments at any time upon 10 days’ advance written notice toExecutive.

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# 9.                                       NoConflict of Interest.  During theterm of Executive’s employment with Company and during any period Executive isreceiving payments from Company pursuant to this Agreement, Executive must notengage in any work, paid or unpaid, that creates an actual conflict of interestwith Company.  Such work shall include,but is not limited to, directly competing with Company in any way, or acting asan officer, director, employee, consultant, stockholder, volunteer, lender, oragent of any business enterprise of the same nature as, or which is in directcompetition with, the business in which Company is now engaged or in whichCompany becomes engaged during the term of Executive’s employment with Company,as may be determined by the Board of Directors in its sole discretion.  If the Board of Directors believes such aconflict exists during the term of this Agreement, the Board of Directors mayask Executive to choose to discontinue the other work or resign employment withCompany.  If the Board of Directorsbelieves such a conflict exists during any period in which Executive isreceiving payments pursuant to this Agreement, the Board of Directors may askExecutive to choose to discontinue the other work or forego the remainingpayments.  In addition, Executive agreesnot to refer any client or potential client of Company to competitors ofCompany, without obtaining Company’s prior written consent, during the term ofExecutive’s employment and during any period in which Executive is receivingpayments from Company pursuant to this Agreement.  Notwithstanding the foregoing, Executive may work or performservices for Company and its affiliates or a financial institution or similarentity that is involved in the mortgage business so long as such entity is notengaged primarily in managing real estate investment trusts or originatingand/or selling mortgages, and Executive may own securities in any publicly heldcorporation, but only to the extent Executive does not own of record orbeneficially more than 1 percent of the outstanding beneficial ownership ofsuch corporation.

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# 10.                                 ConfidentialityAgreement and Return of Company Property. Executive agrees to abide by Company’s Confidentiality Agreement thatExecutive read and signed in connection with Executive’s employment by Company,which is incorporated herein by reference. Executive further agrees that upon termination or expiration ofExecutive’s employment, Executive will return all Company property, includingall confidential and proprietary information as described in theConfidentiality Agreement, all materials and documents containing trade secretsand copyrighted materials, all correspondence, management studies and any othermaterials or data relating to or connected with Executive’s employment,including all copies and excerpts of the same.

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# 11.                                 Indemnification.  Company agrees to defend and indemnifyExecutive to the fullest extent provided by California Labor Codesection 2802 and/or Company’s Directors’ and Officers’ liability insurancepolicy.

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# 12.                                 InjunctiveRelief.  Executive acknowledges thatExecutive’s breach of the covenants contained in paragraphs 9-10 (collectively“Covenants”) would cause irreparable injury to Company and agrees that in theevent of any such breach, Company shall be entitled to seek temporary,preliminary and permanent injunctive relief without the necessity of provingactual damages or posting any bond or other security.

 

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# 13.                                 Agreementto Arbitrate.  To the fullest extentpermitted by law, Executive and Company agree to arbitrate any controversy,claim or dispute between them arising out of or in any way related to thisAgreement, the employment relationship between Company and Executive and anydisputes upon termination of employment, including but not limited to breach ofcontract, tort, discrimination, harassment, wrongful termination, demotion,discipline, failure to accommodate, family and medical leave, compensation orbenefits claims, constitutional claims; and any claims for violation of anylocal, state or federal law, statute, regulation or ordinance or commonlaw.  By executing this Agreement,Executive and Company are both waiving the right to a jury trial with respectto any such disputes.  For the purposeof this agreement to arbitrate, references to “Company” include all parent,subsidiary or related entities and their employees, supervisors, officers,directors, agents, pension or benefit plans, pension or benefit plan sponsors,fiduciaries, administrators, affiliates and all successors and assigns of anyof them, and this agreement shall apply to them to the extent Executive’sclaims arise out of or relate to their actions on behalf of Company.

 

## 13.1                           Consideration.  The mutual promise by Company and Executiveto arbitrate any and all disputes between them rather than litigate them beforethe courts or other bodies, provides the consideration for this agreement toarbitrate.

 

## 13.2                           Initiationof Arbitration.  Either party mayexercise the right to arbitrate by providing the other party with writtennotice of any and all claims forming the basis of such right in sufficientdetail to inform the other party of the substance of such claims.  In no event shall the request forarbitration be made after the date when institution of legal or equitable proceedingsbased on such claims would be barred by the applicable statute of limitations.

 

## 13.3                           ArbitrationProcedure.  The arbitration will beconducted in San Diego, Californiaby a single neutral arbitrator and in accordance with the then current rules forresolution of employment disputes of the American Arbitration Association(“AAA”).  The parties are entitled torepresentation by an attorney or other representative of their choosing.  The arbitrator shall have the power to enterany award that could be entered by a judge of the trial court of the State ofCalifornia, and only such power, and shall follow the law.  The parties agree to abide by and performany award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state theessential findings and conclusions on which the award is based.  Judgment on the award may be entered in anycourt having jurisdiction thereof.

 

## 13.4                           Costsof Arbitration.  Company shall bearthe costs of the arbitrator, forum and filing fees.

 

# 14.                                 GeneralProvisions.

 

## 14.1                           Successorsand Assigns.  The rights andobligations of Company under this Agreement shall inure to the benefit of andshall be binding upon the successors and assigns of Company.  Executive shall not be entitled to assignany of Executive’s rights or obligations under this Agreement.

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## 14.2                           Waiver.  Either party’s failure to enforce anyprovision of this Agreement shall not in any way be construed as a waiver ofany such provision, or prevent that party thereafter from enforcing each andevery other provision of this Agreement.

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## 14.3                           Attorneys’Fees.  Each side will bear its ownattorneys’ fees in any dispute unless a statutory section at issue, if any,authorizes the award of attorneys’ fees to the prevailing party.

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## 14.4                           Severability.  In the event any provision of this Agreementis found to be unenforceable by an arbitrator or court of competentjurisdiction, such provision shall be deemed modified to the extent necessaryto allow enforceability of the provision as so limited, it being intended thatthe parties shall receive the benefit contemplated herein to the fullest extentpermitted by law.  If a deemedmodification is not satisfactory in the judgment of such arbitrator or court,the unenforceable provision shall be deemed deleted, and the validity andenforceability of the remaining provisions shall not be affected thereby.

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## 14.5                           Interpretation;Construction.  The headings setforth in this Agreement are for convenience only and shall not be used ininterpreting this Agreement.  ThisAgreement has been drafted by legal counsel representing Company, but Executivehas participated in the negotiation of its terms.  Furthermore, Executive acknowledges that Executive has had an opportunityto review and revise the Agreement and have it reviewed by legal counsel, ifdesired, and, therefore, the normal rule of construction to the effect that anyambiguities are to be resolved against the drafting party shall not be employedin the interpretation of this Agreement.

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## 14.6                           GoverningLaw.  This Agreement will begoverned by and construed in accordance with the laws of the United States andthe State of California.  Each partyconsents to the jurisdiction and venue of the state or federal courts in San Diego,****California, if applicable,in any action, suit, or proceeding arising out of or relating to thisAgreement.

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## 14.7                           Notices.  Any notice required or permitted by thisAgreement shall be in writing and shall be delivered as follows with noticedeemed given as indicated:  (i) bypersonal delivery when delivered personally; (ii) by overnight courierupon written verification of receipt; (iii) by telecopy or facsimiletransmission upon acknowledgment of receipt of electronic transmission; or(iv) by certified or registered mail, return receipt requested, uponverification of receipt.  Notice shallbe sent to the addresses set forth below, or such other address as either partymay specify in writing.

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## 14.8                           Survival.  Sections 9 (“No Conflict of Interest”), 10(“Confidentiality Agreement”), 12 (“Injunctive Relief”), 13 (“Agreement toArbitrate”), 14 (“General Provisions”) and 15 (“Entire Agreement”) of thisAgreement shall survive Executive’s employment by Company.

 

 

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# 15.                                 EntireAgreement.  This Agreement,including the Company’s Confidentiality Agreement incorporated herein byreference, constitutes the entire agreement between the parties relating tothis subject matter and supersedes all prior or simultaneous representations,discussions, negotiations, and agreements, whether written or oral.  This Agreement may be amended or modifiedonly with the written consent of Executive and the Board of Directors ofCompany.  No oral waiver, amendment ormodification will be effective under any circumstances whatsoever.

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THE PARTIES TO THISAGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERYPROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENTON THE DATES SHOWN BELOW.

 
|   |                | John Robbins                     |
|--------|---------------------|----------------------------------|
|   |                |                             |
| Dated: |    4/7/03 |                             |             /s/ John Robbins |
|   |                |                             |
|   |                |                             |
|   |                |                             |   |
|   |                | American Mortgage Network, Inc.  |
|   |                |                             |   |
| Dated: |   4/7/03       |                             | By: |     /s/ Mark Riedy |
|   |                | Mark Riedy                       |
|   |                | Chairman, Compensation Committee |
|   |                | 10421 Wateridge Circle, Ste. 250 |
|   |                | San Diego, CA 92121              |

 

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