exv10w27







Exhibit 10.27








December 28, 2010




Rick Smith

8231 Vista De Valle Dr.

Scottsdale, AZ 85255



Dear Rick:



On or about February 22, 2010 you entered into an Employment Agreement with Marix Servicing LLC
(“Marix”) to act as Marix’s President and Chief Executive Officer. Effective November 1, 2010,
100% of the ownership interests of Marix were acquired by Walter Investment Management Corp.
(“WIMC” and collectively with Marix, the “Companies”). In connection with WIMC’s acquisition of
ownership of Marix, you and WIMC have agreed to terminate the February 22, 2010 Employment
Agreement and enter into a new agreement as set forth herein (the “Agreement”) pursuant to which
you will continue to be employed by Marix. You will also take on the title of Vice President of
Servicing of WIMC. This Agreement is intended to set forth the terms of your employment and will
be the sole obligation of the Companies with respect to your employment, superseding any and all
provisions of any other agreement or arrangement you might have with Marix, including, without
limitation, your Employment Agreement dated February 22, 2010 and with respect to any employee
profits interests which you acknowledge having relinquished pursuant to a separate agreement with
Marix and/or its former owners prior to the sale of Marix to WIMC. The term of this Agreement
shall continue until the close of business on December 31, 2011 (the “Term”). Thereafter, the Term
shall automatically extend annually for one year terms (any then current period of extension being
referred to as the Term) unless (a) at least 30 days prior to the end of a Term either party
provides the other with written notice that the Term will not automatically extend, or (b) the
Agreement is otherwise terminated as provided herein. While employed during the Term, you agree to
devote, during normal business hours during business days, your full time and efforts to advancing
the Companies’ interests. Any capitalized terms not defined herein shall have the definition set
forth in the Appendix hereto.





	1.	 	You shall hold the titles of Vice President of Servicing for WIMC and President and Chief
Executive Officer of Marix. You shall report to and serve at the direction of WIMC’s President
and Chief Operating Officer. In your capacity as Vice President of Servicing for WIMC and
President and Chief Executive Officer of Marix you will (i) exercise all authorities and
responsibilities customarily associated with the position of an executive officer of companies
of the respective size and nature of WIMC and Marix; (ii) perform the duties attendant to such
offices and such additional duties as WIMC’s President and COO may from time to time
reasonably assign; (iii) comply with the general policies, standards and regulations of the
Companies, and perform such duties with fidelity and to the best of your ability. Except as
otherwise specifically set forth in this Agreement, these duties may be changed at the
discretion of WIMC’s President and COO.









www.walterinvestment.com


 









 








2. During the Term of this Agreement your annual compensation package will be as follows:





	 	(a)	 	Base Salary
	 
	 	 	 	Effective January 1, 2011, your Base Salary will be $275,000 per year, which will be
subject to annual review and increase (but not decrease) to the extent deemed
appropriate by the Compensation Committee and paid in accordance with the payroll
practices of Marix, as they may change from time to time.
	 
	 	(b)	 	Bonus
	 
	 	 	 	Your annual target bonus will be, at a minimum, 60% of your Base Salary, or $165,000
at your 2011 Base Salary, with the potential to increase your bonus to a maximum of
120% of your Base Salary (i.e., $330,000 at your 2011 Base Salary) subject to
increase as your Base Salary increases; provided, however, that the actual amount of
your bonus will be dependent upon the achievement of annual financial and other goals
of Marix and/or WIMC, as well as the accomplishment of any individual objectives,
each as established annually by the WIMC President and COO (the actual bonus awarded
in any given year, which may be greater or less than your target bonus is referred to
herein as your “Annual Bonus” for that year). Except as provided in sections 6(a),
(b) and (d) below, to be eligible to receive any Annual Bonus, you must be employed
through the end of the year for which the bonus is payable (the “Bonus Year”). The
bonus for a Bonus Year will be payable to you during the next following year (the
“Bonus Payment Year”) immediately upon the closing of WIMC’s books for the Bonus
Year, but not later than March 15 of the Bonus Payment Year (the “Bonus Payment
Date”). For purposes of clarification, the foregoing bonus provision shall not apply
to the 2010 calendar year for which you have received your bonus, in part from the
prior owners of Marix and in part from WIMC under a separate arrangement. Your first
bonus under this Agreement shall be payable in 2012.
	 
	 	(c)	 	Benefits






	 	(i)	 	You will be entitled to receive from the Companies prompt
reimbursement for all reasonable out-of-pocket business expenses incurred by you
in the performance of your duties hereunder, in accordance with the most
favorable policies, practices and procedures of the Companies relating to
reimbursement of business expenses incurred by the Companies’ managers, officers
or employees in effect at any time during the 12 month period preceding the date
you incur the expenses; provided, however, that any such expense reimbursement
will be made no later than the last day of the calendar year following the
calendar year in which you incur the expense, will not affect the expenses
eligible for reimbursement in any other calendar year, and cannot be liquidated
or exchanged for any other benefit.




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	 	(ii)	 	Participation in the Companies’ group life and health insurance
benefit programs generally applicable to executives and in accordance with their
terms, as they may change from time to time.
	 
	 	(iii)	 	Participation in any retirement plan generally applicable to
salaried employees at Marix as it may change from time to time and in accordance
with its terms. Your eligibility to participate will be consistent with the
requirements of ERISA.
	 
	 	(iv)	 	Participation in WIMC’s long-term incentive plan(s) in effect
from time to time. For 2011, your annual long-term incentive opportunity will
have a targeted economic value equal to, at a minimum, $125,000. Thereafter,
the annual economic value shall be determined by the Compensation Committee.
The components of any award and the methodology for determining the economic
value shall be as provided in the plan(s) or otherwise as determined by the
Compensation Committee in its discretion.
	 
	 	(v)	 	Twenty days of paid time off (“PTO”) to be used each year in
accordance with Marix’s PTO policy, as it may change from time to time.
Notwithstanding the foregoing, in the event that in the future Marix adopts a
vacation or other similar policy consistent with that of WIMC, you will receive
vacation pursuant to such policy that is consistent with that of other WIMC
executives.
	 
	 	(vi)	 	Your Benefits under this Agreement, including grants to you under
WIMC’s long-term incentive plan(s), will be subject to periodic review by the
Compensation Committee.






	 	(d)	 	Recapitalization
	 
	 	 	 	Any equity award agreement will provide that in the event of any change in the
capitalization of WIMC such as a stock spilt or a corporate transaction such as a
merger, consolidation, separation or otherwise, the number and class of the equity
awarded shall be equitably adjusted by the Compensation Committee, in its sole
discretion, to prevent dilution or enlargement of rights.






	3.	 	It is agreed and understood that your employment with Marix is to be at will, and either you
or Marix may terminate the employment relationship at any time for any reason, with or without
cause, and with or without notice to the other; nothing herein or elsewhere constitutes or
shall be construed as a commitment to employ you for any period of time.




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	4.	 	You agree that all inventions, improvements, trade secrets, reports, manuals, computer
programs, systems, tapes and other ideas and materials developed or invented by you during the
period of your employment hereunder, either solely or in collaboration with others, which
relate to the actual or anticipated business or research of the Companies, which result from
or are suggested by any work you may do for the Companies, or which result from use of the
Companies’ premises or the Companies or its customers’ property (collectively, the
“Developments”) shall be the sole and exclusive property of the Companies. You hereby assign
to the Companies your entire right and interest in any such Developments, and will hereafter
execute any documents in connection therewith that the Companies may reasonably request.
	 
	5.	 	As an inducement to make this offer to you, you represent and warrant that you are not a
party to any agreement or obligation for personal services, and there exists no impediment or
restraint, contractual or otherwise on your power, right or ability to accept this offer and
to perform the duties and obligations specified herein.
	 
	6.	 	In the event of a termination or cessation of your employment with Marix for any reason, the
sole rights and obligations of the Companies in connection with your termination shall be
those provided under the relevant provision below.






	 	(a)	 	In the event of your death or Retirement during the Term, Marix or WIMC, as the
case may be, will pay to you, your beneficiaries or your estate, as the case may be, as
soon as practicable after your death or Retirement (with the exception of subsection
(iii) below which will be paid in the Bonus Payment Year), (i) the unpaid Base Salary
through the date of your death or Retirement, plus payment of any bonus amount payable
to you (as determined by the Compensation Committee) in respect of any bonus period
ended prior to your termination of employment (collectively, the “Compensation
Payments”), (ii) for any accrued but unused PTO, or the equivalent, to the extent and
in the amounts, if any, provided under the Marix’s usual policies and arrangements (the
“PTO Payment”), and (iii) the Annual Bonus, in respect of the fiscal year in which your
termination occurs (which shall be in an amount that is consistent with other
executives of the Companies of your level), multiplied by (x) the number of days prior
to your termination during such fiscal year, divided by (y) 365 (the “Prorated Bonus”).
	 
	 	(b)	 	In the event you suffer a Disability Marix may terminate your employment on
written notice thereof, and Marix or WIMC, as the case may be, will pay you (i) amounts
payable pursuant to the terms of any applicable disability insurance policy or similar
arrangement (if any) that the Companies maintain, (ii) the Compensation Payments, (iii)
the PTO Payment and (iv) the Prorated Bonus.




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	 	(c)	 	In the event your employment is terminated by Marix for Cause or by you other
than as a result of Constructive Termination, Disability, Retirement, or death, you
will be paid (i) unpaid Base Salary through the date of your termination, plus (ii) the
PTO Payment. You will be entitled to no other compensation, except as otherwise due to
you under applicable law or the terms of any applicable plan or program. You will not
be entitled, among other things, to the payment of any unpaid bonus payments in respect
of any period prior to your termination of employment.
	 
	 	(d)	 	(i) In the event you are subjected to Involuntary Termination other than for
Cause, Disability or death, or you terminate your employment as a result of
Constructive Termination (subject to the provisions of Subsection (iv), below), Marix
or WIMC, as the case may be, will (x) pay to you the Compensation Payments, the PTO
Payment, and the Prorated Bonus, (y) continue to pay your Base Salary then in effect
and Annual Bonus (which shall be in an amount that is consistent with other executives
of the Companies of your level), for a period of 6 months after your termination (the
“Severance Period”), paid in the same periodic installments as such Base Salary, and
during the same Bonus Payment Year (as the case may be) as you would have been paid had
you remained on Marix’s ordinary payroll during such period; and (z) continued
participation in benefits, to the extent the plans allow, until the earlier of the
6-month anniversary of the termination date or until you are eligible to receive
comparable benefits from subsequent employment or government assistance.
	 
	 	 	 	(ii) The severance described in the preceding subsection (d)(i) shall (y) continue
for the Severance Period regardless of how much time remains in the then current Term
of this Agreement; i.e., there shall be no adjustment, up or down, to the amount of
severance regardless of the amount of time remaining in the then current Term at the
time of termination; and (z) be offset by any income and/or benefits that you receive
for services rendered to any third party during the Severance Period.
	 
	 	 	 	(iii) Regarding your Annual Bonus, by way of example, should you be terminated on
September 30, 2011, you will be paid the Prorated Bonus for the year in which you
were terminated (which is equal to the Annual Bonus for such year prorated for the
period from January 1, 2011 through September 30, 2011), plus the balance of the
Bonus for 2011 (i.e., the Annual Bonus for the first three months of your 6 month
severance period), plus three months of the Annual Bonus for 2012 (the Annual Bonus
for the remaining 3 months of the 6 month severance period) which would be paid in
2013.
	 
	 	 	 	(iv) In order to be entitled to the severance set forth in this Subsection 6(d) in
the event of Constructive Termination, you must provide written notice, including
details describing the basis of your claim, to WIMC’s President and COO within 60
days of the occurrence of the event(s) giving rise to a claim of Constructive
Termination and the Companies will have 30 days to remedy any non-compliance. In the
event the




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	 	 	 	Companies fail or are unable to remedy any non-compliance, the effective date of your
termination of employment shall be 90 days from the date WIMC’s President and COO
received notice, unless otherwise agreed by you and WIMC’s President and COO. Should
you fail to provide the foregoing notice, you will thereafter be barred from
receiving benefits based upon the events giving rise to the claim.
	 
	 	(e)	 	Payment of the amounts set forth in this Section 6 shall survive the
termination of this Agreement by WIMC for so long as you continue to be employed by the
Companies; i.e., in the event that WIMC should terminate the Agreement at the end of
any Term as provided in the Preamble to this Agreement, and should you nonetheless
continue your employment with the Companies, and thereafter any of the circumstances
set forth in Sections 6(a)-(d) occur, you will be entitled to receive the amounts set
forth in this Section 6 as the circumstances provide. However, in the event that you
terminate this Agreement at the end of any Term, payment of the amounts set forth in
this Section 6 shall not survive such termination.
	 
	 	(f)	 	Payment of the severance set forth in Sections 6(a), (b) and (d) is subject to
your execution, delivery and non-revocation of the release attached hereto as Appendix
2 within 30 days following the termination of your employment, and your resignation,
effective as of the date of your termination of employment, as an officer and/or
director of WIMC, Marix or any of its subsidiaries or affiliates.
	 
	 	(g)	 	The COBRA election period will not commence until the expiration of the
Severance Period.
	 
	 	(h)	 	The amount of expenses eligible for reimbursement, or in-kind benefits
provided, during a calendar year may not affect the expenses eligible for
reimbursement, or the in-kind benefits to be provided, in any other calendar year.
Your right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit. Payment will be provided only if the filing of the claim
for payment and completion of the reimbursement payment can reasonably be completed by
the end of the calendar year following the year in which the expense is incurred.
	 
	 	(i)	 	Treatment of Grants of Equity — Any grants of equity that you may receive
subsequent to the date of this Agreement, and the disposition of such awards in the
event of the occurrence of any of the circumstances set forth in subsections (a) — (d)
above, shall be subject to the terms and conditions of the plan(s) or program(s) under
which the awards are granted; provided, however, that to the extent not inconsistent
with such plan(s) or program(s), any such awards will provide that, in the event of
termination pursuant to (i) subsections (a) or (b) above, or as a result of
Constructive Termination, all outstanding equity awards will immediately vest, or (ii)
subsection (c) or (d) above, other than as a result of Constructive Termination, all
unvested awards will be forfeited, subject to the discretion of the Compensation
Committee to vest some or all of such awards. In the event of a Change of Control, you
will not have the right to terminate your employment, other than as otherwise permitted
in this Agreement;




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	 	 	 	however, upon such Change of Control, all unvested equity will immediately vest and
all restrictions on any stock awarded shall lapse.
	 
	 	(j)	 	To be entitled to severance benefits under this section you must terminate
employment from Marix. For this purpose, your termination of employment must be
considered a “separation from service” within the meaning of Code §409A(a)(2)(A)(i) and
any guidance or regulations issued thereunder.






	7.	 	Non-Compete. It is understood and agreed that in the course of your employment you will have
substantial relationships with specific businesses and personnel, prospective and existing,
vendors, contractors, customers, and employees of the Companies that result in the creation of
customer goodwill. Therefore, following the termination of employment under this Agreement for
any reason and continuing for a period of 6 months from the date of such termination, so long
as the Companies or any affiliate, successor or assign thereof is in the real estate
investment trust, mortgage servicing business, insurance agency or like business within the
Restricted Area, unless the Board of Directors approves an exception, you shall not, directly
or indirectly, for yourself or on behalf of, or in conjunction with, any other person,
persons, company, partnership, corporation, business entity or otherwise:






	 	a.	 	Call upon, solicit, write, direct, divert, influence, or accept business
(either directly or indirectly) with respect to any account or customer or prospective
customer of the Companies or any corporation controlling, controlled by, under common
control with, or otherwise related to the Companies, including but not limited to
Walter Investment Management Corp., Marix Servicing LLC, Hanover Capital Mortgage
Holdings, Inc., Walter Mortgage Company, or any other affiliated companies; or
	 
	 	b.	 	Hire away any personnel of the Companies or its affiliated entities, and/or
entice any such persons to leave the employ of the Companies or its affiliated entities
without the prior written consent of the Companies.






	8.	 	Non-Disparagement. Following the termination of employment under this Agreement for any
reason and continuing for so long as the Companies or any affiliate, successor or assigns
thereof carries on the name or like business within the Restricted Area, you shall not,
directly or indirectly, for yourself or on behalf of, or in conjunction with, any other
person, persons, company, partnership, corporation, business entity or otherwise:






	 	a.	 	Make any statements or announcements or permit anyone to make any public
statements or announcements concerning your termination with the Companies or their
affiliated entities, or
	 
	 	b.	 	Make any statements that are inflammatory, detrimental, slanderous, or negative
in any way to the interests of the Companies or its affiliated entities.




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	9.	 	You acknowledge and agree that you will respect and safeguard the Companies’ property, trade
secrets and confidential information. You acknowledge that the Companies’ electronic
communication systems (such as email and voicemail) are maintained to assist in the conduct of
the Companies’ business and that such systems and data exchanged or stored thereon are the
Companies’ property. In the event that you leave the employ of the Companies, you will not
disclose any of the Companies’ trade secrets or confidential information you acquired while an
employee of the Companies to any other person or entity, including without limitation, a
subsequent employer, or use such information in any manner.
	 
	10.	 	If any of the Companies’ financial statements are required to be restated due to errors,
omissions, fraud, or misconduct, the Board of Directors may, in its sole discretion but acting
in good faith, direct that the Companies’ recover all or a portion of any past or future
compensation from you with respect to any fiscal year for which the financial results are
negatively affected by such restatement. For purposes of this paragraph, errors, omissions,
fraud, or misconduct may include and is not limited to circumstances where the Companies have
been required to prepare an accounting restatement due to material noncompliance with any
financial reporting requirement, as enforced by the SEC, and the Board of Directors has
determined in its sole discretion that you had knowledge of the material noncompliance or the
circumstances that gave rise to such noncompliance and failed to take reasonable steps to
bring it to the attention of the appropriate individuals within the Companies, or you
personally and knowingly engaged in practices which materially contributed to the
circumstances that enabled a material noncompliance to occur.
	 
	11.	 	You and the Companies intend that payments and benefits under this Agreement comply with 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 the event that any provision of this Agreement
is determined by you or the Companies to not comply with Code Section 409A, the Companies
shall fully cooperate with you to reform the Agreement to correct such noncompliance to the
extent permitted under any guidance, procedure, or other method promulgated by the Internal
Revenue Service now or in the future that provides for such correction as a means to avoid or
mitigate any taxes, interest, or penalties that would otherwise be incurred by you on account
of such non-compliance. If the Companies reasonably determine that any payment or benefit due
under this Agreement, or any other amount that may become due to you after termination of
employment, is subject to Code Section 409A, and also determines that you are a “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, upon your termination of
employment for any reason other than death (whether by resignation or otherwise), no amount
may be paid to you or on your behalf earlier than six months after the date of your
termination of employment (or, if earlier, your death) if such payment would violate the
provisions of Code Section 409A and the regulations issued thereunder, and payment shall be
made, or commence to be made, as the case may be, on the date that is six months and one day
after your termination of employment (or, if earlier, one day after your death). For this
purpose, you will be considered a “specified employee” if you are employed by an employer that
has its stock publicly traded on an established securities market or certain related entities
have their stock traded on an established securities market




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	 	 	and you are a “key employee”, with the exact meaning of “specified employee”, “key employee”
and “publicly traded” defined in Section 409A(a)(2)(B)(i) of the Code and the regulations
thereunder. Notwithstanding the above, the WIMC hereby retains discretion to make
determinations regarding the identification of “specified employees” and to take any
necessary corporate action in connection with such determination.
	 
	12.	 	You acknowledge and agree that you have read this letter agreement carefully, have been
advised to consult with an attorney regarding its contents, and that you fully understand the
same.
	 
	13.	 	It is agreed and understood that this acceptance letter shall constitute our entire agreement
with respect to the subject matter hereof and shall supersede all prior agreements,
discussions, understandings and proposals (written or oral) relating to your employment with
the Companies. This Agreement will be interpreted under and in accordance with the laws of the
State of Florida without regard to conflicts of laws. Any dispute over the terms and
conditions or application of this Agreement shall be resolved through binding arbitration
pursuant to the rules of the American Arbitration Association (“AAA”). The arbitration will
be heard by one arbitrator to be chosen as provided by the rules of the AAA and shall be held
in Tampa, Florida. If you prevail in the dispute, the Companies will pay your reasonable fees
and costs in connection with the matter (including attorneys fees). Whether you have
prevailed or not shall be determined by the arbitrator, or if the arbitrator declines to
determine whether or not you have prevailed, you will be deemed to have prevailed if, in the
case of monetary damages you receive in excess of 50% of what you demanded. Notwithstanding
the foregoing, in the event of a breach or threatened breach of the provisions of sections
7-9, the party that is in breach or in threatened breach acknowledges and agrees that the
other party will suffer irreparable harm that is not subject to being cured with monetary
damages and that the Companies shall be entitled to injunctive relief in a state court of the
State of Florida.





Signature Page to Follow







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If the terms contained within this letter are acceptable, please sign one of the enclosed copies
and return it to me.



Very truly yours,



Walter Investment Management Corp.




By:
Charles Cauthen

       President and COO




ACCEPTANCE



I have read the foregoing, have been advised to consult with counsel of my choice concerning the
same, and I fully understand the same. I approve and accept the terms set forth above as governing
my employment relationship with the Companies.



Signature  ____________________________ Date _____________








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APPENDIX 1

DEFINITIONS



“Agreement” shall have the meaning set forth in the introductory paragraph to this Agreement.



“Annual Bonus” shall have the meaning set forth in Section 2(b) to this Agreement.



“Base Salary” shall have the meaning set forth in Section 2(a) of this Agreement.



“Benefits” shall be those benefits set forth in section 2(c) of this Agreement.



“Board of Directors” shall mean the Board of Directors of WIMC.



“Bonus Payment Date” shall have the meaning set forth in Section 2(b) to this Agreement.



“Bonus Payment Year” shall have the meaning set forth in Section 2(b) to this Agreement.



“Bonus Year” shall have the meaning set forth in Section 2(b) to this Agreement.



“Cause” shall mean (A) conviction of, or plea of guilty or nolo contendere to, a felony arising
from any act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of
Marix and/or WIMC, or (B) conviction of, or plea of guilty or nolo contendere to, any other felony
which is materially injurious to the Companies or their respective reputations or which compromises
your ability to perform your job function, and/or act as a representative of the Companies, or (C)
a willful failure to attempt to substantially perform your duties (other than any such failure
resulting from your Disability), after a written demand for substantial performance is delivered to
you that specifically identifies the manner in which the Companies believe that you have not
attempted to substantially perform such duties, and you have failed to remedy the situation, to the
extent possible, within fifteen (15) business days of such written notice from the Companies or
such longer time as may be reasonably required to remedy the situation, but no longer than
forty-five (45) calendar days. For purposes of this definition, no act or failure to act on your
part shall be considered to be Cause if done, or omitted to be done, by you in good faith and with
the reasonable belief that the action or omission was in the best interests of, or were not, in
fact, materially detrimental to, the Companies or their subsidiaries. The decision to terminate
your employment for Cause, to take other action or to take no action in response to such occurrence
shall be in the sole and exclusive discretion of the Board of Directors. If the Board of Directors
terminates your employment for Cause, Marix shall deliver written notice of such termination to
you, which notice shall include the factual basis for your termination, and such termination shall
be effective immediately upon service of such written notice.



“Change of Control” shall mean a change of ownership of, a change in the effective control of , or
a change in the ownership of a substantial portion of the assets of (a) WIMC or (b) Marix, in each
case, within the meaning of Treas. Reg. 1.409A-3(i)(5). For purposes of clarification, a Change of
Control of Marix shall not include any change of control or ownership of Marix or its assets
subsequent to which Marix or its successors remain a direct or indirect subsidiary of or under the
control of WIMC, including, without limitation a merger of Marix into any other WIMC controlled
business.







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“Companies” shall have the meaning set forth in the introductory paragraph to this Agreement.



“Compensation Committee” shall mean the Compensation and Human Resources Committee of Walter
Investment Management Corp.



“Compensation Payment” shall have the meaning set forth in Section 6(a) to this Agreement.



“Constructive Termination” shall mean, without your written consent: (a) a material failure of the
Companies to comply with the provisions of this agreement, (b) a material diminution of your
position (including status, offices, title and reporting relationships), duties or responsibilities
or pay, (c) any purported termination of your employment other than for Cause, or (d) the forced
relocation of your primary job location more than 50 miles from Marix’s Phoenix, Arizona location;
provided however, that any isolated, insubstantial or inadvertent change, condition, failure or
breach described under subsections (a) — (d) above which is not taken in bad faith and is remedied
promptly after the actual receipt of notice from you as provided in section 6(d) shall not
constitute Constructive Termination. For purposes of this Agreement, a material diminution in pay
or responsibility shall not be deemed to have occurred if: (i) the amount of your bonus
fluctuates due to performance considerations under the Companies’ executive incentive plan or other
incentive plan applicable to you and in effect from time to time, (ii) you are transferred to a
position of comparable responsibility, status, title, office and compensation within the Companies,
(iii) you experience a reduction in salary that is relatively comparable to reductions imposed upon
all senior executives in the Companies, (iv) you no longer hold a title and/or your duties are
reduced in connection with the sale of all or substantially all of the business or assets of a
subsidiary or business unit of the Companies, whether or not you are employed by or provide
services to such business or unit; or (v) the Companies terminate this Agreement at the end of any
Term, provided that your employment is not also terminated and you are not then or thereafter
subjected to an event which would otherwise constitute Constructive Termination. To be entitled to
severance benefits on the basis of Constructive Termination the event causing Constructive
Termination must not be implemented for the purpose of avoiding the restrictions of the Code
Section 409A restrictions.



“Developments” shall have the meaning set forth in Section 4 to this Agreement.



“Disability” shall mean (a) your inability or failure to perform your duties hereunder for a period
of ninety (90) consecutive days or a total of one hundred twenty (120) days during any twelve (12)
month period due to any physical or mental illness or impairment, or (b) a determination by a
medical doctor chosen by the Companies to the effect that you are substantially unable to perform
your duties hereunder due to any physical or mental illness or impairment.



“Involuntary Termination” shall mean your termination from employment due to the independent
exercise of unilateral authority by the Companies to terminate your services, other than due to
your implicit or explicit request, where you are willing and able to continue performing services.
The determination of whether a termination of employment is involuntary is based on all the facts
and circumstances. Any reference in this Agreement to “termination of employment” shall mean
“separation from service” within the meaning of Treas. Reg. 1.409A-1(h).



“Prorated Bonus” shall have the meaning set forth in Section 6(a) to this Agreement.






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“PTO” shall have the meaning set forth in Section 2(c)(v) to this Agreement.



“PTO Payment” shall have the meaning set forth in Section 6(a) to this Agreement.



“Restricted Area” shall mean the mortgage servicing business in which the Companies compete at the
time of your separation anywhere in the United States of America.



“Retirement” shall mean, your voluntary termination of employment after such time as either, you
have reached the age of 60, or the sum of your age and years of service with the Companies exceeds
70; provided that, in either case, you provide the Companies with at least 6 months written notice
of your intention to retire, or such lesser time as the Companies may agree. For purposes of this
definition, your years of service shall include years served with any predecessor or successor
companies to the Companies.



“Severance Period” shall have the meaning set forth in Section 6(d)(i).



“Term” shall have the meaning set forth in the introductory paragraph to this Agreement.










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APPENDIX 2

SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS




     This Separation Agreement and General Release of Claims (“Release”) is entered into by and
between Walter Investment Management Corp., and its subsidiaries, predecessors, successors,
assigns, affiliates, insurers and related entities, (hereinafter collectively referred to as
“Employer”) and ___________________ (hereinafter “Employee”). In consideration for the mutual
promises set forth below, Employer and Employee agree as follows:



     1. Employer and Employee are parties to a contract of employment (“Employment Contract”) to
which this Release has been attached and incorporated by reference. Employee’s employment with
Marix Servicing LLC has been terminated and, pursuant to the terms of the Employment Contract,
Employee must execute this Release in order to receive the severance set forth in the Employment
Contract.



     2. In consideration for the promises and covenants set forth in the Employment Contract and
this Release, including, specifically but without limitation, the general release set forth in
paragraph 3 below, Employee will be paid [insert the severance set forth in the appropriate
subsection of section 6 of the Employment Contract]. Payments to Employee will be made at such
times as are set forth in the Employment Contract.



     3. Employee agrees, on behalf of himself, and his heirs, successors in interest and assigns
that, except as specifically provided herein, Employee will not file, or cause to be filed, any
charges, lawsuits, or other actions of any kind in any forum against Employer and/or its officers,
directors, employees, agents, successors and assigns and does hereby further release and discharge
Employer and its officers, directors, employees, agents, successors and assigns from any and all
claims, causes of action, rights, demands, and obligations of whatever nature kind or character
which you may have, known or unknown, against them (including those seeking equitable relief)
alleging, without limitation, breach of contract or any tort, legal actions under title VII of the
Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1966, as amended, the
Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as
amended, the Fair Labor Standards Act of 1938, as amended, the Age Discrimination in Employment Act
of 1967, as amended, (the “ADEA”) (except to the extent claims under the ADEA arise after the date
on which this Release is signed by Employee), the Americans with Disability Act, the Civil Rights
Act of 1991, or any State, Federal, or local law concerning age, race, religion, national origin,
handicap, or any other form of discrimination, or any other State, Federal, or common law or
regulation relating in any way to, Employee’s employment with Employer or Employee’s separation
from the Employer, including any and all future claims, except claims arising in connection with
rights and obligations under this Release or as specifically provided in paragraph 4 or 6 below.
Employee further agrees to waive and release any claim for damages occurring at any time after the
date of this Release because of any alleged continuing effect of any alleged acts or omissions
involving Employee and/or Employer which occurred on or before the date of this Release.



     4. Notwithstanding anything contained in this Release to the contrary, the general release set
forth in paragraph 3 shall not apply to any claims under any equity, option or other Employer



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incentive plan or award, which shall be governed by the terms and conditions of such plan(s)
or award.




     5. This Release shall not in any way be construed as an admission by Employer or Employee that
they have acted wrongfully with respect to each other or that one party has any rights whatsoever
against the other or the other released parties.



     6. Employee and Employer specifically acknowledge the following:




	 	a.	 	Employee does not release or waive any right or claim which
Employee may have which arises after the date of this Release.
	 
	 	b.	 	In exchange for this general release, Employee acknowledges that
Employee has received separate consideration beyond that which Employee
is otherwise entitled to under Employer’s policy or applicable law.
	 
	 	c.	 	Employee is releasing, among other rights, all claims and rights
under the Age Discrimination in Employment Act (“ADEA”) and the Older
Workers’ Benefit Protection Act (“OWBPA”), 29 U.S.C. §621, et
seq.
	 
	 	d.	 	Employee has twenty-one (21) days to consider this Release.
	 
	 	e.	 	Employee has seven (7) days to revoke this Release after
acceptance. However, no consideration will be paid until after the
revocation of the acceptance period has expired. Additionally, for the
revocation to be effective, Employee must give written notice of
Employee’s revocation to Employer’s General Counsel.





     7. Should Employee breach any provision of this Release, the Employer’s obligation to continue
to pay the consideration set forth herein shall cease and Employer shall have no further obligation
to Employee. All other terms and conditions of this Release, including, but not limited to, the
general release in paragraph 3 shall remain in full force and effect. Should Employer breach any
provision of this Release, the Employee’s obligations hereunder shall cease and Employee shall have
no further obligations pursuant to this Release.



     8. Employer and Employee agree that in the event it becomes necessary to enforce any provision
of this Release, the prevailing party in such action shall be entitled to recover all their costs
and attorneys’ fees, including those associated with appeals.



     9. This Release shall be binding upon Employer, Employee and upon Employee’s heirs,
administrators, representatives, executors, successors and assigns, and shall inure to the benefit
of Employer and the other released parties and their successors and assigns.



     10. Employee and Employer acknowledge that this Release and the Employment Contract shall be
considered as one document and that, except as set forth herein and therein, including without



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limitation the provisions of paragraphs 4 and 6 of this Release, any and all prior
understandings and agreements between the parties to this Release with respect to the subject
matter of this Release and/or the Employment Contract are merged into the Employment Contract and
this Release, which fully and completely expresses the entire understanding of the parties with
respect to the subject matter hereof and thereof.




     11. Should any provision of this Release be declared or be determined by any Court to be
illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected
thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of
this Release.



     12. This Release may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.



	 	 	 	 	 	 
	[EMPLOYEE NAME]	 	WALTER INVESTMENT MANAGEMENT CORP.
	 	 	 		 	 
	 	 	 		 	 
	 



	 	By:	  

	Date:
	 	 	 	Name Printed:	 

	 

	 	 	 	Title:	 

	 

	 	 	 	Date:	 








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