Exhibit
10.16


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)
is made as of December 16, 2008 and is effective as of September 15, 2008 (the “Effective
Date”), by and between Prommis Solutions Holding Corp., a Delaware
corporation  (“Holdings”),
and Denis Brosnan, a resident of the State of South Carolina (referred to
herein as “You”).


 


RECITALS


 


WHEREAS, Holdings and
its subsidiaries (collectively, the “Company”) are engaged in providing
certain outsourced services to its customers, including law firms, relating to
their bankruptcy, foreclosure and post-foreclosure/real-estate owned (REO)
needs (the “Business”);


 


WHEREAS, the Company
has determined that in view of Your professional knowledge, expertise and
experience, Your services as an executive of the Company will be of great value
to the Company and, accordingly, the Company desires to enter into this
Agreement with You as set forth herein in order to secure such services as
determined by the Company; and


 


WHEREAS, You desire to
serve as an executive of the Company on the terms and conditions set forth
herein.


 


NOW, THEREFORE, for and in
consideration of Your employment by the Company, the above premises and the
mutual agreements hereinafter set forth, You and the Company agree as follows:


 


1.                                      Definitions.


 


(a)                                  “Affiliate” means any entity with whom the Company
would be considered a single employer under Section 414(b) or 414(c) of the
Code.


 


(b)                                 “Cause” shall mean (i) Your commission of any act of
fraud or dishonesty with respect to the Company, or any of its Affiliates, or
any of their customers or suppliers; (ii) Your conviction of any felony; (iii) Your
reporting to work under the influence of alcohol or illegal drugs, the use of
illegal drugs (whether or not at the workplace) or other repeated conduct which
causes the Company or any of its Affiliates substantial public disgrace or
disrepute or substantial economic harm; (iv) Your repeated failure, after
written notice specifying such failure and a reasonable opportunity during a
period of no fewer than thirty (30) days to cure such failure, to perform Your
duties hereunder responsibly (other than a failure resulting from Your Total
Disability); or (v) Your breach of Sections 5, 6, 7, 8
or 9 of this Agreement.


 


(c)                                  “Change in Circumstance” means (i) a substantial
adverse alteration in the nature or status of Your responsibilities without
Your written consent, (ii) without Your written consent, a material reduction
in employee benefits other than a reduction generally applicable to all
similarly situated executives of the Company or (iii) without Your written
consent, the Company’s relocation of You outside a sixty (60) mile radius of
4811 Wetherill Drive, Columbia, South Carolina 29209 prior to January 1, 2009,
or the Company’s relocation of You outside a sixty (60) mile radius of 1544 Old
Alabama Road, Roswell, Georgia 30076 on or after January 1, 2009, or (iv) You
are required to engage in activities, which in Your reasonable


 

















 


judgment
would constitute a material violation of any rule, order, injunction, censure,
regulation or guideline issued by any state professional association or
regulatory or administrative body (whether governmental, quasi-governmental or
private nature) responsible for oversight of attorney conduct, professional
responsibility or the practice of law.


 


(d)                                 “Code” means the Internal Revenue Code of 1986, as
amended, or any successor thereto.


 


(e)                                  “Person” means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.


 


(f)                                    “Total Disability” shall mean Your inability, through
physical or mental illness or accident, to perform the essential functions of
Your usual duties and responsibilities hereunder (as such duties are
constituted on the date of the commencement of such disability) for a period of
at least ninety (90) consecutive days following reasonable accommodation, all
as determined by an independent medical doctor licensed to practice medicine in
the State of Georgia retained by the Board to make such determination.  Total Disability shall be deemed to have
occurred on the first day following the expiration of such period.


 


2.                                      Employment; Duties.


 


(a)                                  The parties hereto acknowledge that from the Effective Date
through November 14 2008, You served as the Executive Vice President of
Business Development of the Company and You reported to the Company’s Chief
Executive Officer.  From November 15,
2008 until the termination of the Employment Period, You have served, and shall
serve, as the President of the Company and shall have the normal duties,
responsibilities, functions and authority of a President, subject to the power
and authority of the Board of Directors (the “Board”) of Holdings.  During the Employment Period, You shall
render such administrative, financial and other executive and managerial
services to the Company and its Affiliates which are consistent with Your
position as the Board may from time to time direct.


 


(b)                                 From November 15, 2008 until the termination of the
Employment Period, You shall report to the Board.  During the Employment Period, You shall
devote Your best efforts and Your full business time and attention (except for
permitted vacation periods, reasonable periods of illness or other incapacity,
and time spent fulfilling continuing legal education requirements) to the
business and affairs of the Company and its Affiliates; provided that
You shall be permitted to spend a reasonable amount of time on tax and
administrative matters related to the to wind down of Your consulting firm that
occurred in October, 2008, so long as such activities do not interfere with the
performance of Your duties and responsibilities under this Agreement.  You shall perform Your duties,
responsibilities and functions to the Company and its Affiliates hereunder to
the best of Your abilities in a diligent, trustworthy, professional and
efficient manner and shall comply with the Company’s and its Affiliates’
policies and procedures in all material respects.  In performing Your duties and exercising Your
authority under this Agreement, You shall support and implement the business
and strategic plans approved from time to time by the Board.  So long as You are employed by the Company


 


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or
any of its Affiliates, You shall not, without the prior written consent of the
Board, accept other employment or perform other services for compensation other
than for the Company and its Affiliates.


 


3.                                      Compensation.


 


(a)                                  (1)                                  The parties hereto acknowledge that from the Effective Date
through December 15, 2008, You were paid a base salary of two hundred fifty
thousand dollars ($250,000) per year. 
Effective as of the date hereof, Your base salary shall be increased to
three hundred thousand dollars ($300,000) per year.  The Board shall review Your base salary
annually during the Employment Period and, in its sole discretion, may increase
(but not decrease) such base salary from time to time.  The annual base salary payable to You under
this Section 3(a), as the same may be increased from time to time, shall
hereinafter be referred to as the “Base Salary”.  The Base Salary shall accrue and be due and
payable in equal, or as nearly equal as practicable, bi-weekly installments and
the Company may deduct from each such installment all amounts required to be
deducted and withheld in accordance with applicable federal and state income,
FICA and other withholding tax requirements.


 


(2)                                  If the Employment Period shall begin on other than the first
business day of a calendar month and/or if the Employment Period shall
terminate on other than the last day of a calendar month, Your compensation for
such month shall be prorated according to the number of days during such month
within the Employment Period.


 


(3)                                  You shall be eligible to receive a bonus based upon criteria
to be established by the Board in its sole discretion (the “Bonus Payments”).  All payments under this Section 3(a)(3)
shall be subject to all withholdings in accordance with applicable federal and
state income, FICA and other withholding tax requirements and shall be paid in
accordance with the Company’s practice for the timing of making bonus payments
to its employees, but in any event prior to March 15 of the year following the
year in which the Bonus Payment vests and becomes nonforfeitable.  The Bonus Payments will be up to 50% of Base
Salary for each calendar year of the Employment Period; provided that
the Company shall pay You a Bonus Payment at least $36,458 for the 2008
calendar year; and provided  further that the Company shall pay
You a Bonus Payment of at least $75,000 for the 2009 calendar year unless the
Company terminates You for Cause or You resign without a Change in
Circumstance.


 


(b)                                 While You are performing the services described herein, the
Company shall, upon Your request, reimburse You for all reasonable and
necessary expenses incurred by You in connection with the performance of Your
duties of employment hereunder.  All
reimbursements to You for expenses shall be reasonably documented and timely
submitted for reimbursement to the Company in accordance with the Company’s
normal reimbursement policies.  The
Company shall reimburse, at Your request, reasonable fees for professional
organizations reasonably related to the bankruptcy and foreclosure industries,
including continuing legal education expenses and state bar registration fees.  Such reimbursements shall be made as soon as
administratively practical following an appropriate request, provided You
submit Your request within thirty (30) days after You incur such expenses.  Notwithstanding anything to the contrary herein,
in the event of a termination of this Agreement for any reason,


 


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including
for Cause, You shall be entitled to any reimbursements accrued through Your
termination date in accordance with this paragraph.


 


(c)                                  During the Employment Period, the Company shall provide
health, medical, disability and group term life insurance, and other employee
welfare benefit plans and fringe benefits to You (and, to the extent
applicable, Your eligible family members and dependents) in accordance with any
group plan or program established by the Company and the Company shall pay all
premiums and costs required to maintain such coverage.  You shall also be eligible to participate in
any qualified and non-qualified retirement savings, defined benefit, and deferred
compensation plans that the Company sponsors for similarly situated executives.


 


(d)                                 You shall receive three (3) weeks paid vacation during each
full twelve (12) month period of the Employment Period.  Such vacation period may be increased from
time to time and at any time by the Company in its sole discretion but shall in
no event be shortened to less than three (3) weeks per full twelve (12) month
period.  Carryover of Your accrued
vacation, if any, will be determined pursuant to the Company’s normal vacation
pay policies.


 


(e)                                  During the Employment Period, You shall be covered under the
Company’s director and officer insurance policy for acts and omissions while an
officer or director of the Company in an amount of not less than $5 million
dollars for each occurrence.


 


(f)                                    During the Employment Period, the Company will maintain, at
its cost, a renewable long-term Total Disability plan that, subject to the
terms of such plan and any applicable plans, policies or programs, provides for
payment of not less than 60% of Your Base Salary for so long as any Total
Disability continues.


 


(g)                                 The Company shall reimburse You for (i) reasonable and
customary moving expenses and (ii) temporary housing costs for a period of six (6)
months, in each case subject to the Company’s requirements with respect to
reporting and documentation of such expenses.


 


4.                                      Term; Termination.


 


(a)                                  The term of Your employment under this Agreement shall
commence on the Effective Date and shall end on September 15, 2010 (the “Initial
Term”) and at end of the Initial Term hereof and each subsequent year
thereafter, shall be deemed to be extended automatically for an additional
one-year term on the same terms and conditions unless either the Company or You
give contrary written notice to the other party no less than sixty days prior
to the date on which this Agreement would otherwise be extended (the “Employment
Period”); provided that (i) the Employment Period shall terminate
immediately upon Your resignation (with or without a Change in Circumstance),
death or Total Disability, and (ii) the Employment Period may be terminated by
the Company at any time for Cause or without Cause.  Except as otherwise provided herein, any
termination of the Employment Period shall be effective as specified in a written
notice from the Company to You.  Solely
for purposes of determining Your right to compensation under Section 4(b)
below, You will not be considered to have terminated Your employment, and the
Employment Period will not be deemed to have terminated, unless


 


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You
have a “separation from service” within the meaning of Code Section 409A (as
defined below).


 


(b)                                 If the Employment Period is terminated by the Company, other
than as a result of (i) a termination by the Company for Cause, (ii) Your
resignation without a Change in Circumstance, (iii) Your Death or (iv) Your
Total Disability:


 


(1)                                  You shall continue to be paid the Base Salary for a period
of twelve (12) months following the effective date of the termination of Your
employment  (the
“Severance Period”), with the payments being made on a bi-weekly basis
on the first and fifteenth day of each month and commencing as provided in Section
4(b)(5);


 


(2)                                  You shall receive a pro-rata percentage (based on the actual
number of days worked during the applicable period) of all Bonus Payments which
You would have otherwise received but for the termination of the Employment
Period at the time You otherwise would have received such Bonus Payments but
for Your termination; and


 


(3)                                  the health, medical, life, and group life insurance coverage
afforded to You (and Your eligible family members and dependents) by the
Company or reimbursed by the Company, as set forth in Section 3(c) and (f),
shall be continued for the Severance Period; provided, however, that to the
extent any such benefits or payments are not exempt from Code Section 409A or
the Company is not able to provide such benefits or payments in a manner to
comply with Code Section 409A, the Company will make a lump sum payment to You
to cover the cost of these remaining benefits and payments over the Severance
Period no later than the 15th day of the third month following the end of the
calendar year during which Your employment is terminated.


 


(4)                                  You shall be entitled to the foregoing severance payments
and benefits if and only if (i) You have executed and delivered to the Company
a General Release similar in form and substance as set forth in Exhibit A
attached hereto and (ii) the General Release has become effective, in each case
within 60 days of Your termination of employment, and only for so long as You
have not revoked or breached the provisions of the General Release or breached
the provisions of Sections 5, 6, 7, 8 or 9
hereof.  You shall not be entitled any
other salary, compensation or benefits after termination of the Employment
Period, except as otherwise specifically provided for in the Company’s employee
benefit plans and in this Agreement.


 


(5)                                  The payments described in this Section 4(b) shall commence
as follows:


 


(i)                                     To the extent
any such cash payment or continuing benefit to be provided pursuant to this Section
4(b) is not “deferred compensation” for purposes of Code Section 409A, then
such payment or benefit shall commence upon the first scheduled payment date
immediately after the date the General Release is executed and no longer
subject to revocation (the “Release Effective Date”).  The first such cash payment
shall include payment of all amounts that otherwise would have been due prior
to the Release Effective Date under the terms of this Agreement applied as
though such payments commenced immediately upon Your


 


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termination of employment, and any payments
made thereafter shall continue as provided herein.  The delayed benefits shall in any event
expire at the time such benefits would have expired had such benefits commenced
immediately following Your termination of employment.


 


(ii)                                  To the extent
any such cash payment or continuing benefit to be provided is “deferred
compensation” for purposes of Code Section 409A, then such payments or benefits
shall be made or commence upon the sixtieth (60) day following Your termination
of employment.  The first such
cash payment shall include payment of all amounts that otherwise would have
been due prior thereto under the terms of this Agreement had such payments
commenced immediately upon Your termination of employment, and any payments
made thereafter shall continue as provided herein.  The delayed benefits shall in any event
expire at the time such benefits would have expired had such benefits commenced
immediately following Your termination of employment.


 


(iii)                               The Company may
provide, in its sole discretion, that You may continue to participate in any
benefits delayed pursuant to this section during the period of such delay,
provided that You shall bear the full cost of such benefits during such delay
period.  Upon the date such benefits
would otherwise commence pursuant to this Section, the Company may reimburse
You the Company’s share of the cost of such benefits, to the extent that such
costs would otherwise have been paid by the Company or to the extent that such
benefits would otherwise have been provided by the Company at no cost to You,
in each case had such benefits commenced immediately upon Your termination of
employment.  Any remaining benefits shall
be reimbursed or provided by the Company in accordance with the schedule and
procedures specified herein.


 


(c)                                  In the event that (i) Your employment is terminated by the
Company for Cause, (ii) You resign without a Change in Circumstance or (iii) Your
employment is terminated by reason of Your death or Total Disability, You shall
only be entitled to receive Your Base Salary earned through the date of
termination or resignation and You shall not be entitled to any other salary,
compensation or benefits from the Company or its Affiliates thereafter, except
as otherwise specifically provided for under the Company’s employee benefit
plans and the Company shall pay You for any reimbursable expenses owed to You
through the effective date of the termination or Your employment.


 


(d)                                 In the event that Your employment is terminated due to Your
death, the Company will provide Your eligible family members and dependents
with medical insurance coverage under the Company’s then current benefit plans
for a period of three (3) months following Your death.


 


(e)                                  Section 409A Compliance.


 


(1)                                  The intent of the parties is that payments and benefits
under this Agreement comply with Section 409A of the Code and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”)
and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. 
In no event whatsoever shall the Company be liable for any additional
tax, interest or penalty that may be 


 


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imposed
on You by Code Section 409A or damages for failing to comply with Code Section 409A.


 


(2)                                  If required by Code Section 409A due to You being a “specified
employee” as defined in Code Section 409A, any amounts payable to You during
the first six months and one day following the date of termination pursuant to Section
4(b) shall be deferred until the date which is six months and one day
following such termination (and the first such cash payment shall include
payment of all amounts that otherwise would have been due prior thereto under
the terms of this Agreement had such payments commenced immediately upon Your
termination of employment, and any payments thereafter shall continue as
provided herein).


 


(3)                                  For purposes of compliance with Code Section 409A, (i) all
expenses or other reimbursements under this Agreement shall be made on or prior
to the last day of the taxable year following the taxable year in which such
expenses were incurred by You, (ii) any
right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit, and
(iii) no such reimbursement, expenses eligible for reimbursement, or in-kind
benefits provided in any taxable year shall in any way affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year.


 


(4)                                  For purposes of Code Section 409A, Your right to receive any
installment payment pursuant to this Agreement shall be treated as a right to
receive a series of separate and distinct payments.  Whenever a payment under this Agreement
specifies a payment period with reference to a number of days, the actual date
of payment within the specified period shall be within the sole discretion of
the Company.


 


(5)                                  Notwithstanding any other provision of this Agreement to the
contrary, in no event shall any payment under this Agreement that constitutes “deferred
compensation” for purposes of Code Section 409A be subject to offset by any
other amount unless otherwise permitted by Code Section 409A.


 


5.                                      Confidential Information.


 


(a)                                  Obligation to Maintain Confidentiality.  You acknowledge
that the continued success of the Company and its Affiliates depends upon the
use and protection of a large body of confidential and proprietary
information.  All of such confidential
and proprietary information now existing or to be developed in the future will
be referred to in this Agreement as “Confidential Information.”  Confidential Information shall be deemed to
consist of all information of any sort (whether obtained prior to or after the
date hereof) that is (i) related to the Company’s or its Affiliates’ (or their
respective predecessors as it relates to the Business) current or potential
business and (ii) is not generally or publicly known.  Confidential Information includes, without
specific limitation, the information, observations and data obtained by You
during the course of Your employment with the Company concerning the business
and affairs of the Company and its Affiliates (and during the course of Your
employment with the Company’s and its Affiliates’ predecessors concerning the
Business), information concerning acquisition opportunities in or reasonably
related to the Company’s or its Affiliates’ business or industry of which You
become aware during the Employment Period, the persons or entities that are
current, 


 


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former
or prospective suppliers or customers of any one or more of them during Your
employment with the Company, as well as development, transition and
transformation plans, methodologies and methods of doing business, strategic,
marketing and expansion plans, including plans regarding planned and potential
customers, financial and business plans, employee lists and telephone numbers,
new and existing programs and services, prices and terms, customer service,
integration processes, requirements and costs of providing service, support and
equipment.  Therefore, You agree that You
shall not disclose to any unauthorized person or use for Your own account any
of such Confidential Information without the Board’s prior written consent,
unless and to the extent that any Confidential Information (i) is or
subsequently becomes generally known to and available for use by the public
other than as a result of Your acts; (ii) is rightfully
received by You from a third party who, to Your knowledge, is not under a duty
of confidentiality; or (iii) is
required to be disclosed pursuant to any applicable law or court order.  You agree to deliver to the Company at the
end of the Employment Period, or at any other time the Company may request in
writing, all memoranda, notes, plans, records, reports and other documents (and
copies thereof) relating to the business of the Company or its Affiliates
(including, without limitation, all Confidential Information) that You may then
possess or have under Your control.


 


(b)                                 Third Party Information.  You understand that the Company and its
Affiliates will receive from third parties confidential or proprietary
information (“Third Party Information”) subject to a duty on the Company’s
and its Affiliates’ part to maintain the confidentiality of such information
and to use it only for certain limited purposes.  During the Employment Period and thereafter,
and without in any way limiting the provisions of Section 5(a) above,
You will hold Third Party Information in the strictest confidence and will not disclose
to anyone (other than personnel of the Company or its Affiliates who need to
know such information in connection with their work for the Company or such
Affiliates) or use, except in connection with Your work for the Company or its
Affiliates, Third Party Information unless expressly authorized by a member of
the Board in writing.


 


6.                                      Intellectual Property, Inventions and
Patents.


 


(a)                                  You acknowledge that all discoveries, concepts, ideas,
inventions, innovations, improvements, developments, methods, methods of doing
business, processes, programs, designs, analyses, drawings, reports, data,
software, trade secrets, firmware, logos, software, patent applications,
copyrightable work and mask work (whether or not including any confidential
information) and all registrations or applications related thereto, all other
proprietary information and all similar or related information (whether or not
patentable) which relate to the Company’s or any of its Affiliates’ actual or
anticipated business, research and development or existing or future products
or services and which are conceived, developed, acquired, contributed to, made,
or reduced to practice by You (whether alone or jointly with others) while
employed by the Company or its predecessor and their Affiliates, whether before
or after the date of this Agreement (collectively, “Work Product”),
belong to the Company or such Affiliate. 
The provisions of this Section 6 will apply to Work Product which
is first reduced to practice and developed during the Employment Period,
whether or not further development or reduction to practice may take place
after termination of this Agreement.


 


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(b)                                 You shall promptly disclose Work Product to the Board and,
at the Company’s expense, perform all actions reasonably requested by the Board
(whether during or after the Employment Period) to establish and confirm such
ownership (including, without limitation, providing testimony and executing
assignments, consents, powers of attorney and other instruments).


 


(c)                                  Any copyrightable work falling within the definition of Work
Product shall be deemed a “work made for hire” under the copyright laws of the
United States, and ownership of all rights therein shall vest in the Company or
its Affiliate.  To the extent that any
Work Product is not deemed to be a “work made for hire,” You hereby assign and
agree to assign to the Company or such Affiliate all right, title and interest,
including without limitation, the intellectual property rights that You may
have in and to such Work Product.  You
agree to execute any documents and take any actions (at the Company’s expense)
that may be legally required to effect and confirm such transfer and assignment
and waiver.


 


(d)                                 You understand, however, that there is no obligation being
imposed on You to assign to the Company or any Affiliate, any invention falling
within the definition of Work Product for which no equipment, supplies,
facility, or trade secret information of the Company or any of its Affiliates
(or any of their predecessors) was used and that was developed entirely on Your
own time, unless: (i) such Work Product relates to the Company’s, or its
Affiliates’ businesses or their actual or demonstrably anticipated research or
development, or (ii) the Work Product results from any work performed by You
for the Company, or its Affiliates under this Agreement.


 


(e)                                  You have identified and listed on Exhibit B all Work
Product that is or was owned by You or was written, discovered, made, conceived
or first reduced to practice by You alone or jointly with another person prior
to Your employment under this Agreement and with the Company’s and its
Affiliates’ predecessors.  If no such
Work Product is listed, You represent to the Company that You do not now nor
have You ever owned, nor have You made, any such Work Product.


 


7.                                      Non-Competition.  You
acknowledge that during the course of Your employment with the Company and its
Affiliates You will become familiar with the Company’s and its Affiliates’ trade
secrets and with other Confidential Information concerning the Company and its
Affiliates and that Your services shall be of special, unique and extraordinary
value to the Company and its Affiliates, and therefore, in further
consideration of the compensation to be paid to You hereunder, You agree that
during Your employment with the Company or any of its Affiliates and for a
period of  twelve
(12) months after termination of Your employment with the Company and its
Affiliates for any reason, You shall not, directly or indirectly, within the
Territory (as defined below), provide Services (as defined below) to any Person
(including You) which is at the time engaged in the Business.  As used herein, the “Territory” shall mean
the United States and “Services” shall mean services provided by You to the
Company or any of its Affiliates during the one year period immediately
preceding the termination of Your employment with the Company.  Nothing herein shall prohibit You from being
a passive owner of not more than 2% of the outstanding stock of any class of a
corporation which is publicly traded, so long as You have no active
participation in the business of such corporation.


 


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8.             Customer Non-Solicitation.  You
agree that during Your employment with the Company and for a period of twelve
(12) months after termination of Your employment with the Company for any
reason, You will not directly or indirectly on Your own behalf or on behalf of
any other Person, except on behalf of the Company, (i) solicit or call upon any
customer or client or Prospective Customer (as defined below) of the Company or
any of its Affiliates with a view to providing to such customer or Prospective
Customer the services provided by the Company and its Affiliates in connection
with the Business; provided, however, that the restrictions set
forth in this clause (i) shall apply only to customers or Prospective Customers
of the Company and its Affiliates with whom You had Material Contact (as
defined below) during the twelve (12)-month period immediately preceding the
termination of Your employment with the Company and its Affiliates, or (ii) induce
or attempt to induce any customer or licensee of the Company or any of its
Affiliates to cease doing business with the Company or such Affiliate
(including, without limitation, by making any negative or disparaging
statements or communications regarding the Company or its Affiliates).  As used herein, “Prospective Customer” shall
mean any Person to whom the Company or any of its Affiliates has sent or
delivered a written servicing proposal or contract in connection with the
Business of the Company and its Affiliates, and “Material Contact” shall mean
contact between You and each customer or Prospective Customer (A) with whom You
dealt; (B) whose dealings with the Company were coordinated or supervised by
You; or (C) about whom You obtained Confidential Information in the ordinary
course of business as a result of Your association with the Company.


 


9.             Employee Non-Solicitation.  You
agree that during Your employment with the Company and for a period of twelve
(12) months  after
termination of Your employment with the Company for any reason, You will not
directly or indirectly through another person or entity, except on behalf of
the Company, recruit, hire or attempt to recruit or hire, directly or by
assisting others, any other person who was an employee of the Company or any of
its Affiliates within the two-year period prior to Your termination of
employment or is an employee of the Company or any of its Affiliates following
Your termination of employment, or otherwise induce or attempt to induce any
employee of the Company or any Affiliate to leave the employ of the Company or
such Affiliate or in any way interfere with the relationship between the
Company or any Affiliate and any employee thereof.


 


10.          Termination of Restrictive Covenants;
Practice of Law.  In the event of a winding-up,
dissolution or general cessation of business by the Company, or the Company’s
failure to make the severance payments provided under Section 4(b) hereunder
which continues uncured for more than 90 days, the covenants set forth in Sections
7, 8 and 9 shall automatically terminate upon the occurrence
of such event.  Nothing
contained in Sections 5, 6, 7, 8 or 9 is
intended to, nor shall, limit or restrict Your ability to engage in the
practice of law, and the Company hereby expressly permits You to engage in the
practice of law in the practice area of Your choosing, notwithstanding any
provision of such sections.


 


11.          Enforcement.  If,
at the time of enforcement of Sections 5, 6, 7, 8
or 9 of this Agreement, a court holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto
agree that the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or area and
that the court shall be allowed to revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law.  You agree that the covenants contained in Sections
5, 


 


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6, 7, 8 and 9 are of the essence of this
Agreement; that each of the covenants is reasonable and necessary to protect
the business, interest and properties of the Company; and that irreparable loss
and damage will be suffered by the Company should You breach any of the
covenants.  Therefore, You agree that in
addition to all other remedies provided by law or in equity, the Company and
its Affiliates or their successors and assigns shall be entitled to a temporary
restraining order and temporary and permanent injunction to prevent a breach or
contemplated breach of any of the covenants (without posting a bond or other
security).  In addition, in the event of
a breach or violation by You of Section 7, the time period set forth
therein shall be automatically extended by the amount of time between the
initial occurrence of the breach or violation and when such breach or violation
has been duly cured. You acknowledge that the restrictions contained in Section
7 are reasonable and that You have reviewed the provisions of this
Agreement with Your legal counsel.


 


12.          Additional Acknowledgments.  You acknowledge that the provisions of Sections
5, 6, 7, 8 or 9 are in consideration of: (i) employment
with the Company, and (ii) additional good and valuable consideration as set
forth in this Agreement.  In addition,
You agree and acknowledge that the restrictions contained in Sections 5,
6, 7, 8 or 9 do not preclude You from earning a
livelihood, nor do they unreasonably impose limitations on Your ability to earn
a living.  In addition, You acknowledge (i)
that the business of the Company and its Affiliates may be national in scope, (ii)
notwithstanding the state of incorporation or principal office of the Company
or residence of any of its respective employees (including You), it is expected
that the Company and its Affiliates will have business activities and have
valuable business relationships within its industry throughout the United
States.  You agree and acknowledge that
the potential harm to the Company and its Affiliates of the non-enforcement of Sections
5, 6, 7, 8 or 9 outweighs any potential harm to
You of its enforcement by injunction or otherwise.  You acknowledge that You have carefully read
this Agreement and have given careful consideration to the restraints imposed
upon You by this Agreement, and are in full accord as to their necessity for
the reasonable and proper protection of confidential and proprietary
information and relationships of the Company and its Affiliates now existing or
to be developed in the future.  You
expressly acknowledge and agree that each and every restraint imposed by this
Agreement is reasonable with respect to subject matter, time period and
geographical area.


 


13.          Representations.  You hereby represent and warrant to the
Company that (i) the execution, delivery and performance of this Agreement by
You does not and shall not conflict with, breach, violate or cause a default
under any contract, agreement, instrument, order, judgment or decree to which
You are a party or by which You are bound, (ii) You are not a party to or bound
by any employment agreement with any other person or entity or any noncompete
agreement or confidentiality agreement that are violated by the execution of
and performance under this agreement and (iii) upon the execution and delivery
of this Agreement by the Company, this Agreement shall be Your valid and
binding obligation, enforceable against You in accordance with its terms.  You hereby acknowledge and represent that You
have consulted with independent legal counsel regarding Your rights and
obligations under this Agreement and that You fully understand the terms and
conditions contained herein.


 


14.          Corporate Opportunity.  During the Employment Period, You shall
submit to the Board all business, commercial and investment opportunities or
offers presented to You or of which You become aware which relate to the
Business at any time during the Employment 


 


11

















 


Period
(“Corporate Opportunities”). 
Unless approved by the Board, You shall not accept or pursue, directly
or indirectly, any Corporate Opportunities on Your own behalf.


 


15.          Cooperation.  During the Employment Period and thereafter,
You agree to cooperate with the Company and its Affiliates in any internal
investigation, any administrative, regulatory or judicial investigation or
proceeding or any dispute with a third party as reasonably requested by the
Company (including, without limitation, being available to the Company upon
reasonable notice for interviews and factual investigations, appearing at the
Company’s request to give testimony without requiring service of a subpoena or
other legal process, volunteering to the Company all pertinent information and
turning over to the Company all relevant documents which are or may come into
Your possession, all at times and on schedules that are reasonably consistent
with Your other permitted activities and commitments). In the event the Company
requires Your cooperation in accordance with this Section 15, the
Company shall reimburse You solely for reasonable travel expenses (including
lodging and meals) upon submission of receipts, and, to the extent such
cooperation takes place after the termination of the Severance Period, a per
diem of five hundred dollars ($500).


 


16.          Survival.  Sections 1, 4 through 13
and 15 through 24, inclusive, shall survive and continue in full
force in accordance with their terms notwithstanding the expiration or
termination of the Employment Period.


 


17.          Severability.  In
case any one or more of the provisions of this Agreement shall for any reason
be held to be invalid, illegal or unenforceable in any respect by a court of
competent jurisdiction, the validity of the remaining covenants set forth
herein shall not be affected thereby.


 


18.          Assignment.  This
Agreement is intended to bind and inure to the benefit of and be enforceable by
the parties hereto and their respective heirs, successors and assigns, except
that You may not assign Your rights or delegate Your duties or obligations
hereunder without the prior written consent of Holdings.


 


19.          Notices.  Except
as otherwise specifically provided herein, any notice required or permitted to
be given to You pursuant to this Agreement shall be given in writing, and
personally delivered or mailed to You by certified mail, return receipt
requested, at the address set forth below Your signature on this Agreement or
at such other address as You shall designate by written notice to the Company
given in accordance with this Section 19, and any notice required or
permitted to be given to the Company shall be given in writing, and personally
delivered or mailed to the Company by certified mail, return receipt requested,
addressed to the Company at the address set forth under the signature of the
Company or at such other address as the Company shall designate by written notice
to You given in accordance with this Section 19.  Any notice complying with this Section 19
shall be deemed received when personally delivered or mailed to the addressee.


 


20.          Waiver.  The
waiver by either party hereto of any breach of this Agreement by the other
party hereto shall not be effective unless in writing, and no such waiver shall
operate or be construed as the waiver of the same or another breach on a
subsequent occasion.


 


12

















 


21.          Governing Law.  This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the internal laws of the State of
Georgia without regard to conflicts of laws. In any action or proceeding
brought with respect to or in connection with this Agreement, You and the
Company both hereby irrevocably agree to submit to the jurisdiction and venue
of the courts of the State of Georgia, and both parties consent to receive
service of process in the State of Georgia. 
You and the Company both agree that any action or proceeding in
connection with this Agreement shall be brought exclusively in a United States
court located in the State of Georgia.


 


22.          Beneficiary.  The
covenants, terms, and provisions set forth in this Agreement shall inure to the
benefit of and be enforceable by You, Your heirs, and legal representatives and
by the Company and its permitted successors, assigns, and
successors-in-interest, including, without limitation, any corporation,
partnership, or other entity with which the Company may be merged. The Company
shall require any such successor to expressly acknowledge and agree in writing
to assume the Company’s obligations hereunder. Except as expressly set forth
herein, nothing expressed or implied in this Agreement is intended to confer,
nor anything herein shall confer, upon any person other than the parties hereto
any rights, remedies, obligations or liabilities whatsoever.


 


23.          Entire Agreement.  This
Agreement embodies the entire agreement of the parties hereto relating to Your
employment by the Company in the capacity herein stated and, except as
specifically provided herein, no provisions of any employee manual, personnel
policies, Company directives or other agreement or document shall be deemed to
modify the terms of this Agreement.  No
amendment or modification of this Agreement shall be valid or binding upon You
or the Company unless made in writing and signed by the parties hereto.  All prior understandings and agreements
relating to Your employment by the Company, in whatever capacity, are hereby
expressly terminated. The parties have participated jointly in the negotiation
and drafting of this Agreement. If an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.


 


24.          Time of the Essence.  Time is of the essence of this Agreement and each of the
provisions hereof.


 


[Signature Page Follows]


 


13

















 


IN WITNESS WHEREOF, You and the
Company have executed and delivered this Agreement effective as of the date
first shown above.


 


 


	
  THE
  COMPANY:

  	
   

  	
  YOU, THE EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  PROMMIS
  SOLUTIONS HOLDING CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Kenneth M. Goins, Jr.

  	
   

  	
  /s/
  Denis A. Brosnan, Jr.

  
	
   

  	
  Name:
  Kenneth M. Goins, Jr.

  	
   

  	
  DENIS
  BROSNAN

  
	
   

  	
  Title:
  CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1544
  Old Alabama Road

  	
   

  	
  4811
  Wetherill Drive

  
	
  Roswell,
  GA 30076

  	
   

  	
  Columbia,
  SC 29209

  



 

















 


Exhibit A


 


GENERAL
RELEASE


 


I, DENIS BROSNAN, in consideration of and subject to
the performance by Prommis Solutions Holdings Corp., a Delaware corporation
(together with its affiliates, the “Company”), of its obligations under
the Executive Employment Agreement, dated as of December 16, 2008 (the “Agreement”),
do hereby release and forever discharge as of the date hereof the Company and
its affiliates and all present and former directors, officers, agents,
representatives, employees, successors and assigns of the Company and its
affiliates and the Company’s direct or indirect owners (collectively, the “Released
Parties”) to the extent provided below.


 


1.                                       I understand that any payments or
benefits paid or granted to me under Section 4(b) of the Agreement represent,
in part, consideration for signing this General Release and are not salary,
wages or benefits to which I was already entitled. I understand and agree that
I will not receive the payments and benefits specified in Section 4(b) of the
Agreement unless I execute this General Release and do not revoke this General
Release within the time period permitted hereafter or breach this General
Release.  I also acknowledge and
represent that I have received all payments and benefits that I am entitled to
receive (as of the date hereof) by virtue of any employment by the Company.


 


2.                                       Except as provided in paragraph 4 below
and except for the provisions of the Agreement which expressly survive the
termination of my employment with the Company, I knowingly and voluntarily (for
myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims,
suits, controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, compensatory damages, liquidated damages, punitive or exemplary
damages, other damages, claims for costs and attorneys’ fees, or liabilities of
any nature whatsoever in law and in equity, both past and present (through the
date this General Release becomes effective and enforceable) against the
Company or any of the Released Parties which I, my spouse, or any of my heirs,
executors, administrators or assigns, may have, to the extent that I have
knowledge or could reasonably be expected to have knowledge of such matter or
the facts giving rise to such matter, and which arise out of or are connected
with my employment with, or my separation or termination from, the Company
(including, but not limited to, any allegation, claim or violation, arising
under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights
Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963,
as amended; the Americans with Disabilities Act of 1990; the Family and Medical
Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the
Employee Retirement Income Security Act of 1974; any applicable Executive Order
Programs; the Fair Labor Standards Act; or their state or local counterparts;
or under any other federal, state or local civil or human rights law, or under
any other local, state, or federal law, regulation or ordinance; or 


 

















 


under any public policy, contract or tort, or under
common law; or arising under any policies, practices or procedures of the
Company; or any claim for wrongful discharge, breach of contract, infliction of
emotional distress, defamation; or any claim for costs, fees, or other
expenses, including attorneys’ fees incurred in these matters) (all of the
foregoing collectively referred to herein as the “Claims”).


 


3.                                       I represent that I have made no
assignment or transfer of any right, claim, demand, cause of action, or other
matter covered by paragraph 2 above.


 


4.                                       I agree that this General Release does
not waive or release any rights or claims that I may have under the Age
Discrimination in Employment Act of 1967 which arise after the date I execute
this General Release. I acknowledge and agree that my separation from
employment with the Company in compliance with the terms of the Agreement shall
not serve as the basis for any claim or action (including, without limitation,
any claim under the Age Discrimination in Employment Act of 1967).


 


5.                                       In signing this General Release, I
acknowledge and intend that it shall be effective as a bar to each and every
one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and
all of its express terms and provisions. I acknowledge and agree that this
waiver is an essential and material term of this General Release and that
without such waiver the Company would not have agreed to the terms of the
Agreement.  I further agree that in the
event I should bring a Claim seeking damages against the Company, or in the
event I should seek to recover against the Company in any Claim brought by a
governmental agency on my behalf, this General Release shall serve as a
complete defense to such Claims. I further agree that I am not aware of any
pending claim of the type described in paragraph 2 as of the execution of this
General Release.


 


6.                                       I agree that neither this General
Release, nor the furnishing of the consideration for this General Release,
shall be deemed or construed at any time to be an admission by the Company, any
Released Party or myself of any improper or unlawful conduct.


 


7.                                       I agree that I will forfeit all amounts
payable by the Company pursuant to the Agreement if I challenge the validity of
this General Release. I also agree that if I violate this General Release by
suing the Company or the other Released Parties, I will pay all costs and
expenses of defending against the suit incurred by the Released Parties,
including reasonable attorneys’ fees, and return all payments received by me
pursuant to the Agreement.


 


8.                                       I agree that this General Release and the
Agreement are confidential and agree not to disclose any information regarding
the terms of this General Release or the Agreement, except to my immediate
family and any tax, legal or other counsel I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the
foregoing not to disclose the same to anyone.


 


9.                                       Any non-disclosure provision in this
General Release does not prohibit or restrict me (or my attorney) from
responding to any inquiry about this General Release or its underlying 


 

















 


facts and circumstances by the Securities and Exchange
Commission (SEC), the National Association of Securities Dealers, Inc. (NASD),
any other self-regulatory organization or governmental entity.


 


10.                                 I agree to reasonably cooperate with the
Company in any internal investigation, any administrative, regulatory, or
judicial proceeding or any dispute with a third party. I understand and agree
that my cooperation may include, but not be limited to, making myself available
to the Company upon reasonable notice for interviews and factual
investigations; appearing at the Company’s request to give testimony without
requiring service of a subpoena or other legal process; volunteering to the
Company pertinent information; and turning over to the Company all relevant
documents which are or may come into my possession all at times and on
schedules that are reasonably consistent with my other permitted activities and
commitments. I understand that in the event the Company asks for my cooperation
in accordance with this provision, the Company will reimburse me solely for
reasonable travel expenses, (including lodging and meals), upon my submission
of receipts and, to the extent such cooperation takes place after the
termination of the Severance Period (as defined in the Agreement), a per diem
of five hundred dollars ($500).


 


11.                                 I agree that as of the date hereof, I
have returned to the Company any and all property, tangible or intangible,
relating to its business, which I possessed or had control over at any time
(including, but not limited to, company-provided credit cards, building or
office access cards, keys, computer equipment, manuals, files, documents,
records, software, customer data base and other data) and that I shall not
retain any copies, compilations, extracts, excerpts, summaries or other notes
of any such manuals, files, documents, records, software, customer data base or
other data.


 


12.                                 Notwithstanding anything in this General
Release to the contrary, this General Release shall not relinquish, diminish,
or in any way affect any rights or claims arising out of any breach by the
Company or by any Released Party of the Agreement after the date hereof.


 


13.                                 Whenever possible, each provision of this
General Release shall be interpreted in, such manner as to be effective and
valid under applicable law, but if any provision of this General Release is held
to be invalid, illegal or unenforceable in any respect under any applicable law
or rule in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other provision or any other jurisdiction, but this
General Release shall be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision had never been contained
herein.


 


BY SIGNING THIS GENERAL
RELEASE, I REPRESENT AND AGREE THAT:


 


1.                                       I HAVE READ IT CAREFULLY;


 


2.                                       I UNDERSTAND ALL OF ITS TERMS AND KNOW
THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII
OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL 


 

















 


PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT
OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;


 


3.                                       I VOLUNTARILY CONSENT TO EVERYTHING IN
IT;


 


4.                                       I HAVE BEEN ADVISED TO CONSULT WITH AN
ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;


 


5.                                       I HAVE HAD AT LEAST 21 DAYS FROM THE DATE
OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON                                    ,            TO CONSIDER IT AND THE CHANGES MADE SINCE THE                                    ,            VERSION OF THIS RELEASE ARE NOT MATERIAL AND
WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;


 


6.                                       THE CHANGES TO THE AGREEMENT SINCE                                      ,            EITHER ARE NOT MATERIAL OR WERE MADE AT MY
REQUEST.


 


7.                                       I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER
THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT
BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;


 


8.                                       I HAVE SIGNED THIS GENERAL RELEASE
KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE
ME WITH RESPECT TO IT; AND


 


9.                                       I AGREE THAT THE PROVISIONS OF THIS
GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN
INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND
BY ME.


 


 


	
  DATE:

  	
   

  	
   

  	
   

  



 

















 


Exhibit B


 


WORK PRODUCT