Employment Agreement - William S. Ashmore



 EXHIBIT 10.2 
  
 EMPLOYMENT AGREEMENT 
  

THIS EMPLOYMENT AGREEMENT is made as of April 1, 2003, by and between Impac Funding Corporation, a California corporation (“Employer”), and
William S. Ashmore, an individual (“Employee”); provided that the Incentive Compensation that may be paid pursuant to this Agreement is subject to approval by a majority of the shareholders of Impac Mortgage Holdings, Inc., a Maryland
corporation (“IMH”), and if such shareholder approval is not obtained on or before the earlier of (i) the date of the next annual meeting of the shareholders of IMH and (ii) August 31, 2003, then this Agreement shall terminate as of the
earlier of such dates and be of no further force or effect. 
  
 RECITALS 
  
 WHEREAS, Employee is
knowledgeable of and skillful in the business of Employer and IMH, which includes acquiring for investment and sale non-conforming residential mortgage loans and mortgage backed securities and performing mortgage operations for affiliates or related
entities of Employer (the “Business”); 
  
 WHEREAS,
Employer believes that Employee is an integral part of its management and currently is and will become more knowledgeable of and be in part responsible for developing the Business; 
  
 WHEREAS, Employee possesses extensive management experience and knowledge regarding the Business, including confidential
information concerning service marketing plans and strategy, business plans and projections and the formulas and models pertaining thereto, customer needs and peculiarities, finances, operations, billing methods and customer lists; 
  
 WHEREAS, Employer desires that Employee continue his employment as President
and Chief Operating Officer of Employer; and 
  
 WHEREAS, Employee
is willing to be employed by Employer and provide services to Employer and any affiliates or related entities of Employer (as more fully described in Exhibit A attached hereto) under the terms and conditions herein stated. 
  
 AGREEMENT 
  
 NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, it is hereby agreed by and between the parties hereto as follows: 
  
 1. Employment, Services and Duties. 
  
 1.1 Employer hereby employs Employee and Employee hereby accepts such employment full-time (subject to those exceptions, if any, set forth below) as
President and Chief Operating Officer of Employer to perform the duties and functions set forth in Exhibit A, 







 
attached hereto and, Subject to Section 2.2(i), to perform such other duties or functions as are reasonably required or as may be prescribed from time to
time or as otherwise agreed. Employee shall render his services by and subject to the instructions and under the direction of Employer’s Chief Executive Officer to whom Employee shall directly report. 
  
 1.2 Employee acknowledges and agrees that Employee may be required by
Employer to devote a portion of his working time to perform functions for Employer’s affiliates or related entities (as set forth in Exhibit A attached hereto) and that such services are to be performed pursuant to and consistent with
Employee’s duties and obligations under this Agreement. 
  
 1.3 Employee will at all times faithfully, industriously and to the best of his ability, experience and talents perform all of the duties required of and from him pursuant to the terms of this Agreement. Employee will devote his full
business energies and abilities and all of his business time to the performance of his duties hereunder and will not, without Employer’s prior written consent, render to others any service of any kind (whether or not for compensation) that
would interfere with the full performance of Employee’s duties hereunder, and in no event will engage in any activities that compete with the Business or that could create a reasonably foreseeable conflict of interest or the appearance of a
reasonably foreseeable conflict of interest; provided that nothing contained in this Section 1.3 shall preclude Employee from engaging in or managing Employee’s outside investments. 
  
 2. Term and Termination. 
  
 2.1 The term of this Agreement shall be through December 31, 2001, unless extended by the mutual written agreement of
Employer and Employee. 
  
 2.2 Employee’s employment shall
terminate prior to the expiration of the term set forth in Section 2.1 upon the happening of any of the following events: 
  
 (a) Voluntary termination by Employee other than for Good Reason (as defined below); provided that Employee shall be required to provide
Employer with at least 30 days prior written notice of such voluntary termination; 
  
 (b) Death of Employee; 
  
 (c) Employer may terminate Employee under this Agreement for “cause” if any of the following occurs (any determination of
“cause” as used in this Agreement shall be made only by an affirmative majority vote of the Board of Directors (not including Employee in the deliberations or vote on the same, if a director) of Employer): 
  
 (i) Employee is convicted of (or pleads nolo contendere to)
(A) a crime of dishonesty or breach of trust, including such a crime involving either the property of Employer IMH (or any affiliate or related entity of Employer or IMH) or the property entrusted to Employer or IMH (or any affiliate or related
entity of Employer or IMH) by its clients, including fraud, or embezzlement or other misappropriation of funds belonging to Employer or IMH 
  

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(or any affiliate or related entity of Employer or IMH) or any of their respective clients, or (B) a felony leading to incarceration of more than 90 days or
the payment of a penalty or fine of $100,000 or more; 
  
 (ii) Employee materially and substantially fails to perform Employee’s job duties properly assigned to Employee after being provided 30 days prior written notification by the Board of Directors of Employer setting forth those duties
that are not being performed by Employee; provided that Employee shall have a reasonable time to correct any such failures to the extent that such failures are correctable and Employer may not terminate Employee for “cause” on the basis on
any such failure that is cured within a reasonable time. 
  
 (iii) Employee has engaged in willful misconduct or gross negligence in connection with his service to Employer or IMH (or any affiliate or related entity of Employer or IMH) that has caused or is causing material
harm to Employer or IMH (or any affiliate or related entity of Employer or IMH); or 
  
 (iv) Employee’s material breach of any of the terms of this Agreement or any other obligation that Employee owes to Employer or IMH
(or any affiliate or related entity of Employer or IMH), including a material breach of trust or fiduciary duty or a material breach of any proprietary rights and inventions or confidentiality agreement between Employer and Employee or between IMH
and Employee (or between Employee and any affiliate or related entity of Employer or IMH) (as such agreements may be adopted or amended from time to time by Employer and Employee). 
  
 (d) By mutual agreement between Employer and Employee; 
  
 (e) The date when Employee is declared legally incompetent
under the laws of the State of California, or if Employee has a mental or physical condition that can reasonably be expected to prevent Employee from carrying out his essential duties and obligations under this Agreement for a period of greater than
six months (any such condition an “Incapacitating Condition”), notwithstanding Employer’s reasonable accommodations (to the extent required by law); 
  
 (f) Employer may terminate Employee under this Agreement at will (and without cause) upon written notice at
any time. Unless otherwise provided in such notice, such termination shall be effective immediately upon providing written notice to Employee; or 
  
 (g) Employee may terminate his employment under this Agreement for Good Reason upon providing Employer at least 30 days prior written
notice of such termination stating the basis on which Employee has determined that he has Good Reason to terminate his employment; provided that Employer shall have a reasonable time after receiving such notice to cure any event that would
constitute Good Reason for Employee to terminate his employment (provided such event is curable) and Employee may not terminate his employment for Good Reason on the basis of any such event that is 
  

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cured within a reasonable time. Notwithstanding the foregoing portion of this Section 2.02(g), the aforementioned 30-day notice and reasonable cure period
shall not apply to Section 2.02(g)(iv). “Good Reason” shall mean: 
  
 (i) the assignment to Employee of duties materially inconsistent with, or a substantial reduction or alteration in, the authority, duties or responsibilities of Employee as set forth in this Agreement, without
Employee’s prior written consent; 
  
 (ii)
the principal place of the performance of Employee’s responsibilities and duties is changed to a location more than 65 miles from the location of such place as of the date of this Agreement, without Employee’s prior written consent;

  
 (iii) a material breach by Employer of this
Agreement, including a reduction by Employer of Employee’s Base Salary, without Employee’s prior written consent; or 
  
 (iv) a failure by Employer to obtain from any acquirer of Employer, before any Acquisition (as defined below) takes place, an agreement to
assume and perform this Agreement. 
  
 Good Reason does not
include the expiration of the term of this Agreement on December 31, 2007. 
  
 2.3 Except as set forth in Section 4, in the event that Employee’s employment is terminated pursuant to Section 2.2(a), 2.2(b), 2.2(c), 2.2(d) or 2.2(e) herein, neither Employer nor Employee shall have any
remaining duties or obligations under this Agreement, except that Employer shall pay to Employee, or his legal representatives, on the date of termination of employment (the “Termination Date”) or, with respect to any Incentive
Compensation payments or reimbursement for expenses, as promptly as practical after the Termination Date, the following: 
  
 (a) Such compensation as is due pursuant to Sections 3.1(a) and 3.1(b), prorated through the Termination Date; 
  
 (b) Any expense reimbursements due and owing to Employee for
reasonable and necessary business and entertainment expenses of Employer incurred by Employee prior to the Termination Date; and 
  
 (c) The dollar value of all accrued and unused paid time off that Employee is entitled to through the Termination Date. 
  
 2.4 Except as set forth in Section 4, in the event that Employee’s
employment is terminated pursuant to Section 2.2(f) or 2.2(g), neither Employer nor Employee shall have any remaining duties or obligations under this Agreement, except that Employer shall pay to Employee, or his representatives, the amounts set
forth in Section 2.3 at the times set forth in 
  

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Section 2.3 and the following (provided that payments for health insurance coverage shall be made to an insurance provider): 
  
 (a) An additional 30 month’s worth of Base Salary to be
paid as follows: 
  
 (i) 12 month’s worth of
Base Salary paid eight days after Employee signs and delivers to Employer the Waiver and Release Agreement required pursuant to Section 2.5; and 
  
 (ii) 18 month’s worth of Base Salary paid over the 18-month period succeeding the Termination Date (paid at the times set forth in
Section 3.1(a)). 
  
 (b) Premiums for
continuation of Employee’s health insurance benefits under Employer’s group health insurance plan, pursuant to COBRA, for the 30 month period succeeding the Termination Date (with such health insurance coverage to be at a level and quality
equivalent to the health insurance coverage provided by Employer to Employee immediately prior to the Termination Date, “Equivalent Coverage”); provided that Employer shall pay such premiums only so long as (during said 30 month period)
Employee remains eligible for such Equivalent Coverage under COBRA; 
  
 (c) Incentive Compensation to be determined and paid as follows: 
  
 (i) On the Termination Date, Employee will be paid an amount, if any, equal to the total Incentive Compensation paid to Employee for the
three quarters immediately prior to the Termination Date for which Incentive Compensation had already been paid to Employee; 
  
 (ii) Within 30 days after the end of the quarter in which the Termination Date occurs, Employee’s Incentive Compensation for that
quarter will be calculated and Employee will be paid an amount equal to the Incentive Compensation that Employee otherwise would have been paid (as if Employee was still employed by Employer) for that quarter pursuant to Section 3.1(b); and

  
 (iii) For the six quarters after the quarter
in which the Termination Date occurs, Employee shall be paid the Incentive Compensation that Employee otherwise would have been paid (as if Employee was still employed by Employer) for those quarters pursuant to Section 3.1(b) (with such Incentive
Compensation payments to be paid at the times they would have been paid had Employee’s employment not terminated); provided that each quarterly Incentive Compensation payment during this six quarter period shall not be less than 50% nor more
than 100% of the average of the four quarterly Incentive Compensation amounts paid to Employee for the four quarters immediately preceding the Termination Date. 
  


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 (d) The payments set forth in Sections 2.4(a), (b) and (c) above are referred to herein
collectively as the “Severance Payments” and each as a “Severance Payment.” 
  
 2.5 As a condition precedent of Employee or his estate receiving any Severance Payment from Employer, whether in a lump sum payment or a string of
payments or in the form of payment of benefits, Employee or his estate shall, in consideration for payment of such amount or benefit, sign and deliver to Employer (against the execution and delivery of the same by the other parties thereto) the form
of Waiver and Release Agreement attached hereto as Exhibit B. Such Waiver and Release Agreement will not be construed to include any release of any indemnification rights Employee may have against Employer pursuant to Employer’s Articles
of Incorporation or bylaws, any indemnification agreement or California Labor Code Section 2800. 
  
 2.6 This Agreement shall not be terminated by Employer merging with or otherwise being acquired by another entity, whether or not Employer is the
surviving entity, or by Employer transferring of all or substantially all of its assets (any such event, an “Acquisition”). 
  
 2.7 In the event of any Acquisition, the surviving entity or transferee, as the case may be, shall be bound by and shall have the benefits of this
Agreement, and Employer shall not enter into any Acquisition unless the surviving entity or transferee, as the case may be, agrees to be bound by the provisions of this Agreement. 
  
 3. Compensation. 
  
 3.1 As the total consideration for Employee’s services rendered hereunder, Employee shall be entitled to the following during the period that
Employee is employed hereunder: 
  
 (a) A base
salary of $500,000 per year (“Base Salary”), payable in equal installments bi-weekly on those days when Employer normally pays its employees; 
  
 (b) “Incentive Compensation” in an amount equal to 4.250% of IMH’s Excess Income (as “Excess Income” is defined
in Exhibit C attached hereto). Within 20 days after the end of each quarter for which Incentive Compensation for Employee is to be determined, IMH’s Chief Financial Officer (the “CFO”) will prepare and present a report (the
“Incentive Compensation Report”) to the Chairman of IMH’s Compensation Committee (the “Compensation Committee”) containing the calculation of Employee’s Incentive Compensation for such quarter and information supporting
such calculation in reasonable detail. IMH will instruct its independent auditors (the “Auditors”) to examine the Incentive Compensation Report and advise the Chairman of the Compensation Committee on whether it agrees with the
calculations and conclusions set forth in that report and to provide its report within 25 days after the end of each quarter for which Incentive Compensation for Employee is to be determined. Within 30 days after the end of each quarter for which
Incentive Compensation for Employee is to be determined provided that the Incentive Compensation Report for that quarter has been 
  

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timely presented to the Compensation Committee, the Compensation Committee will review the Incentive Compensation Report and determine any Incentive
Compensation to be paid to Employee for that quarter and will direct the Employer to pay such amount. Within 7 days after Employee’s Incentive Compensation for a particular quarter is determined, Employer will pay such Incentive Compensation to
Employee in cash. Incentive Compensation and Excess Income shall be calculated by the CFO of IMH and otherwise determined hereunder in accordance with Exhibit C attached hereto. If the Incentive Compensation Report or the Auditor’s
agreement with that report is not timely delivered to the Chairman of the Compensation Committee, then for each day that such report or agreement is delayed, the payment of the Incentive Compensation to Employee shall be delayed by one day;

  
 (c) Employee shall accrue paid time off
during the period he is employed hereunder at the rate of five weeks per calendar year, subject to any vacation benefit accrual cap established by Employer (i.e., once the cap has been reached, further accrual shall cease until Employee uses some or
all of his accrued time to fall below the accrual cap). The timing of Employee’s vacation shall be governed by Employer’s usual policies applicable to all employees; 
  
 (d) Employee is entitled to participate in any policies or plans regarding benefits of employment, including
pension, profit sharing, group health, disability insurance and other employee welfare benefit plans now existing or hereafter established to the extent that Employee is eligible under the terms of such plans. Despite the foregoing, Employee is
entitled to participate in any such plan or program only if the executive officers of Employer generally are eligible to participate in such plan or program. Employer may, in its sole discretion and from time to time, establish additional senior
management benefit programs as it deems them appropriate. Employee understands that any such plans may be modified or eliminated in Employer’s sole discretion in accordance with applicable law; and 
  
 (e) Such other benefits as the Board of Directors of
Employer, in its sole discretion, may from time to time provide. 
  
 3.2 During the period that Employee is employed hereunder, Employer shall reimburse Employee for reasonable and necessary business and entertainment expenses incurred by Employee on behalf of Employer in connection with the performance of
Employee’s duties hereunder. 
  
 3.3 IMH shall instruct the
CFO, any other employees of IMH who assist in preparing any Incentive Compensation Report (or any information on which any Incentive Compensation Report is based) and the Auditors that if any such party at any time determines that one or more
Incentive Compensation Reports was inaccurate in any way, then any and all such parties who make such a determination shall promptly notify the Compensation Committee of any and all such inaccuracies and the reasons supporting such determination. If
the Compensation Committee at any time prior to the end of the 12 month period after the filing of the annual tax return for IMH (or any consolidated annual tax return including IMH) covering the period for which the Incentive Compensation payment
in question relates (said 12 month 
  

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period, the “Determination Period”) determines that the Incentive Compensation payment in question was calculated incorrectly and underpaid, its
shall immediately so notify the Employer and Employer shall, within 15 days after such determination by the Compensation Committee, pay the amount owed to Employee due to such underpayment. If the Compensation Committee at any time during the
Determination Period determines that the Incentive Compensation payment in question was calculated incorrectly and overpaid, it shall so notify the Employer and Employer shall offset such overpayment against the next Incentive Compensation
payment(s) to Employee until any and all such overpayments are offset in their entirety; provided that (a) if no Incentive Compensation payments are paid to Employee within 180 days after the Compensation Committee determined that any such
overpayment was made, then Employer may, in its discretion, require Employee to repay (and in which case Employee shall repay) the overpayment to Employer at any repayment schedule and rate determined by Employer and (b) if the Compensation
Committee makes such an overpayment determination after Employee’s employment is terminated, then Employee shall repay any and all such overpayments to Employer at any repayment schedule and rate determined by Employer. Notwithstanding the
foregoing, the Compensation Committee shall have no obligation to independently investigate the accuracy of any Incentive Compensation Report or any calculation or conclusion contained in any such report. 
  
 3.4 Employee may elect to defer any portion of his Base Salary or Incentive
Compensation into an approved, Employer sponsored deferred compensation plan; provided that Employer has no obligation to provide such a deferred compensation plan. All Base Salary and Incentive Compensation, whether or not deferred, shall be deemed
to be earned and immediately vested upon distribution to Employee or deferral into a deferred compensation plan. 
  
 3.5 There shall be no inflation or any other automatic adjustments to any of the compensation paid to Employee under this Agreement. 
  
 3.6 Employer shall have the right to deduct from the compensation due to
Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation of Employee.

  
 3.7 During the period that Employee is employed hereunder,
Employer shall pay to Employee an automobile allowance in the amount of $500 per month (prorated for any partial month during the employment period). 
  
 4. Non-Competition. 
  
 4.1 At all times during Employee’s employment hereunder, and, if Employee’s employment is terminated pursuant to Section 2.2(f) or 2.2(g),
during the 30 month period of time after such termination (the “Post-Termination Payment Period”) and in consideration for any and all payments and benefits provided to Employee pursuant to this Agreement, during the Post-Termination
Payment Period, Employee shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, limited liability company, firm, association, or other business
organization, entity or enterprise (whether as an employee, officer, director, member, agent, 
  

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security holder, creditor, consultant or otherwise) that engages in any activity in those geographic areas where Employer conducts the Business, which
activity is the same as, similar to, or competitive with any activity now engaged in by Employer or its affiliates or related entities or in any way relating to the Business. Notwithstanding the foregoing, Employee may elect at any point during the
Post-Termination Payment Period to forego any future remaining payments or benefits payable under Section 2.4, in which case the limitations set forth in this Section 4.1 shall terminate at the time of such election. 
  
 4.2 Nothing contained in Section 4.1 shall be deemed to preclude Employee
from purchasing or owning, directly or beneficially, as a passive investment, less than five percent of any class of publicly traded securities of any entity so long as Employee does not actively participate in or control, directly or indirectly,
any investment or other decisions with respect to such entity. 
  
 5. No Compensation from Related Entities. Without prior written approval from Employer’s Board of Directors, Employee shall not directly or indirectly receive compensation from any company with whom Employer or any of its
affiliates (as “affiliate” is defined in Rule 405 promulgated under the Securities Act of 1933) has any financial, business or affiliated relationship. 
  
 6. Confidentiality; Non-Solicitation and Proprietary Rights. Concurrently with signing this Agreement,
Employee and Employer will sign a Proprietary Rights and Inventions Agreement in the form attached hereto as Exhibit D (the “Proprietary Rights and Inventions Agreement”). 
  
 7. Copies of Agreement. Employee authorizes Employer to send a
copy of the Proprietary Rights and Inventions Agreement to any and all future employers which Employee may have, and to any and all persons, firms, and corporations, with whom Employee may become affiliated in a business or commercial enterprise,
and to inform any and all such employers, persons, firms or corporations that Employer intends to exercise its legal rights should Employee breach the terms of the Proprietary Rights and Inventions Agreement or should another party induce a breach
of that agreement on Employee’s part. 
  
 8.
Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable
provisions to the extent enforceable, shall nevertheless be binding and enforceable. 
  
 9. Arbitration. To the fullest extent allowed by law, any controversy, claim or dispute between Employee and Employer (or any of its
stockholders, directors, officers, employees, affiliates, agents, successors or assigns) relating to or arising out of Employee’s employment or the cessation of that employment will be submitted to final and binding arbitration in Orange
County, California for determination in accordance with the American Arbitration Association’s (“AAA”) National Rules for the Resolution of Employment Disputes, as the exclusive remedy for such controversy, claim or dispute. In any
such arbitration, the parties may conduct discovery to the same extent as would be permitted in a court of law. The arbitrator shall issue a written decision, and shall have full authority to award all remedies which 
  

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would be available in court. The arbitrator shall be required to determine all issues in accordance with existing case law and the statutory laws of the
State of California. Employer shall pay the arbitrator’s fees and any AAA administrative expenses. In the event Employee files a claim to collect unpaid payments or benefits payable under Section 2.4, the prevailing party shall be awarded
reasonable attorneys fees and costs. Any judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Possible disputes covered by the above include unpaid wages, breach of contract, torts, violation
of public policy, discrimination, harassment, or any other employment-related claims under laws including Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the California Fair
Employment and Housing Act, the California Labor Code, and any other federal or state constitutional provisions, statutes or laws relating to an employee’s relationship with his employer. However, claims for workers’ compensation benefits
and unemployment insurance (or any other claims where mandatory arbitration is prohibited by law) are not covered by this arbitration agreement, and such claims may be presented to the appropriate court or government agency. BY AGREEING TO THIS
MUTUAL AND BINDING ARBITRATION PROVISION, BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration policy is to be construed as broadly as is permissible under relevant law. EMPLOYER AND EMPLOYEE HAVE READ THIS SECTION 9 AND
IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE. 
  

	 	  	 /s/ RM

	  	 /s/ WSA


	 	  	 Employer’s Initials
	  	Employee’s Initials

  
 10. Injunctive
Relief. The parties hereto agree that any breach or threatened breach of Section 4 of this Agreement or the Proprietary Rights and Inventions Agreement will cause substantial and irreparable damage to Employer in an amount and of a character
difficult to ascertain. Accordingly, to prevent any such breach or threatened breach, and in addition to any other relief to which Employer may otherwise be entitled, Employer will be entitled to immediate temporary, preliminary and permanent
injunctive relief through appropriate legal proceedings in any arbitration, without proof of actual damages that have been incurred or may be incurred by Employer with respect to such breach or threatened breach. Employee expressly agrees that
Employer will not be required to post any bond or other security as a condition to obtaining any injunctive relief pursuant to this Section 10, and Employee expressly waives any right to the contrary. Employee agrees that this Section 10 is without
prejudice to the rights of the parties to compel arbitration pursuant to Section 9. 
  
 11. Entire Agreement. This Agreement and the Exhibits attached hereto contain the entire agreement of the parties relating to the
subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein or the Exhibits attached hereto. This Agreement supersedes
any and all prior agreements, written or oral, with Employer relating to Employees employment with Employer and any other subject matter of this Agreement. Any such prior agreements are hereby terminated and of no further effect and Employee, by the
execution hereof, agrees that any compensation provided for under any such prior agreement is specifically superseded and replaced by the provision of this Agreement; subject to the 
  

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following: (i) any and all compensation previously deferred under any pre-existing deferred compensation plan shall immediately be paid to Employee without
condition or limitation; and (ii) this Agreement is not intended to supercede, cancel or replace any stock option or dividend equivalent right payments that Employee may have or otherwise be entitled to receive. The parties hereto agree that in no
event shall an oral modification of this Agreement be enforceable or valid. 
  
 12. Governing Law. This Agreement is and shall be governed and construed in accordance with the laws of the State of California, regardless of any laws on choice of law or conflicts of law of any
jurisdiction. 
  
 13. Notice. All notices hereunder
must be in writing and shall be sufficiently given for all purposes hereunder if properly addressed and delivered personally by documented overnight delivery service, by certified or registered mail, return receipt requested, or by facsimile or
other electronic transmission service at the address or facsimile number, as the case may be, set forth below. Any notice given personally or by documented overnight delivery service is effective upon receipt. Any notice given by registered mail is
effective upon receipt, to the extent such receipt is confirmed by return receipt. Any notice given by facsimile transmission is effective upon receipt, to the extent that receipt is confirmed, either verbally or in writing by the recipient. Any
notice which is refused, unclaimed or undeliverable because of an act or omission of the party to be notified, if such notice was correctly addressed to the party to be notified, shall be deemed communicated as of the first date that said notice was
refused, unclaimed or deemed undeliverable by the postal authorities, or overnight delivery service. 
  
 If to Employer: 
  
 Impac Funding Corporation 
 1401 Dove Street 
 Newport Beach, California 92660 
 Telephone: (949) 475-3600 
 Facsimile: (949) 475-3969 
 Attention: Ronald Morrison, Esq. 
  General Counsel 
  
 With a copy to: 
  
 Greg T. Williams, Esq. 
 Allen Matkins Leck Gamble & Mallory LLP 
 1900 Main Street, Fifth Floor 
 Irvine, California 92614 
 Telephone: (949) 553-1313 
 Facsimile: (949) 553-8354 
  

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 If to Employee: 
  
 William S. Ashmore 
 8 Fern Canyon 
 Laguna Niguel, California 92677 
  
 With
a copy to: 
  
 Ernest W. Klatte, III, Esq.

 Rutan & Tucker, L.L.P. 
 611 Anton Blvd., 14th Floor 
 Costa Mesa, California 92626 
 Telephone: (714) 641-5100 
 Facsimile: (714) 546-9035 
  
 14. Amendments And Waivers. This Agreement may not be amended, modified, superseded, canceled, or any terms waived, except by written instrument signed by both parties, or in the case of waiver, by the party to be charged.

  
 15. Successor and Assigns. This Agreement is not
assignable by Employee, nor by Employer except to an affiliated or successor entity. This Agreement is binding on the parties’ heirs, executors, administrators, other legal representatives, successors, and, to the extent assignable, their
assigns. 
  
 16. Representations. The person
executing this Agreement on behalf of Employer hereby represents and warrants on behalf of himself and Employer that he is authorized to represent and bind Employer. Employee specifically represents and warrants to Employer that he is not now under
any contractual or quasi-contractual obligations that is inconsistent or in conflict with this Agreement or that would prevent, limit or impair Employee’s performance of his obligations under this Agreement, (b) he has had the opportunity to be
represented by legal counsel of his choosing in preparing, negotiating, executing and delivering this Agreement; and (c) fully understands the terms and provisions of this Agreement. 
  
 17. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original for all purposes. This Agreement may be executed by a party’s signature transmitted by facsimile (“fax”), and copies of this Agreement executed and delivered by means of faxed signatures shall have
the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed signatures as if such signatures were originals. Any party executing and delivering this Agreement by fax shall
promptly thereafter deliver a counterpart signature page of this Agreement containing said party’s original signature. All parties hereto agree that a faxed signature page may be introduced into evidence in any proceeding arising out of or
related to this Agreement as if it were an original signature page. 
  
 18. Rules of Construction. This Agreement has been negotiated by the parties and is to be interpreted according to its fair meaning as if the parties had prepared it together and not strictly for or
against any party. References in this Agreement to “Sections” refer to Sections of 
  

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this Agreement, unless the context expressly indicates otherwise. References to “provisions” of this Agreement refer to the terms, conditions,
restrictions and promises contained in this Agreement. References in this Agreement to laws and regulations refer to such laws and regulations as in effect on this date and to the corresponding provisions, if any, of any successor law or regulation.
At each place in this Agreement where the context so requires, the masculine, feminine or neuter gender includes the others and the singular or plural number includes the other. Forms of the verb “including” mean “including without
limitation” unless the context expressly indicates otherwise. “Or” is inclusive and includes “and” unless the context expressly indicates otherwise. The introductory headings at the beginning of Sections of this Agreement
are solely for the convenience of the parties and do not affect any provision of this Agreement. 
  
 [SIGNATURE PAGE FOLLOWS THIS PAGE] 
  

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 IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.

  
  

	 “EMPLOYER”
  

	 IMPAC FUNDING CORPORATION,
 a
California corporation

		
	 By:
	 	 /s/    RONALD
MORRISON        


	 	 	 Name: Ronald Morrison
 Title: General Counsel



  
  

	 “EMPLOYEE”
  

		
	 By:
	 	 /s/    WILLIAM S.
ASHMORE        


	 	 	WILLIAM S. ASHMORE


  

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 EXHIBIT A 
  
 JOB DESCRIPTION AND RELATED ENTITIES 
  
 Oversee the day to day operations of the Organization in support of policies, goals and objectives established by the Chief
Executive Officer and the Board of Directors of Employer. Serve on the Executive Committee and the Asset Liability Committee of Impac Mortgage Holdings, Inc. For purposes of this Exhibit A, “Organization” means Employer and any affiliates
or related entities of Employer for whom Employee is requested to provide services pursuant to the Employment Agreement by and between Employer and Employee dated as of April 1, 2003 (the “Agreement”). Manage and supervise the
Organization’s senior management in the following areas: credit, sales, legal (and human resources through legal), finance, secondary marketing, asset liability, and operations. 
  
 In consultation and coordination with the Chief Executive Officer and the Board of Directors of Employer and, as the case
may be, the Chief Executive Officer and the Board of Directors of other entities within the Organization, the COO’s responsibilities include participating in the oversight, management and administration of the following areas for the
Organization, either directly or through supervision of senior managers charged with primary responsibility for such areas: finance; personnel; organization and administration; legal compliance; development, promotion and delivery of the
Organization’s products and services; planning and budgeting; policy development; evaluate and report on the Organization’s performance. 
  
 Employee acknowledges, understands and agrees that Employee will be requested by Employer to devote some or all of Employee’s time and effort during
the term of employment pursuant to the Agreement (and consistent with the above job descriptions) to the businesses of Employer’s affiliates or related entities pursuant to certain agreements and relationships between and among Employer and
such affiliates or related entities. Such affiliates and related entities include, but are not limited to, the following: Impac Mortgage Holdings, Inc., Impac Mortgage Capital Corp., Impac Warehouse Lending Group, IMH Assets Corp., Novelle Financial
Services, Inc., Impac Lending Group, Impac Secured Assets Corp., Impac Mortgage Acceptance Corp., Impac Multifamily Capital Corp. and Impac Foundation. 
  
 Employee further understands and acknowledges that, pursuant to the Agreement, Employee may be directed by Employer to provide services consistent with
the above job descriptions to additional real estate investment trusts or other entities which Employer establishes or with which Employer affiliates or becomes related and for which there exists an agreement with Employer or any of the above
entities to provide such services. 
  
 Employee understands and
acknowledges that Employee’s obligations under the Agreement, including Employee’s duties under Section 4 thereof and the Proprietary Rights and Inventions Agreement entered into pursuant to Section 6 thereof, shall apply and extend to
Employee’s knowledge of the business of Employer’s affiliates or related entities and any trade secret or other confidential or proprietary information relating to same. 
  
 EXHIBIT A 
 1








 EXHIBIT B 
  
 WAIVER AND RELEASE AGREEMENT 
  
 For full and valuable consideration, including, but not limited to, severance payments made and to be made by Impac Funding
Corporation and any affiliate or related entity of Impac Funding Corporation (collectively, “Employer”) to William S. Ashmore (“Employee”) and guaranteed by Impac Mortgage Holdings, Inc. (“Guarantor”) pursuant to the
Employment Agreement between Employer and Employee dated as of April 1, 2003 (the “Employment Agreement”), Employee, on the one part, and Employer and Guarantor on the other part, hereby enter into this Waiver and Release Agreement
(“Waiver”), and each agrees to waive and release the other and, as the case may be, the other’s stockholders, directors, officers, employees, affiliates, agents, successors and assigns, if any, from all known and unknown claims,
agreements or complaints related to or arising under Employee’s employment with Employer, including, but not limited to, any claim arising out of Employee’s termination, any express or implied agreement between Employee and Employer (other
than each party’s respective rights and obligations under Sections 2.3, 2.4 and 4.1 of the Employment Agreement, the Guaranty and the Proprietary Rights and Inventions Agreement), and any other federal or state constitutional provisions,
statutes or laws relating to an employee’s relationship with his employer, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the
Americans With Disabilities Act, the California Fair Employment and Housing Act, and the California Labor Code. 
  
 This Waiver shall not include a waiver of any of the following: (i) any right to defense and/or indemnification that Employee may have under California
Labor Code section 2802, or under any defense and indemnification policy or agreement; (ii) any claim for breach of any pension, 401 k, deferred compensation or stock option plan of Employer; or (iii) any claim that Employee may have against any
officer; director, employee, or agent of Employer or Guarantor for defamation or intentional interference with prospective employment or business advantage. 
  
 This Waiver includes a waiver of any rights the parties may have under Section 1542 of the California Civil Code, which states: 
  
 “A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” 
  
 Employee’s Waiver is conditioned upon Employer and Guarantor’s performance of all of their severance obligations
pursuant to Sections 2.3 and 2.4 of the Employment Agreement and pursuant the Guaranty. In the event that either Employer or Guarantor materially breaches its severance obligations under the Employment Agreement or Guaranty, then Employee shall be
entitled to pursue any claims as though this Waiver did not exist, and the statute of limitations for any such claims shall be deemed to have been tolled during the period from the date of Employee’s termination through the date Employer or
Guarantor breached it obligations. 
  
 EXHIBIT B 
 1 







 Employer’s Waiver is conditioned upon Employee’s performance of all of his obligations pursuant
to Section 4.1 of the Employment Agreement. In the event that Employee materially breaches his noncompete obligations under the Employment Agreement, then Employer and Guarantor shall be entitled to pursue any claims as though this Waiver did not
exist, and the statute of limitations for any such claims shall be deemed to have been tolled during the period from the date of Employee’s termination through the date Employee breached his obligations. The parties to this Waiver each
acknowledge that each may hereafter discover facts different from or in addition to those now known or believed to be true with respect to the claims, suits, rights, actions, complaints, agreements, contracts, causes of action, and liabilities of
any nature whatsoever that are the subject of the above release, and the parties expressly agree that this Waiver shall be and remain effective in all respects regardless of such additional or different facts. 
  
 Employee is advised as follows: (i) Employee should consult an attorney
regarding this Waiver before executing it; (ii) Employee has 21 days in which to consider this Waiver and whether Employee will enter into it; (iii) this Waiver does not waive rights or claims that may arise after it is executed; and (iv) at anytime
within seven days after executing this Waiver, Employee may revoke this Waiver. This Waiver shall not become effective or enforceable until the seven day revocation period set forth herein has passed. 
  
 Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Employment Agreement. 
  
 Dated:                                     
                                        
                   
  
                                       
                                        
                                        
                          
 WILLIAM S. ASHMORE 
  
 IMPAC FUNDING CORPORATION 
  
 By:                                      
                                        
                                        
                   
 Print Name:                                    
                                        
                                        
     
 Title:                                     
                                        
                                        
                
  
 IMPAC MORTGAGE HOLDINGS, INC. 
  
 By:                                      
                                        
                                        
                   
 Print Name:                                    
                                        
                                        
     
 Title:                                     
                                        
                                        
                
  
 EXHIBIT B 
 2 







 EXHIBIT C 
  
 INCENTIVE COMPENSATION 
  

Excess Income: Excess Income equals the greater of zero or Net Income minus the product of ((the Ten Year U.S. Treasury Rate plus 200 basis
points) x ((Average Net Worth x number of days in quarter) divided by 365)). 
  
 Net Income: The definition for “Net Income” is at any date of determination, the net income of IMH determined in accordance with then current tax law before the total Incentive Compensation paid to
Joseph R. Tomkinson, William Ashmore and Richard Johnson (collectively, the “Executives”) pursuant to their respective employment agreements, the deduction for dividends paid and any net operating loss deductions arising from losses in
prior periods. Upon filing IMH’s actual tax return, any variance from prior period estimates shall be an adjustment to the then current period Incentive Compensation calculation. 
  
 Average Net Worth: The definition of “Average Net Worth” for any quarter is IMH’s accumulated net
worth of $514,795,766 at December 31, 2002 plus subsequent to December 31, 2002, the weighted average daily sum of the gross proceeds from any sale of IMH’s equity securities, before deducting any underwriting discounts and commissions and
other expenses; plus the average balance quarter-to-date on IMH’s General Ledger of the retained earnings for the quarter (general ledger account number 317500); less the weighted average daily sum of the gross proceeds used to repurchase
IMH’s stock; less the average balance quarter-to-date on IMH’s General Ledger of the cumulative dividends declared (general ledger account number 317510); plus an amount equal to Prior Period Losses. Prior Period Losses equal the lower of
(a) zero, or (b) the sum of any losses incurred by IMH after December 31, 2003 and prior to the quarter of the determination of Incentive Compensation less any Net Income for quarters subsequent to the quarter of the loss plus any losses incurred
for quarters subsequent to the quarter of the loss. 
  
 Ten
Year U.S. Treasury Rate: The definition for “Ten Year U.S. Treasury Rate” for a quarterly period is the arithmetic average of the weekly per annum Ten Year Average Yields published by the Federal Reserve Board during such quarter. In
the event that the Federal Reserve Board does not publish a weekly per annum Ten Year Average Yield during any week in a quarter, then the Ten Year U.S. Treasury Rate for such week shall be the weekly per annum Ten Year Average Yields published by
any Federal Reserve Bank or by any U.S. Government department or agency selected by Employer for such week. In the event that Employer determines in good faith that for any reason Employer cannot determine the Ten Year U.S. Treasury Rate for any
quarter as provided above, then the Ten Year U.S. Treasury Rate for such quarter shall be the arithmetic average of the per annum average yields to maturity based upon the daily closing bids during such quarter for each of the issues of actively
traded marketable U.S. Treasury fixed interest rate securities (other than securities which can, at the option of the holder, be surrendered at face value in payment of any federal estate tax) with the final maturity date not less than eight nor
more than twelve years from the date of each such quotation, for each 
  
 EXHIBIT C 
 1 







 
business day in New York City (or less frequently if daily quotations shall not be generally available) in each such quarterly period as chosen by at least
three recognized dealers in U.S. Government securities selected by Employer. 
  
 EXHIBIT C 
 2 







 EXHIBIT D 
  
 PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT 
  
 In consideration of my employment by Impac Funding Corporation, a California corporation (the “Company”), and the
compensation I receive from the Company, I agree to certain restrictions placed by the Company on my use and development of information and technology, as more fully set out below. 
  
 1. Proprietary Information. I understand that the Company possesses and will possess Proprietary Information which is
important to its business. For purposes of this Agreement, “Proprietary Information” is information that was or will be developed, created, or discovered by or on behalf of the Company or any of its affiliates or related entities, or which
became or will become known by, or was or is conveyed to the Company, which has commercial value in the Company’s business or the business of any of the Company’s affiliates or related entities, unless (i) the information is or becomes
publicly known through lawful means; (ii) the information was rightfully in my possession or part of my general knowledge prior to my employment by the Company as specifically identified and disclosed by me in Exhibit A attached hereto; or (iii) the
information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it directly from the Company or any
of its affiliates or related entities. 
  
 Proprietary Information
includes information (whether conveyed orally or in writing) relating to (i) client/customer lists, vendor lists or other lists or compilations containing client, customer or vendor information; (ii) information about investment techniques or
strategies, investment research or analysis, business techniques or strategies, processes, costs, profits, markets, marketing plans, forecasts, sales or commissions; (iii) plans for new investment techniques and strategies; (iv) the compensation,
performance and terms of employment of other employees; (v) all other information that has been or will be given to me in confidence by the Company (or any affiliate or related entity of the Company); (vi) software in various stages of development,
and any designs, drawings, schematics, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts, research development, processes and procedures relating to any software; (vii) any
documents, books, papers, drawings, schematics, models, sketches, computer programs, databases or other data, including electronic data recorded or retrieved by any means, that contain any Proprietary Information; and (viii) any information
described above which the Company or any of its affiliates or related entities obtains from another party and which the Company or any of its affiliates or related entities treats as proprietary or designates as Proprietary Information. 

 
 2. Company Materials. I understand that the Company and its
affiliates and related entities possess or will possess “Company Materials” which are important to their respective businesses. For purposes of this Agreement, “Company Materials” are documents or other media or tangible items
that contain or embody Proprietary Information or any other information concerning the business, operations or plans of the Company or any of its affiliates or related entities, whether such documents have been prepared by me or by others.
“Company Materials” include charts, 
  
 EXHIBIT D

 1 







 
graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well
as financial models and the like. 
  
 3. Intellectual
Property. 
  
 3.1 All Proprietary Information and all right,
title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the future
anywhere in the world (collectively “Rights”) in connection therewith shall be the sole property of the Company or its affiliates or related entities, as the case may be. I hereby assign to the Company any Rights I may have or acquire in
such Proprietary Information. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose any Proprietary Information or anything relating to it without the
prior written consent of an officer of the Company except as may be necessary and appropriate in the ordinary course of performing my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can
document is generally known to the public through no fault of mine. Nothing contained herein will prohibit me from disclosing to anyone the amount my wages. 
  
 3.2 All Company Materials shall be the sole property of the Company. I agree that during my employment with the Company, I will not remove any Company
Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as I am required to do in connection with performing the duties of my employment. I further agree that,
immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical
property, and any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation and (ii) my copy of this Agreement. 
  
 3.3 I agree that all “Inventions” (which term includes patentable or non-patentable inventions, original works of
authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes,
techniques, know-how, data and all improvements, rights and claims related to the foregoing), which I make, conceive, reduce to practice or develop (in whole or in part, either alone or jointly with others) during my employment, shall be the sole
property of the Company to the maximum extent permitted by Section 2870 of the California Labor Code. I hereby assign, without further consideration, all such Inventions to the Company (free and clear of all liens and encumbrances), and the Company
shall be the sole owner of all Rights in connection therewith. No assignment in this Agreement shall extend to Inventions, the assignment of which is prohibited by Labor Code Section 2870, which states: 
  
 EXHIBIT D 
 2 







 Any provision in an employment agreement which provides that an employee shall assign, or offer to
assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret
information except for those inventions that either: 
  

	 	1.	 	Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the
employer. 

  

	 	2.	 	Result from any work performed by the employee for the employer. 

  
 I acknowledge that all original works of authorship which are made by me (in whole or in part, either alone or jointly with others) within the scope of my
employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, Section 101). I will not disclose Inventions covered by this Section 3.3 to any person outside the
Company, unless I am requested to do so by management personnel of the Company. 
  
 3.4. I agree to disclose promptly to the Company all Inventions and relevant records, which records will remain the sole property of the Company. I further agree that all information and records pertaining to any
idea, process, trademark, service mark, invention, technology, computer program, original work or authorship, design, formula, discovery, patent, or copyright that I do not believe to be an Invention, but is conceived, developed, or reduced to
practice by me (in whole or in part, either alone or jointly with others) during my employment, shall be promptly disclosed to the Company (such disclosure to be received in confidence). I will also disclose to the Company all Inventions conceived,
reduced to practice, used, sold, exploited or developed by me (in whole or in part, either alone or jointly with others) within one (1) year of the termination of my employment with the Company (“Presumed Inventions”); such disclosures
shall be received by the Company in confidence, to the extent they are not assigned to the Company in Section 3.3, and do not extend such assignment. Because of the difficulty of establishing when any Presumed Invention is first conceived or
developed by me, or whether it results from access to Proprietary Information or the Company’s equipment, facilities, and data, I agree that all Presumed Inventions and all Rights associated therewith shall be presumed to be Inventions subject
to assignment under Section 3.3. I can rebut this presumption if I prove that a Presumed Invention is not an Invention subject to assignment under Section 3.3. 
  

3.5 I agree to perform, during and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the
Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights or my assignment with respect to such Inventions in any and all countries. Should the Company be unable to secure my signature on any document
necessary to apply for, prosecute, obtain, enforce or defend any Rights relating to any assigned Invention, whether due to my mental or physical incapacity or any other cause, I hereby irrevocably designate and appoint the Company and its duly
authorized officers and agents, as my agents and attorneys-in-fact, with full power of substitution, to act for and in my behalf and instead of me, to execute and file any documents and 
  
 EXHIBIT D 
 3








 
to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by me. 
  
 3.6 Any assignment of copyright hereunder (and any ownership of a copyright
as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). To the extent such Moral
Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and consent to any action of the Company that would violate
such Moral Rights in the absence of such waiver and consent. I will confine any such waivers and consents from time to time as requested by the Company. 
  
 3.7 Attached hereto as Exhibit A is a complete list of all existing Inventions to which I claim personal ownership of as of the date of this Agreement and
that I desire to specifically clarify are not subject to this Agreement, and I acknowledge and agree that such list is complete. If no such list is attached to this Agreement, I represent that I have no such Inventions at the time of signing this
Agreement. 
  
 3.8 I understand that nothing in this Agreement is
intended to expand the scope of protection provided me by Sections 2870 through 2872 of the California Labor Code. 
  
 4. Prior Actions and Knowledge. I represent and warrant that from the time of my first contact or communication with the Company, I have held in
strict confidence all Proprietary Information and have not (i) disclosed any Proprietary Information or delivered any Company Materials to anyone outside of the Company or any affiliate or related entity of the Company, or (ii) used, copied,
published, or summarized any Proprietary Information or removed any Company Materials from the business premises of the Company, except to the extent necessary to carry out my responsibilities as an employee of the Company. 
  
 5. Non-Solicitation of Employees. I agree that for a period of twelve
months following the termination of my employment with the Company, I will not, on behalf of myself or any other person or entity, solicit the services of any person who was employed by the Company or any affiliate or related entity of the Company
on the date of my termination of employment or at any time during the six month period prior to the termination of my employment. 
  
 6. No Conflict with Obligations to Third Parties. I represent that my performance of all the terms of this Agreement will not breach any agreement
to keep in confidence proprietary or confidential information acquired by me in confidence or in trust prior to my employment with the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith or in conflict with my employment with the Company. 
  
 7. Remedies. I recognize that nothing in this Agreement is intended to limit any remedy of the Company under the California Uniform Trade Secrets Act. I recognize that my violation of this Agreement could cause the Company
irreparable harm, the amount of which may be extremely difficult to estimate, making any remedy at law or in damages inadequate. 
  
 EXHIBIT D 
 4 







 
Therefore, I agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened
breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company. 
  

8. Survival. I agree that my obligations under Sections 3.1 through 3.6, 5 and 6 shall continue in effect after termination of my employment,
regardless of the reason or reasons for termination, and whether such termination is voluntary or involuntary on my part, and that the Company is entitled to communicate my obligations under this Agreement to any future employer or potential
employer of mine. 
  
 9. Controlling Law. This Agreement is
and shall be governed and construed in accordance with the laws of the State of California, regardless of any laws on choice of law or conflicts of law of any jurisdiction. 
  
 10. Severable Provisions. The provisions of this Agreement are severable and if any one or more provisions is
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable. 
  
 11. Successors and Assigns. This Agreement shall be effective as of
the date I execute this Agreement and shall be binding upon me, my heirs, executors, assigns, and administrators and shall inure to the benefit of the Company, its subsidiaries, successors and assigns. 
  
 12. Counterparts; Facsimile Signatures. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original for all purposes. This Agreement may be executed by a party’s signature transmitted by facsimile (“fax”), and copies of this Agreement executed and delivered by
means of faxed signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All parties hereto may rely upon faxed signatures as if such signatures were originals. Any party executing and
delivering this Agreement by fax shall promptly thereafter deliver a counterpart signature page of this Agreement containing said party’s original signature. All parties hereto agree that a faxed signature page may be introduced into evidence
in any proceeding arising out of or related to this Agreement as if it were an original signature page. 
  
 13. Rules of Construction. This Agreement has been negotiated by the parties and is to be interpreted according to its fair meaning as if the
parties had prepared it together and not strictly for or against any party. References in this Agreement to “Sections” refer to Sections of this Agreement, unless the context expressly indicates otherwise. References to
“provisions” of this Agreement refer to the terms, conditions, restrictions and promises contained in this Agreement. References in this Agreement to laws and regulations refer to such laws and regulations as in effect on this date and to
the corresponding provisions, if any, of any successor law or regulation. At each place in this Agreement where the context so requires, the masculine, feminine or neuter gender includes the others and the singular or plural number includes the
other. Forms of the verb “including” mean “including without limitation” unless the context 
  
 EXHIBIT D 
 5 







 
expressly indicates otherwise. “Or” is inclusive and includes “and” unless the context expressly indicates otherwise. The introductory
headings at the beginning of Sections of this Agreement are solely for the convenience of the parties and do not affect any provision of this Agreement. 
  
 14. Amendments and Waivers. This Agreement may not be amended, modified, superseded, canceled, or any terms waived, except by written instrument
signed by both parties, or in the case of waiver, by the party to be charged. 
  
 I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT
OTHER THAN THE PROMISES AND REPRESENTATIONS EXPRESSLY STATED IN THIS AGREEMENT AND IN THE EMPLOYMENT AGREEMENT ENTERED INTO BETWEEN ME AND THE COMPANY CONCURRENTLY HEREWITH. I HAVE COMPLETELY NOTED ON EXHIBIT A TO THIS AGREEMENT ANY PROPRIETARY
INFORMATION AND INVENTION THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT. 
  

	Dated as of: April 1, 2003.	  	 /s/ William S. Ashmore


	 	  	WILLIAM S. ASHMORE


			
	Accepted and Agreed to:	  	 	  	 
		
	IMPAC FUNDING CORPORATION,
a California corporation	  	 

  

		
	 By:
	 	 /s/    Ronald Morrison      


	 	 	 Name: Ronald Morrison
 Title: General
Counsel


  
 EXHIBIT D 

6 







 EXHIBIT A 
  
 EMPLOYEE’S DISCLOSURE 
  
 Gentlemen: 
  
 1. Except for the information and ideas listed below that rightfully became part of my general knowledge prior to my first contact or communication with the Company or any of its affiliates or related entities, I
represent that I am not in the possession of and have no knowledge of any information that can be considered the Proprietary Information of Impac Funding Corporation, a California corporation (the “Company’), other than information
disclosed by Company or any of its affiliates or related entities during my employment negotiations or my prior employment with the Company or any of its affiliates or related entities, which I understand and agree is the Proprietary Information of
Company or its affiliates or related entities, as the case may be. 
  
                                       
                                        
                                        
                                        
                                        
                                        
                   
  
                                       
                                        
                                        
                                        
                                        
                                        
                   
  
                                       
                                        
                                        
                                        
                                        
                                        
                   
  
 2. Except for the complete list of Inventions set forth below, I represent that I (in whole or in part, either alone or jointly with others) have not
made, conceived, developed or first reduced to practice any Inventions relevant to the subject matter of my employment with the Company prior to my employment with the Company or any of its affiliates or related entities. 
  

	 X 	 	No Inventions 

  

	     	 	See below: 

  
                                       
                                       
                                       
                                       
                                       
                                       
                          
                                       
                                        
                                        
                                        
                                        
                                        
                   
                                       
                                        
                                        
                                        
                                        
                                        
                   
                                       
                                        
                                        
                                        
                                        
                                        
                   
                                       
                                        
                                        
                                        
                                        
                                        
                   
                                       
                                        
                                        
                                        
                                        
                                        
                   
  

	     	 	Additional sheets attached 

  
  
   /s/ Williams S. Ashmore 
                                       
                                        
                                        
                          
 WILLIAM S. ASHMORE 
  
 EXHIBIT A

 TO PROPRIETARY RIGHTS AND INVENTIONS AGREEMENT 
 1