Exhibit 10.18


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”)
is made this 1st day of March, 2010 (the “Effective Date”), by and
between Prommis Solutions Holding Corp., a Delaware corporation  (“Holdings”), and George W.
Dunaway, a resident of the State of Georgia (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, (iii) without Your written consent, relocation of the Company’s
principal place of business outside a fifty (50) mile radius of Atlanta,
Georgia 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)           “Change
in Control” means (i) the transfer of all or substantially all of the
Company’s total assets on a consolidated basis to an unaffiliated third party;
or (ii) any sale, transfer, or issuance or series of sales, transfers
and/or issuances of voting securities by Holdings or any holders of Common
Stock which results in any Person or group of Persons (as the term “group” is
used under the Securities Exchange Act of 1934), other than Great Hill Equity
Partners II, L.P. and its Affiliates, owning more than 50% of the voting
securities outstanding at the time of such sale, transfer or issuance or series
of sales, transfers and/or issuances.


 


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


 


(f)            “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.


 


(g)           “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)           During
the Employment Period, You shall serve as the Chief Financial Officer of the
Company and shall have the normal duties, responsibilities, functions and
authority of a Chief Financial Officer, subject to the power and authority of
the Chief Executive Officer and 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 Chief Executive Officer and the Board may from time to
time direct.


 


(b)           During
the Employment Period, You shall report to the Chief Executive Officer and the
Board and shall devote Your best efforts and Your full business time and
attention (except for permitted vacation periods and reasonable periods of
illness or other incapacity) to the business and affairs of the Company and its
Affiliates.  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 Chief 


 


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Executive
Officer and Board.  So long as You are
employed by the Company 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)           You shall be paid a base salary of two hundred fifty
thousand dollars ($250,000) 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,
semi-monthly 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 in an amount of up to 50% of Your Base
Salary 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.


 


(4)           The
Company has established the Prommis Solutions Holding Corp. Third Amended and
Restated 2006 Stock Option Plan (“Equity Incentive Plan”).  Subject to the terms and conditions of the
Equity Incentive Plan, You shall be eligible to receive stock option and/or
restricted stock awards under the Equity Incentive Plan from time to time as
the Board of Directors, in its sole discretion, determines appropriate.


 


(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. 
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


 


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Agreement
for any reason, 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 four (4) 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 four (4) 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 (which shall include a limited “employed lawyer”
coverage) 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.  In addition, the Company shall reimburse You
during the Employment Period the amount of premiums payable by You with respect
to a personal supplemental long-term disability insurance policy providing for
benefits equal to at least 40% of Your Base Salary for so long as any Total
Disability continues.


 


4.             Term; Termination.


 


(a)           The
term of Your employment under this Agreement shall commence on the Effective
Date and shall end on March 1, 2014 (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, (ii) at Your election, the Employment Period shall terminate
upon the consummation of a Change in Control, and (iii) the Employment Period
may be terminated by the Company at any time prior to March 1, 2014 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 you have a “separation from service” within
the meaning of Code Section 409A.


 


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(b)           If
the Employment Period is terminated by the Company prior to March 1, 2014,
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 six (6) months
following the effective date of the termination of Your employment  (the
“Severance Period”), with the payments being made on a semi-monthly
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 terminates.


 


(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 the General Release
in form and substance as set forth in Exhibit A attached hereto and
(ii) the General Release has become effective, 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.


 


(5)           To
the extent that severance payments or benefits pursuant to this Agreement are
conditioned upon the execution and delivery by You of a release of claims, You
shall forfeit all rights to such payments and benefits unless such release is
signed and delivered (and no longer subject to revocation, if applicable)
within sixty (60) days following the date of Your termination of
employment.  If the foregoing release is
executed and delivered and no longer subject to revocation as provided in the
preceding sentence, then the following shall apply:


 


a)     To the extent any such cash
payment or continuing benefit to be provided 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 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 


 


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the
terms of this Agreement applied as though 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.


 


b)    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.


 


c)     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.


 


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(e)           The
Company will continue to maintain the insurance coverage described in Section 3(e) for
a period of thirty-six (36) months after the termination of Your employment,
regardless of the reason therefor.


 


(f)            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).


 


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
Effective Date) 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, 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, 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.


 


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(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 his 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 Affiliates, whether before or after the Effective Date
(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.


 


(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 


 


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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.  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.  In
further consideration of the compensation to be paid to You hereunder, 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, You agree
that during your employment with the Company or any of its Affiliates and for a
period of  eighteen
(18) 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
within a 50-mile radius of Roswell, Georgia, 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.


 


8.             Customer Non-Solicitation.  You
agree that during your employment with the Company and for a period of eighteen
(18) 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 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 eighteen-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; 


 


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(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 eighteen
(18) 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.


 


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, 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 


 


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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, noncompete agreement
or confidentiality agreement with any other person or entity 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 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 4 through 13 and 15 through 25, inclusive,
shall survive and continue in full force in accordance with their terms
notwithstanding the expiration or termination of the Employment Period.


 


11














 


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 and the rights and obligations of the parties hereunder may not be
assigned, transferred, pledged or encumbered in any way without the prior
written consent of the other party and any attempted assignment, transfer,
pledge, encumbrance or other disposition absent such consent shall be null and
void.


 


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
upon actual receipt by 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.


 


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 


 


12

















 


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.


 


25.          Section 409A Compliance.


 


(a)           The
intent of the parties is that payments and benefits under this Agreement comply
with Internal Revenue Code Section 409A 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 imposed on You by Code Section 409A
or damages for failing to comply with Code Section 409A.


 


(b)           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.


 


(c)           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.


 


(d)           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.


 


[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:

  	
   

  
	
   

  	
   

  
	
  PROMMIS
  SOLUTIONS HOLDING CORP.

  	
  YOU, THE EXECUTIVE:

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Denis A. Brosnan, Jr.

  	
   

  	
  /s/ George W. Dunaway

  
	
   

  	
  Name:
  Denis Brosnan

  	
  George
  W. Dunaway

  
	
   

  	
  Title:
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  1544
  Old Alabama Road

  Roswell,
  GA 30076

  	
  1113
  Waterford Green Point

  Marietta,
  GA 30068

  
				



 

















 


Exhibit A


 


GENERAL
RELEASE


 


I, George W. Dunaway, in consideration of and
subject to the performance by Prommis Solutions Holding Corp., a Delaware
corporation (together with its affiliates, the “Company”), of its
obligations under the Executive Employment Agreement, dated as of March 1,
2010 (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 


 


16

















 


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.


 


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 


 


17

















 


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:

  	
   

  	
   

  	
   

  



 


18