Exhibit 10.14


 


SECOND AMENDED AND RESTATED


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made this
22nd day of December, 2008 and is effective as of September 4, 2007 (the “Effective Date”), by and between
Prommis Solutions Holding Corp. (f/k/a MR Processing Holding Corp.), a Delaware
corporation (“Holdings”), and Kenneth M.
Goins, Jr., a resident of the State of Georgia (referred to herein as “You”).
This Agreement amends and restates in its entirety that certain Amended and
Restated Executive Employment Agreement by and between Holdings and You dated
as of January, 2008 (the “Previous Agreement”).


 


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, You and Holdings are parties
to the Previous Agreement; and


 


WHEREAS, You and Holdings desire to
amend and restate the Previous Agreement in its entirety on the terms 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 that the Previous Agreement is amended and
restated in its entirety 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,
relocation of the Company’s principal place of business outside a sixty (60)
mile radius of 4256 Exeter Close, N.W., Atlanta, Georgia 30327 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 or series of sales, transfers and/or issuances of voting
securities by Great Hill Equity Partners III, L.P. and its Affiliates of more
than 90% of their voting securities.


 


(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 Executive Officer of the
Company and shall have the normal duties, responsibilities, functions and
authority of a Chief Executive Officer, 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)             During the
Employment Period, You shall report to the Board and 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. 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 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.


 


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3.             Compensation.


 


(a)           (1)           You shall be paid a base
salary of 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.


 


(4)             The Company has
established the Amended & Restated MR Processing Holding Corp. 2006
Stock Option Plan (“Equity Incentive Plan”). You have received a grant
of stock options pursuant to the Non-Qualified Stock Option Agreement dated
September 4, 2007, a copy of which is attached hereto as Schedule B and
incorporated into this Agreement by reference. Subject to the terms and
conditions of the Equity Incentive Plan, You shall be eligible to receive
additional 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.


 


(5)             You will be
entitled to receive a sale bonus (the “Sale Bonus”) in the amount of One
Million Five Hundred Thousand Dollars ($1,500,000) upon the occurrence of a Change
in Control that is consummated on or prior to September 4, 2008. The Sale
Bonus will be paid upon the closing of the Change in Control transaction and
only simultaneous with the receipt of proceeds by Great Hill Equity Partners.
Notwithstanding the foregoing, you will not be entitled to receive the Sale
Bonus if the holders of Holdings’ outstanding shares of Series A
Convertible Preferred Stock do not receive proceeds in the Change in Control
transaction at least equal to the aggregate liquidation value of such shares.


 


(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


 


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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 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 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.


 


4.             Term;
Termination.


 


(a)           The term of Your employment
under this Agreement commenced on the Effective Date and shall end on
September 4, 2011 (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, (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 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


 


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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.


 


(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 term.


 


(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, 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)           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


 


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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 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.


 


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(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)           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 (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, 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 predecessor and their
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 C 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 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 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.


 


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. Nothing contained in Sections 5, 6, 7, 8 or 9 is
intended to, nor shall, limit or restrict.


 


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


 


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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 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 including the Non-Qualified Stock
Option Agreement dated September 4, 2007 incorporated by reference, a copy
of which is attached as an 


 


12

















 


exhibit
to 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.


 


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:

  	
   

  	
  YOU,
  THE EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  PROMMIS
  SOLUTIONS HOLDING CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Kenneth M.Goins, Jr.

  
	
  By:

  	
  /s/ Jennifer Dorris

  	
   

  	
  KENNETH M.GOINS, JR.

  
	
   

  	
  Name:

  	
  Jennifer
  Dorris

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice
  President, Chief Financial Officer and Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1544
  Old Alabama Road

  	
   

  	
  4256
  Exeter Close, N.W.

  
	
  Roswell,
  GA 30076

  	
   

  	
  Atlanta,
  GA 30327

  



 

















 


Exhibit A


 


GENERAL RELEASE


 


I,
KENNETH M. GOINS, JR., 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 Second Amended and Restated Employment Agreement, dated as of
December 22, 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.


 


16

















 


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.


 


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


 


17

















 


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:

  	
   

  	
   

  	
   

  



 


18