exv10w22






Exhibit 10.22




SEVERANCE AND RELEASE AGREEMENT



          Robert Dubrish (“EMPLOYEE”) and Option One Mortgage Corporation (“COMPANY”) enter into
this Severance and Release Agreement (“Release Agreement”) under the terms and conditions
recited below:





	I.	 	Recitations






	 	A.	 	Due to changing business needs, EMPLOYEE has been notified that his
employment
with COMPANY will end on January 31, 2008 (the “Termination Date”).
	 
	 	B.	 	EMPLOYEE and COMPANY want to enter into a full and final settlement of
all issues
and matters between them, occurring on or before the date EMPLOYEE signs this
Release Agreement. These include, but are not limited to, any issues and
matters that
may have arisen out of EMPLOYEE’S employment with or separation from COMPANY.
	 
	 	C.	 	EMPLOYEE specifically acknowledges that COMPANY has told him to consult
with a
lawyer prior to signing this Release Agreement.
	 
	 	D.	 	EMPLOYEE specifically agrees that he will not sign this Release
Agreement until after
the Termination Date.
	 
	 	E.	 	EMPLOYEE confirms that he has received payment of all salary, paid time
off, bonuses
and other wages due and owing to him from the COMPANY as of his Termination
Date.
	 
	 	F.	 	In exchange for the mutual promises of EMPLOYEE and COMPANY set forth in
this
Release Agreement, EMPLOYEE and COMPANY agree to the terms and conditions set
out below.






	II.	 	Basic Terms of the Release Agreement






	 	A.	 	COMPANY agrees to the following:






	 	1.	 	Upon receipt of a fully executed copy of this Release Agreement and after the
expiration of the period defined in paragraph III(A) below. COMPANY
agrees to provide EMPLOYEE with the payments and benefits to which
EMPLOYEE would be entitled under the H&R Block Severance Plan (the
“Plan”). A copy of




 









 






	 	 	 	the Plan is attached to this Release Agreement as Exhibit A. To be fully executed,
EMPLOYEE’S signature must be notarized. EMPLOYEE is not entitled to any payments or
benefits under the Plan unless EMPLOYEE signs and returns this Release Agreement
within forty-five (45) calendar days of being presented with it. EMPLOYEE may sign
this Release Agreement at any time prior to conclusion of the forty-five (45) day
period. Assuming EMPLOYEE chooses to sign this Release Agreement and that such
signature becomes binding because EMPLOYEE has not revoked his signature within
seven (7) calendar days after signing, the terms of the Plan govern the payments
and benefits to which EMPLOYEE is entitled. EMPLOYEE is not entitled to any
payments or benefits under the Plan unless EMPLOYEE fully executes and returns this
Release Agreement by March 16, 2008 to: Donna Roethemeyer. Compensation Department,
H&R Block, One H&R Block Way, Kansas City, MO 64105.






	 	2.	 	As set forth in the Plan (in the event of any discrepancy, the terms of the Plan
control), the payments available to the EMPLOYEE under the Plan are:
Nondiscretionary Amount: $1,072,009.13 (to be paid in semi-monthly or bi-weekly
installments as determined by COMPANY during the Severance period). Severance
Period: Twelve months (unless earlier terminated in accordance with the Plan).
Any change to the consideration given for this Release Agreement shall not cause
the 45-day period to start over.






	 	B.	 	EMPLOYEE agrees to the following:






	 	1.	 	Release of Claims. EMPLOYEE agrees to release and discharge COMPANY,
and any of its related companies, present and former officers, agents, successors,
assigns, other employees and attorneys from any and all claims arising on or
before the date EMPLOYEE signs the Release Agreement including, without
limitation, any claims that may have arisen from EMPLOYEE’S employment




 









 






	 	 	 	with or separation from COMPANY, all as more fully set forth in paragraphs IV(A) through
(E) below.






	 	2.	 	Confidential Information. EMPLOYEE agrees, during and after the term of this Release
Agreement, he will not, without the prior written consent of COMPANY, directly or indirectly
use for the benefit of any person or entity other than COMPANY, or make known, divulge or
communicate to any person, firm, corporation or other entity, any confidential or proprietary
information, knowledge or trade secrets acquired, developed or learned of by EMPLOYEE during
his employment with COMPANY. EMPLOYEE shall not retain after the Termination Date, any
document, record, paper, disk, tape or compilation of information relating to any such
confidential information.
	 
	 	3.	 	Return of COMPANY Property. EMPLOYEE shall return to COMPANY by the Termination
Date, any and all things in his possession or control relating to COMPANY and its related
entities, including but not limited to, any equipment issued to EMPLOYEE, all correspondence,
reports, contracts, financial or budget information, personnel or labor relations files,
office keys, manuals, and all similar materials not specifically listed here. EMPLOYEE
further agrees that as of the Termination Date he will have no outstanding balance on his
corporate credit card for which appropriate T&E accounting has not been submitted and he
remains personally responsible for any outstanding balance on his corporate credit card.
	 
	 	4.	 	Non-Solicitation.






a. Employees and Consultants. For the twelve (12) month period immediately
following termination of your employment with the Company (the “Limitations Period’’),
EMPLOYEE shall not directly, or




 









 







indirectly through another person or entity, except as agreed in writing by the parties
induce or attempt to induce any employee of, or consultant to, the COMPANY or its
subsidiaries to leave the employ of, or consultancy to, the COMPANY or its subsidiaries.




b. Company Customers and other Business Relationships. EMPLOYEE further covenants
and agrees that for 24 month period following your Termination Date, EMPLOYEE shall not
directly, or indirectly through another person or entity, except as agreed in writing by
the parties call on, solicit or service any customer, supplier, licensee, licensor,
consultant or other business relation of the COMPANY or its respective subsidiaries in
order to induce or attempt to induce such person to cease doing business with the COMPANY
or its subsidiaries, or in any way interfere with the relationship between any such
customer, supplier, licensee, licensor, consultant or other business relation and the
COMPANY or its subsidiaries (including, without limitation, making any negative statements
or communications about the COMPANY or its subsidiaries).




	 	5.	 	Non-disparagement. EMPLOYEE agrees he will not disparage COMPANY or make or solicit
any comments to the media or others that may be considered derogatory or detrimental to the
good business name or reputation of COMPANY. This clause has no application to any
communications with the Equal Employment Opportunity Commission or any state or local agency
responsible for investigation and enforcement of discrimination laws.






	 	6.	 	EMPLOYEE Availability. EMPLOYEE agrees to make himself reasonably available to
COMPANY to respond to requests by COMPANY for information pertaining to or relating to
COMPANY and/or its affiliates, subsidiaries, agents, officers, directors or employees that
may be within the knowledge of the




 









 






	 	 	 	EMPLOYEE. EMPLOYEE will cooperate fully with COMPANY in connection with any
and all existing or future litigation or investigations brought by or
against COMPANY or any of its affiliates, agents, officers, directors or
employees, whether administrative, civil or criminal in nature, in which and
to the extent COMPANY deems the EMPLOYEE’S cooperation necessary. COMPANY
will reimburse the EMPLOYEE for reasonable out-of pocket expenses incurred
as a result of such cooperation. Nothing herein shall prevent the EMPLOYEE
from communicating with or participating in any government investigation.






	III.	 	Acknowledgments and Additional Terms






	 	A.	 	Revocation Period. EMPLOYEE acknowledges that if he accepts the terms
of this Release Agreement he will have seven (7) calendar days after the date he signs
this Release Agreement to revoke his acceptance of its terms. Such revocation, to be
effective, must be delivered by written notice, in a manner so the notice is received
on or before the seventh day by: Donna Roethemeyer, Compensation Department, H&R Block,
One H&R Block Way, Kansas City, MO 64105.
	 
	 	B.	 	Opportunity to Consult Attorney. EMPLOYEE acknowledges he has
consulted or has had the opportunity to consult with his attorney prior to executing
the Release Agreement.
	 
	 	C.	 	No Admission of Liability. EMPLOYEE and COMPANY agree nothing in this
Release Agreement is an admission by either of any wrongdoing, and that nothing in
this Release Agreement is to be construed as such by anyone.
	 
	 	D.	 	Consideration. EMPLOYEE agrees provision of the payments and benefits
set forth in paragraphs II(A)(1) and (2) are valuable consideration to which EMPLOYEE
would not otherwise be entitled.




 









 












	 	E.	 	Choice of Law. All disputes which arise out of the interpretation and
enforcement of this Release Agreement shall be governed by the laws of the State of
Missouri without giving effect to its choice of law provisions.






	 	F.	 	Entire Agreement. This Release Agreement including Exhibits A and B is the entire
agreement between the parties. The parties acknowledge the terms of the Plan can be
terminated or changed according to the terms set forth in the Plan. The parties acknowledge
the terms of this Release Agreement can only be changed by a written amendment to the Release
Agreement signed by both parties.
	 
	 	G.	 	No Reliance. The parties have not relied on any representations, promises, or
agreements of any kind made to them in connection with this Release Agreement, except for
those set forth in writing in this Release Agreement or in the Plan.
	 
	 	H.	 	Separate Signatures. Separate copies of this Release Agreement shall constitute
originals which may be signed separately but which together will constitute one single
agreement.
	 
	 	I.	 	Effective Date. This Release Agreement becomes effective and binding on the eighth
calendar day following EMPLOYEE’S execution of the Release Agreement, so long as that
execution takes place after EMPLOYEE’S Termination Date.
	 
	 	J.	 	Severability. If any provision of this Release Agreement, including the Plan, is held
to be invalid, the remaining provisions shall remain in full force and effect.
	 
	 	K.	 	Continuing Obligations. Any continuing obligations EMPLOYEE has after separation of
employment pursuant to any employment agreement with COMPANY, the Plan, or by operation of law
survive this Release Agreement. The terms of this Release Agreement add to any such
obligations and are not intended to otherwise modify them in any way.
	 
	 	L.	 	Employment Agreement. EMPLOYEE agrees that COMPANY has fully complied with all terms
and conditions of the Employment Agreement between he and COMPANY, and that his employment has
been properly terminated under that Agreement.




 









 












	IV.	 	Release






	 	A.	 	In consideration of the recitations and agreements listed above, EMPLOYEE
releases, and forever discharges COMPANY and each and every one of its parent,
affiliate, subsidiary, component, predecessor, and successor companies, and their
respective past and present agents, officers, executives, employees, attorneys,
directors, and assigns (collectively the “Releasees”), from any and all matters,
claims, charges, demands, damages, causes of action, debts, liabilities, controversies,
claims for attorneys’ fees, judgments, and suits of every kind and nature whatsoever,
foreseen or unforeseen, known or unknown, which have arisen between EMPLOYEE and the
Releasees up to the date EMPLOYEE signs this Release Agreement.
	 
	 	B.	 	This release of claims includes, but is not limited to: (1) any claims he may
have relating to any aspect of his employment with the Releasees and/or the separation
of that employment, (2) any breach of an actual or implied contract of employment
between EMPLOYEE and the Releasees, (3) any claim of unjust or tortious discharge, (4)
any common-law claim (including but not limited to fraud, negligence, intentional or
negligent infliction of emotional distress, negligent hiring/retention/supervision, or
defamation), and (5)(i) any claims arising under the Civil Rights Act of 1866, 42
U.S.C. § 1981, (ii) the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq., as
amended by the Civil Rights Act of 1991, (iii) the Age Discrimination in Employment
Act, 29 U.S.C. §§ 621, et seq. (including but not limited to the Older Worker Benefit
Protection Act), (iv) the Employee Retirement Income Security Act, 29 U.S.C. §§ 1001,
et seq., (v) the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq., (vi) the
American with Disabilities Act, 42 U.S.C. §§ 12101, et seq., (vii) the Occupational
Safety and Health Act, 29 U.S.C. §§ 651, et. seq., (viii) the National Labor Relations
Act, 29 U.S.C. §§ 151, et. seq., (ix) the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. §§ 2101, et seq., (6) any applicable state employment
discrimination statute, (7) any applicable state




 









 






	 	 	 	worker’s compensation statute, and (8) any other federal, state, or local statutes or
ordinances.






	 	C.	 	EMPLOYEE further agrees in the event any person or entity should bring such a charge, claim,
complaint, or action on his behalf, he hereby waives and forfeits any right to recovery under
said claim and will exercise every good faith effort to have such claim dismissed. This
Release Agreement does not affect, however, the Equal Employment Opportunity Commission’s
(“EEOC’s”) rights and responsibilities to investigate or enforce applicable employment
discrimination statutes.
	 
	 	D.	 	For purposes of the Age Discrimination in Employment Act (“ADEA”) only, this Release
Agreement does not affect the EEOC’s rights and responsibilities to enforce the ADEA, nor
does this Release Agreement prohibit EMPLOYEE from filing a charge under the ADEA (including
a challenge to the validity of the waiver of claims in this Release Agreement) with the EEOC,
or participating in any investigation or proceeding conducted by the EEOC. Nevertheless,
EMPLOYEE agrees that the Releasees will be shielded against any recovery by EMPLOYEE,
provided this Release Agreement is valid under applicable law.
	 
	 	E.	 	EMPLOYEE agrees he waives any right to participate in any settlement, verdict or judgment in
any class action against the Releasees arising from conduct occurring on or before the date
EMPLOYEE signs this Release Agreement, and that he waives any right to accept anything of
value or any injunctive relief associated with any such pending or threatened class action
against the Releasees.
	 
	 	F.	 	EMPLOYEE acknowledges that he is aware of and familiar with the provisions of Section
1542 of the California Civil Code, which provides as follows:
	 
	 	 	 	“A general release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by her, must
have materially affected his settlement with the debtor. ”




 









 






	 	 	 	EMPLOYEE waives and relinquishes all rights and benefits he may have under Section
1542 of the California Civil Code, or the law of any other state or jurisdiction, or
common law principle, to the same or similar effect. EMPLOYEE represents and
warrants that he has the authority to enter into this Agreement on his own behalf,
and to bind all persons and entities claiming through him.






	 	F.	 	Retention Agreement. EMPLOYEE and COMPANY agree that neither is waiving
any rights EMPLOYEE and/or COMPANY may have under the H&R Block Sale and Retention
Agreement entered into by the parties and that Agreement continues in full force and
effect in accordance with its terms.






	V.	 	Eligibility Criteria and Information About Selected Employees






	 	A.	 	Introduction. Pursuant to federal law, COMPANY is providing EMPLOYEE
with the information contained in Exhibit B. Exhibit B contains information regarding
the employees selected for benefits under the Plan.
	 
	 	B.	 	Eligibility Criteria and Time Limits. All COMPANY employees who are
being separated from employment by COMPANY in the Reorganization are being offered the
opportunity to receive the payments and benefits described in the Plan (attached as
Exhibit A) in exchange for a release of all claims against COMPANY.
	 
	 	C.	 	Decisional Unit. The decisional unit for this restructuring is the
President and Chief Executive Officer, and Chief Operating Officer of Option One
Mortgage Corporation.





 









 





THIS IS A RELEASE OF CLAIMS — READ CAREFULLY BEFORE SIGNING



I have read this Severance and Release Agreement. I have had the opportunity to obtain the advice
of legal counsel concerning the meaning and effect of this Release
Agreement. COMPANY advised me to
seek the advice of counsel on this issue. I fully understand the terms of this Release Agreement
and I understand it is a complete and final release of any of my claims against COMPANY. I sign
the Release Agreement as my own free act and deed.




	 	 	 	 	 	 	 
	3/14/08
 

Date

	 	 
	 	/s/ Robert E. Dubrish
 

EMPLOYEE
	 	 






               Subscribed
and sworn to before me, a Notary Public, this 14 day of March, 2008.



	 	 	 	 	 
	 

	 	/s/ B. Cohen
 

NOTARY PUBLIC
	 	 






My Commission expires: 5-30-08




	 	 	 
	 
	 


	 	 






          




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	COMPANY	 	 
	 
	 	 	 	 	 	 
	 

Date

	 	 
	 	/s/ Alan M. Bennett
 

By