redpathemploymentagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EMPLOYMENT
AGREEMENT

    


    This
Employment Agreement (this “Agreement”) is made
and entered into effective as of January 16, 2009 (the “Effective Date”)
between CS Financing Corporation (“Company”), and
Timothy R. Redpath (the “Executive”).

    


    WITNESSETH:

    


    WHEREAS,
the Company desires to employ the Executive upon the terms and conditions set
forth herein; and

    


    WHEREAS,
the Executive desires to accept such employment with the Company and to enter
into this Agreement.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

    


    
      	
              1.

            	
              DEFINITIONS.  The
      following terms used in this agreement shall have the respective meanings
      specified below unless the context clearly indicates the
      contrary:

            


    

    


    “Accrued Benefits”
shall have the meaning ascribed to such term in Section
6.

    


    “Board” shall mean the
board of directors of the Company.

    


    “Base Salary” shall
mean the annual base salary payable to the Executive at the rate set forth in
Section
4.

    


    “Business Day” shall
mean any day that is not a Saturday, Sunday, legal holiday or day on which
commercial banks in California are authorized or required by applicable law to
close.

    


    “Cause” shall mean
discharge by the Company on the following grounds:  (i) failure of the
Executive to devote a substantial amount of the Executive’s working time to the
business of the Company; (ii) gross negligence or willful misconduct in the
performance of the Executive’s duties; or (iii) conviction of (or, in any court
of law, a plea of nolo contendere with respect to) any act of fraud, theft or
financial dishonesty toward the Company, or of any felony or criminal act
involving moral turpitude; provided, however, that Cause shall not exist unless
the Board provides a Notice of Termination to the Executive of the Company’s
intention to terminate this Agreement for Cause, which notice shall identify in
reasonable detail the basis therefor and be delivered within thirty (30) days
after the event or circumstances providing such basis, and unless the Executive
fails to cure such condition, if curable, within thirty (30) days following
delivery of the Notice of Termination.  The Date of Termination shall
be the thirtieth day after such Notice of Termination.

    


    “Date of Termination”
shall mean the effective date of a Termination of Employment.

    


    “Employment Term”
shall have the meaning ascribed to such term in Section
2.

    


    “Expiration Date”
shall have the meaning ascribed to such term in Section
2.

    


    “Good Reason” shall
mean the occurrence of any of the following without the Executive’s consent (i)
a material diminution in the nature or scope of the Executive’s
responsibilities, authorities or duties, (ii) a relocation of the Executive’s
principal place of employment to a location not within a fifty (50) mile radius
of the location from which the Executive served the Company immediately prior to
such relocation, (iii) a material reduction in the Executive’s Base Salary
and/or Incentive Bonus, or (iv) a material breach of this Agreement by the
Company. The
Executive may not resign his employment for Good Reason unless the Executive
provides the Company with at least thirty (30) days prior written notice of his
intent to resign for Good Reason and the Company has not cured the breach within
such thirty (30) day period.  The Date of Termination shall be the
thirtieth day after such Notice of Termination.

    


    “Incentive Bonus”
shall mean the annual bonus payable to the Executive described in Section
4(b).

    


    “Initial Term” shall
have the meaning ascribed to such term in Section
2.

    


    “JAMS” shall have the
meaning ascribed to such term in Section
12.

    


    “Notice of
Termination” shall have the meaning ascribed to such term in Section
6.

    


    “Permanent Disability”
shall mean the Executive’s inability to perform the duties and responsibilities
required of the Executive in such Executive’s employment capacity by reason of a
physical or mental disability or infirmity which has continued for more than
ninety (90) consecutive Business Days (excluding vacation days) in any twelve
(12) consecutive month period, as reasonably determined by the
Board.

    


    “Person” shall mean
any individual, firm, corporation, limited liability company, partnership,
business enterprise, trust, associate, joint venture, partnership or other
entity, whether acting in an individual, fiduciary or other
capacity.

    


    “Renewal Term” shall
have the meaning ascribed to such term in Section
2.

    


    “Severance Amount”
shall have the meaning ascribed to such term in Section
6.

    


    “Termination of
Employment” shall mean the first to occur of the following
events:

    (a) the
Company’s termination of the Executive’s employment for Cause;

    


    (b) the
Executive’s termination of employment with the Company without Good
Reason;

    


    (c) the
Executive’s death;

    


    (d) the
termination of the Executive’s employment as a result of the Executive’s
Permanent Disability;

    


    (e) the
Executive’s termination of employment by the Company without Cause;
or

    


    (f) the
Executive’s termination of employment with the Company for Good
Reason.

    


    Termination
of Employment as used throughout this Agreement refers to a “separation from
service” by the Executive from the Company, as defined by Treasury Regulation
§1.409A-1(h).

    


    “Termination Date”
shall have the meaning ascribed to such term in Section
6.

    


    
      	
              2.  

            	
              EMPLOYMENT.

            


    

    


    The
Company agrees to employ the Executive and the Executive agrees to provide
services to the Company from the Effective Date of this Agreement until the
close of business on the third anniversary of the Effective Date (the “Initial Term”);
provided, however, that this Agreement shall automatically renew for subsequent
12-month periods (each a “Renewal Term”) unless
either the Company or the Executive provides written notice, at least ninety
(90) days prior to the expiration of the Initial Term or any Renewal Term then
in effect, of the party’s intent not to renew (the expiration of the Initial
Term or any Renewal Term herein referred to as the “Expiration
Date”).  The term “Employment Term”
shall refer herein to the period commencing on the first day of the Initial Term
and ending on the earlier of (i) the Date of Termination and (ii) the Expiration
Date.

    


    
      	
              3.  

            	
              TITLE AND
      DUTIES.

            


    

    


    (a) The
Executive’s job title shall be Chief Executive Officer of the
Company.  During the Employment Term, the Executive shall have such
authority, duties and responsibilities as are usual and customary for similar
positions for companies of similar size and scope and such other duties for the
Company consistent with the Executive’s position as may be assigned by the
Board.

    


    (b) The
Executive shall serve the Company subject to the general supervision, advice and
direction of the Board upon the terms and conditions set forth in this
Agreement, and the Executive shall report to the Board.  The Executive
shall take all appropriate actions to ensure that the Board is currently and
fully informed on a regular and continuous basis of all matters affecting the
Company.

    


    (c) Except
with the prior written consent of the Company in its sole discretion, the
Executive shall not engage, directly or indirectly, during the Employment Term,
in any other business activities or pursuits whatsoever, except activities in
connection with charitable or civic activities, personal investments and serving
as an executor, trustee or in other similar fiduciary capacity; provided that
any such activities do not interfere with the performance of the Executive’s
responsibilities and obligations pursuant to this Agreement.

    


    
      	
              4.  

            	
              COMPENSATION AND
      BENEFITS.

            


    

    


    (a) Base
Compensation.  During the Employment Term, the Company shall
pay the Executive, in equal installments pursuant to the Company’s regular
payroll practice (but not less frequently than monthly), Base Salary in the
amount of $250,000 per annum.  The Board shall review the Base Salary
from time to time and in its sole and absolute discretion may, but is not
obligated to, adjust the Base Salary; provided, however, that the Executive’s
Base Salary shall be adjusted to be no lower than the Base Salary of any other
senior officer of the Company (unless the Executive, expressly and in writing,
consents to a lower Base Salary than another specific senior
officer).

    


    (b) Incentive
Bonus.  During the Employment Term, the Executive shall be
entitled to participate in all incentive compensation plans and programs
maintained by the Company and applicable generally to senior executives of the
Company in accordance with the terms thereof.  Without limiting the
foregoing, for each fiscal year of the Company ending within the Employment
Term, the Executive shall be eligible to receive incentive bonus compensation
under the CS Financing Bonus Plan in accordance with the terms and conditions of
such plan as approved by the Company (the “Incentive
Bonus”).

    


    (c) Vacation.  The
Executive shall be entitled to four (4) weeks of paid vacation per fiscal year
of the Company.

    


    (d) Employment Benefit
Plans.  During the Employment Term, the Executive shall be
entitled to participate in the retirement, health, dental and disability and
life insurance plans and other employee welfare benefit plans offered by the
Company to other senior executives of the Company, subject to the terms and
conditions of such plans, and subject to the right of the Company, in its sole
discretion, to modify and/or terminate any such plans at any time.

    


    (e) Fringe
Benefits.  During the Employment Period, the Company will
provide the Executive with those employee benefits made available to Executive
level employees of the Company from time to time in accordance with the
respective terms of such plans and programs.

    


    
      	
              5.  

            	
              REIMBURSEMENT OF
      EXPENSES.

            


    

    


    In
addition to the compensation provided for under Section 4 hereof, the
Company shall promptly reimburse the Executive for all reasonable travel,
entertainment and miscellaneous expenses incurred by the Executive during the
Employment Term in the ordinary course of business and otherwise incurred in
connection with the Executive’s fulfillment of the Executive’s professional
responsibilities to the Company. For purposes of satisfying Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), the parties
agree that the amounts reimbursed under this Section 5 for one
calendar year shall not affect entitlements to reimbursement for other calendar
years, requests for reimbursements for a year shall be made no later than
January 31 of the following year, and reimbursement payments, if any, shall in
all events be made no later than the 15th day of the third month of the calendar
year following the calendar year in which the applicable expense is
incurred.

    


    
      	
              6.  

            	
              TERMINATION
      BENEFITS.

            


    

    


    (a) Termination of
Employment.  Notwithstanding anything to the contrary set forth
herein and for the avoidance of doubt, during the Employment Term the
Executive’s employment hereunder may be terminated at any time and for any
reason (i) by the Company with or without Cause or (ii) by the Executive with or
without Good Reason.  Upon termination, the Executive shall be
entitled only to such compensation and benefits as described in this Section
6.

    


    (b) Notice of
Termination.  Any Termination of Employment by the Company or
by the Executive under this Section 6 shall be
communicated by a written notice to the other party hereto indicating the
specific Termination of Employment provision in this Agreement relied upon,
setting forth in reasonable detail the facts and circumstances claimed to
provide a basis for the Termination of Employment under the provision so
indicated, and specifying a Date of Termination as provided for in this
Agreement (a “Notice
of Termination”).

    


    (c) Accrued
Benefits.  Upon the Executive’s Termination of Employment
pursuant for any reason, the Executive shall be entitled to receive a cash lump
sum equal to (i) the Executive’s Base Salary through the Date of Termination not
theretofore paid; (ii) any earned but unpaid bonus due the Executive for the
calendar year prior to the calendar year of the Date of Termination; (iii) any
unpaid expense reimbursements owed to the Executive under Section 5, (iv) any
accrued vacation pay owed the Executive under Section 4(c); and (v)
any amount earned, accrued and arising from the Executive’s participation in, or
benefits accrued under any employee benefit plan or arrangement under Section 4(d) and
Section 4(e)
which amounts shall be payable in accordance with the terms and conditions of
such employee benefit plans and arrangements (the foregoing, collectively, the
“Accrued
Benefits”).  Notwithstanding the foregoing, the Accrued
Benefits in Section
6(c)(i), 6(c)(ii), 6(c)(iii) and 6(c)(iv) shall be
paid within thirty (30) days of the Date of Termination.

    


    (d) Termination for Cause or
Termination without Good Reason. If the Executive’s employment shall
terminate by the Company for Cause or the Executive’s employment shall terminate
by the Executive without Good Reason, the Executive will only be entitled to the
Accrued Benefits and the Executive shall not be entitled to any payment of the
Incentive Bonus or any other bonus for such year of Termination of
Employment.

    


    (e) Termination without Cause or
Termination for Good Reason by the Executive.  If the
Executive’s employment is terminated by the Company without Cause or the
Executive’s employment is terminated by the Executive for Good Reason, the
Executive shall receive:

    


    (i)           a
cash payment equal to the sum of (A) two (2) times the Executive’s Base Salary
as of the Date of Termination, and (B) two (2) times the Incentive Bonus earned
by the Executive for the calendar year previous to the calendar year in which
the Executive’s Date of Termination occurs (or, if the Date of Termination
occurs prior to the end of the first calendar year of the Term, the Incentive
Bonus for such calendar year at the target level) (the “Severance Amount”) to
be paid in equal installments for twenty-four (24) months following Termination
of Employment subject to the Executive’s execution, delivery, and non-revocation
of a general release and waiver of claims within thirty (30) days following the
Date of Termination; and

    


    (ii)           reimbursement
for, or direct payment to the carrier for, the premium costs under COBRA for the
Executive, and, where applicable, his spouse and dependents, under the Company’s
group medical benefit plan, until the earlier of (A) eighteen (18) months
following the Date of Termination or (B) the date that the Executive first
becomes eligible to participate in any other plan that provides medical
benefits.

    


    (f) Termination of Employment
Due to Death or Permanent Disability.  In the event of the
Executive’s death during the Employment Term or Termination of Employment due to
Disability, the Executive’s estate and/or beneficiaries, as the case may be,
shall be entitled to:

    


    (i)           the
Accrued Benefits and the Executive shall not be entitled to any payment of the
Incentive Bonus for such year of Termination of Employment; and

    


    (ii)           a
cash payment equal to sum of (A) one (1) times the Executive’s Base Salary as of
the Date of Termination, and (B) one (1) times the Incentive Bonus earned by the
Executive for the calendar year previous to the calendar year in which the
Executive’s Date of Termination occurs (or, if the Date of Termination occurs
prior to the end of the first calendar year of the Term, the Incentive Bonus for
such calendar year at the target level).

    


    (g) General Release by the
Executive.  Notwithstanding any provision of this Agreement to
the contrary, the Executive acknowledges and agrees that the obligation of the
Company to pay any compensation and benefits under this Section 6 is
expressly conditioned upon the Executive’s execution of and agreement to be
bound by a general release of any and all claims arising out of or relating to
the Executive’s employment and Termination of Employment in the form attached as
Annex A to this Agreement.

    


    
      	
              7.  

            	
              CONFIDENTIALITY.

            


    

    


    (a) Except in
connection with the faithful performance of the Executive’s duties hereunder or
pursuant to Section
7(c) and Section 7(d), the Executive, shall, in perpetuity, maintain in
confidence and shall not directly, indirectly or otherwise, use, disseminate,
disclose or publish, or use for the Executive’s benefit or the benefit of any
person, firm, corporation or other entity any confidential or proprietary
information or trade secrets of or relating to the Company (including, without
limitation, business plans, business strategies and methods, acquisition
targets, intellectual property in the form of patents, trademarks and copyrights
and applications therefor, ideas, inventions, works, discoveries, improvements,
source code, modifications, technology, techniques, data, programs, other
know-how or materials, owned, developed or possessed by the Company, whether in
tangible or intangible form, information with respect to the Company’s
operations, processes, products, inventions, business practices, finances
principals, vendors, suppliers, customers, potential customers, marketing
methods, costs, prices, contractual relationships, regulatory status, prospects
and compensation paid to employees or other terms of employment), or deliver to
any person, firm, corporation or other entity any document, record, notebook,
computer program or similar repository of or containing any such confidential or
proprietary information or trade secrets.  The Company and the
Executive hereby stipulate and agree that as between them the foregoing matters
are important, material and confidential proprietary information and trade
secrets and affect the successful conduct of the business of the Company (and
any successor or assignee of the Company).

    


    (b) Upon
Termination of Employment, the Executive (or his estate) will promptly deliver
to the Company all correspondence, drawings, manuals, letters, notes, notebooks,
reports, programs, plans, proposals, financial documents, or any other documents
concerning the Company’s customers, business plans, marketing strategies,
products or processes.

    


    (c) The
Executive may respond to a lawful and valid subpoena or other legal process but
shall give the Company the earliest possible notice thereof, shall, as much in
advance of the return date as possible, make available to the Company and its
counsel the documents and other information sought and shall assist such counsel
at Company’s expense in resisting or otherwise responding to such
process.

    


    (d) Nothing
in this Agreement shall prohibit the Executive from (i) disclosing information
and documents when required by law, subpoena or court order (subject to the
requirements of Section 7(c), and
(ii) disclosing information and documents to his attorney or tax adviser for the
purpose of securing legal or tax advice.

    


    
      	
              8.  

            	
              NON-SOLICITATION.

            


    

    


    (a) Non-Solicitation
Covenants.  During the Employment Term, and for two (2) years
following Termination of Employment, Executive will not solicit, entice,
persuade or induce, directly or indirectly, any of the following Persons to
terminate his employment or contractual relationship with the Company: (i) any
employee of the Company, (ii) any individual who was employed by the Company
within the one (1) year period immediately prior to or after the Executive’s
Termination of Employment, or (iii) any Person who was a customer or client of
the Company within the one (1) year period immediately prior to or after the
Executive’s Termination of Employment.

    


    (b) Reasonableness of
Restrictions.  The Executive has carefully read and considered
the provisions of this Section 8, and having
done so, agrees that the restrictions set forth herein, including, but not
limited to, the time period of the restrictions, and the scope of the
restrictions are fair and reasonable, are supported by sufficient and valid
consideration, and the restrictions do not impose any greater restraint than is
necessary to protect the goodwill and other legitimate business interests of the
Company and its affiliated entities, officers, directors and
shareholders.  The Executive acknowledges that these restrictions will
not prevent him from obtaining gainful employment or cause him undue
hardship.

    


    (c) Legal
Compliance.  If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 8 is
excessive in duration or scope or is unreasonable or unenforceable under the
laws of that state, it is the intention of the parties hereto that such
restriction may be modified or amended by such court to render it enforceable to
the maximum extent permitted by the law of that state.

    


    (d) Breach.  Notwithstanding
any other provision of this Agreement, the Executive further agrees that in the
event of any breach by the Executive of any of the provisions of this Section 8, all
obligations and liabilities of the Company (including, but not limited to, Section 6 hereof)
shall immediately terminate and be extinguished.

    


    (e) Survival.  The
terms and provisions of this Section 8 shall
survive the termination or expiration of this Agreement and the Employment
Term.

    


    
      	
              9.  

            	
              NONDISPARAGEMENT.

            


    

    


    Except in
connection with, and as required by, any judicial or administrative proceeding
brought with respect to the rights of the parties or their successors or assigns
under this Agreement, the Executive agrees that the Executive will not engage in
any conduct with the intent to injure the reputation and interest of the
Company, including, but not limited to disparaging, inducing or encouraging
others to disparage the Company, or making any statement that is critical or
otherwise maligns the business reputation of the Company.

    


    
      	
              10.  

            	
              INJUNCTIVE
      RELIEF.

            


    

    


    Without
intending to limit the remedies available to the Company, the Executive hereby
expressly acknowledges that any breach or threatened breach by the Executive of
any of the provisions of Section 8 may result
in significant and continuing injury to the Company, the monetary value of which
would be impossible to establish.  Therefore, as the Executive
acknowledges that the Company has no adequate remedy at law in the event of any
actual or threatened breach of any provision of Section 8, the
Company shall be entitled to injunctive relief without the necessity of posting
a bond or other security or other equitable remedies in addition to any legal
relief or remedies the Company may elect to pursue.  The provisions of
Section 8 shall
survive the termination or expiration of this Agreement and the Employment
Term.

    


    
      	
              11.  

            	
              GOVERNING
      LAW.

            


    

    


    This
Agreement shall be governed by and construed in accordance with the laws of the
State of California, without giving effect to choice of law or provision or rule
(whether of the State of California or any other jurisdiction) that would cause
the laws of any jurisdiction other than the State of California to be
applied.

    


    
      	
              12.  

            	
              ARBITRATION.

            


    

    


    Upon
demand by either party, the parties shall submit any dispute, controversy or
claim arising out of or in connection with this Agreement to
arbitration.  The arbitration shall be conducted in San Francisco,
California in accordance with the rules of Judicial Arbitration Mediation
Services (“JAMS”) for expedited
disposition as modified by the terms hereof.  If the parties have not
agreed upon an arbitrator within seven (7) days after demand for arbitration,
either party may request JAMS to appoint, on an expedited basis, an arbitrator
who shall be experienced in employment, executive compensation and equity
matters and able to commence the arbitration proceedings (with at least an
initial hearing) according to the requirements of this Section 12 and such
other complementary rules of JAMS, within fourteen (14) days of
appointment.  The parties agree to exchange demands and responses, as
well as documents prior to the initial hearing.  The proceedings shall
be completed within thirty (30) days of the initial hearing.  The
arbitrator shall render an award within seven (7) days of the initial hearing,
which shall be final and binding and which shall contain the details of any
calculation of damages, if any.  The award of the arbitrator may be
enforced in any court of competent jurisdiction.  The Company will pay
the direct costs and expenses of the arbitration, including arbitration and
arbitrator fees.  The Executive and the Company shall each be
responsible for paying the fees of their own legal counsel, if legal counsel is
obtained.

    


    
      	
              13.  

            	
              SEVERABILITY.

            


    

    


    It is the
desire and intent of the parties that the provisions of this Agreement be
enforced to the fullest extent permissible under the law and public policies
applied in each jurisdiction in which enforcement is
sought.  Accordingly, in the event that any provision of this
Agreement is determined by a court in any jurisdiction to be invalid, prohibited
or unenforceable for any reason, such provision, as to such jurisdiction, shall
be ineffective, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.  Notwithstanding the foregoing, if such provision could
be more narrowly drawn so as not be invalid, prohibited or unenforceable in such
jurisdiction, it shall, as to such jurisdiction, be deemed to have been so
narrowly drawn, without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

    


    
      	
              14.  

            	
              ASSIGNMENTS;
      SUCCESSORS AND ASSIGNS.

            


    

    


    None of
the provisions in this Agreement shall be for the benefit of or enforceable by
any person other than the parties to this Agreement and their respective
successors and assigns.  The covenants and agreements contained herein
shall be binding upon and inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties
hereto.  None of the Company’s rights or obligations under this
Agreement may be assigned or transferred by the Company to any Person except
with the Executive’s express written consent.

    


    
      	
              15.  

            	
              AMENDMENTS;
      WAIVERS.

            


    

    


    This
Agreement may only be modified or amended, and provisions hereof may be waived,
by an instrument in writing signed by the Company and the
Executive.  Any waiver of any provision of this Agreement requested by
any party hereto must be granted in advance, in writing by the party granting
such waiver.  No delay or failure by any party hereto in exercising,
protecting or enforcing any of its rights, titles, interests or remedies
hereunder, and no course or dealing or performance with respect thereto, shall
constitute a waiver thereof.  The express waiver by a party hereto of
any right, title, interest or remedy in a particular instance or circumstance
shall not constitute a waiver thereof in any other instance or
circumstance.  All rights and remedies shall be cumulative and not
exclusive of any rights or remedies.

    


    
      	
              16.  

            	
              NOTICES.

            


    

    


    All
notices, requests, consents and other communications hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or sent by telecopy or email (or similar electronic means with a copy
by nationally-recognized overnight courier) or sent by nationally-recognized
overnight courier or first class registered or certified mail, return receipt
requested, postage prepaid, addressed to such party at the address set forth
below or such other address as may hereafter be designated in writing by such
party to the other parties:

    


    if to the
Company, to:

    


    
      	
               
      

            	
              21
      Tamal Vista Blvd., Suite 230

            


    

    
      	
               
      

            	
              Corte
      Madera, CA 94925

            


    

    
      	
               
      

            	
              Facsimile:  415-927-7291

            


    

    
      	
               
      

            	
              Attention:  General
      Counsel

            


    

    


    if to the
Executive, to:

    


    [address]

    [Fax
number]

         

    All such
notices, requests, consents and other communications shall be deemed to have
been delivered and received (a) in the case of personal delivery or delivery by
telecopy, on the date of such delivery (or, if such date is not a Business Day,
then on the next Business Day), (b) in the case of dispatch by
nationally-recognized overnight courier, on the next Business Day following such
dispatch, and (c) in the case of mailing, on the third Business Day after the
posting thereof.

    


    
      	
              17.  

            	
              HEADINGS.

            


    

    


    The
headings of the Sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this Agreement and are
not intended to affect the meaning of interpretation of this
Agreement.

    


    


    
      	
              18.  

            	
              NOUNS AND
      PRONOUNS.

            


    

    


    Whenever
the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of
names and pronouns shall include the plural and vice versa.

    


    
      	
              19.  

            	
              ENTIRE
      AGREEMENT.

            


    

    


    This
Agreement contains the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements and understandings,
written or oral, with respect to such subject matter.  The parties
hereto represent and warrant that there are no other agreements or
understandings, written or oral, regarding any of the subject matter hereof
other than as set forth herein and covenant not to enter into any such
agreements or understandings after the date hereof, except pursuant to an
amendment, modification or waiver of the provisions of this
Agreement.

    


    
      	
              20.  

            	
              FURTHER
      ASSURANCES.

            


    

    


    Each
party hereto shall do and perform or cause to be done and performed all such
further acts and things and shall execute and deliver all such other agreements,
certificates, instruments, and documents as any other party hereto reasonably
may request in order to carry out the provisions of this Agreement and the
consummation of the transactions contemplated hereby.

    


    
      	
              21.  

            	
              MISCELLANEOUS.

            


    

    


    (a) Withholding.  The
compensation provided to the Executive pursuant to this Agreement shall be
subject to any withholdings and deductions required by any applicable tax
laws.  Any amounts payable under this Agreement to the Executive after
the death of the Executive shall be paid to the Executive’s estate or legal
representative.

    


    (b) Section
409A.  In the event that following the date hereof the Company
or the Executive reasonably determines that any compensation or benefits payable
under this Agreement may be subject to Section 409A of the Code, the Company and
the Executive shall work together to adopt such amendments to this Agreement or
adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other commercially reasonable
actions necessary or appropriate to (i) exempt the compensation and benefit
payable under this Agreement from Section 409A of the Code and/or preserve the
intended tax treatment of the compensation and benefits provided with respect to
this Agreement or (ii) comply with the requirements of Section 409A of the Code
and the related Department of Treasury guidance.

    


    


    


    
      	
               
      

            	
              22.

            	
              COUNTERPARTS.

            


    

    


    This
Agreement may be executed in any number of original or facsimile counterparts,
and each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one
agreement.

    


    IN
WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as
of the date first written above.

    


    CS
Financing Corporation

    


    By: 
/s/ Michael
Bozora

    Michael Bozora,
President 

    


    Timothy
Redpath

    


    /s/ Timothy
Redpath

    


    


    



    
      
        
          


          Employment
Agreement:

          Timothy
Redpath                                                                
- -

          January
16, 2009

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    Form of
Release

    


    


    


    


    RELEASE

    


    This
RELEASE, executed as of ________________ __, 20__ (this “Release”), is made by
the undersigned (the “Executive”) in favor
CS Financing Corporation, a Delaware corporation (the “Company”) and the
other “Releasees” (as
hereinafter defined).

    


    WHEREAS,
the Executive and the Company have entered into that certain Employment
Agreement, dated as of January 16, 2009 (the “Agreement”), pursuant
to which, among other things, the Executive is entitled to certain severance
compensation and benefits, subject to the Executive’s execution and delivery of
this Release;

    


    NOW,
THEREFORE, in consideration of the payments and benefits under Section 6 of the
Agreement, the terms and provisions contained herein and in the Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Executive hereby agrees as follows:

    


    1.           Release.

    


    (a)           The
Executive hereby knowingly and voluntarily releases and forever discharges the
Company and its subsidiaries and affiliates, together with all of their
respective current and former officers, directors, consultants, agents,
attorneys, representatives and employees, and each of their predecessors,
successors and assigns (collectively, the “Releasees”), from any
and all debts, demands, actions, causes of actions, accounts, covenants,
contracts, agreements, claims, damages, omissions, promises, and any and all
claims, liabilities and obligations whatsoever, of every name, nature, kind,
character and description, known or unknown, direct or indirect, absolute or
contingent, suspected or unsuspected, both in law and equity, which the
Executive has ever had, now has, or may hereafter claim to have against the
Releasees by reason of any matter, cause or thing whatsoever arising out of the
Executive’s employment with the Company (or any subsidiary thereof) or the
termination of the Executive’s employment with the Company (or any subsidiary
thereof) (individually, a “Claim” and
collectively, “Claims”). This
Release shall apply to any Claim of any type, including, without limitation, any
and all Claims of any type that the Executive may have arising under the common
law, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Americans With Disabilities Act, the Family and Medical Leave Act, the Age
Discrimination in Employment Act, and the Employee Retirement Income Security
Act (“ERISA),
each as amended, and any other Federal, state or local worker or workplace
protection statutes including but not limited to the California Labor Code, as
well as related or similar regulations, ordinances or common law worker or
workplace protections, or under any policy, agreement, contract, understanding
or promise, written or oral, formal or informal, between any of the Releasees
and the Executive; provided, however, that this Release shall not apply to or
affect or impair (i) Claims for vested benefits pursuant to any Company employee
benefit plan in which the Executive was a participant before the date of
termination of employment; (ii) any Claims for unemployment insurance benefits
or workers’ compensation benefits applicable to the period through the date of
termination of employment; (iii) any Claims that may arise for indemnification
of the Executive under any directors and officers or similar insurance, or under
the bylaws, certificate of incorporation and/or other applicable governing
documents of the Company, its subsidiaries and/or affiliates; or (iv) any and
all Claims to payments, rights and benefits arising under the
Agreement.

    


    (b)           THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE
PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS
FOLLOWS:

    


    “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

    


    BEING
AWARE OF SAID CODE SECTION, THE EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE
MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW
PRINCIPLES OF SIMILAR EFFECT, TO THE EXTENT OF THE FOREGOING
RELEASE.

    


    (c)           For
the purpose of implementing a full and complete release, the Executive
understands and agrees that this Release is intended to include all Claims, if
any, which the Executive may have, including Claims that the Executive does not
now know or suspect to exist in the Executive’s favor against the Company or any
of the Releasees and that this Release extinguishes those Claims.

    


    (d)           The
Executive represents and warrants that he or she has not filed any complaints or
charges with any court or administrative agency against the Company or any of
the Releasees, which have not been dismissed, closed, withdrawn or otherwise
terminated on or before the date of this Release.  The Executive
further represents and agrees that he or she has not assigned nor transferred or
attempted to assign or transfer, nor will the Executive attempt to assign or
transfer, to any person or entity not a party to this Release, any of the Claims
the Executive is releasing in this Release.  Furthermore, by signing
this Release, the Executive (i) represents and agrees that he or she will not be
entitled to any personal recovery in any action or proceeding that may be
commenced on the Executive’s behalf arising out of the matters released herein
and (ii) covenants and agrees to refrain from directly or indirectly asserting
any Claim, or commencing, instituting or causing to be commenced, any proceeding
of any kind against any of the Releasees, based upon any Claim released or
purported to be released hereby.

    


    (e)           The
Executive (i) acknowledges that he or she fully comprehends and understands all
the terms of this Release and their legal effects and (ii) expressly represents
and warrants that (A) he or she is competent to effect the release made herein
knowingly and voluntarily and without reliance on any statement or
representation of the Company or its directors, officers, employees,
accountants, advisors, attorneys, consultants or other agents and (B) he or she
had the opportunity to consult with an attorney regarding this
Release.

    


    (f)           The
Executive confirms that he has been given [twenty-one (21) / forty-five
(45) days] to review and
consider this Release before signing it.  If this Release is signed by
the Executive and returned to the Company within the timeframe specified, the
Executive may revoke this Release within seven (7) calendar days of the date of
the Executive’s signature.  Revocation can be made by delivering a
written notice of revocation to the Company.  For this revocation to
be effective, written notice must be received no later than the close of
business on the seventh (7th) calendar day (or next Business Day thereafter)
after the Executive signs this Release.  If the Executive revokes this
Release, it shall not be effective or enforceable and Executive will not receive
the payments and benefits under Section 6 of the
Agreement.  If not revoked, the effective date of this Release shall
be seven (7) calendar days after the date this Release is signed and dated by
Executive.  If the Release is not dated by Executive then, in that
event, the effective date of this Release shall be seven (7) calendar days after
receipt of the Release by the Company. Notices for the purposes of this
paragraph shall be effective if delivered in accordance with Section 16 of the
Agreement.

    


    2.           Entire
Agreement.  This Release constitutes the entire agreement and
understanding between the Executive and the Company with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, whether written or oral, between the Executive and the Company
relating to the subject matter hereof (which shall not be deemed to include the
Agreement), and there are no representations, understandings or agreements
relating to the subject matter hereof that are not fully expressed in this
Release.

    


    3.           Amendments.  This
Release may not be modified, amended, supplemented or canceled, except by
written instrument executed by the person(s) against whose interest any of the
foregoing shall operate.

    


    4.           Governing
Law.  This Release shall be governed by and construed in
accordance with the laws of the State of California for contracts made and to be
fully performed in such state, without giving effect to any choice of law rules
that may require the application of the laws of another
jurisdiction.

    


    5.           Defined Terms; Third Party
Beneficiaries.  Capitalized terms used and not otherwise
defined in this Release shall have the respective meanings ascribed to such
terms in the Agreement.  Each Releasee is expressly intended to be a
third party beneficiary of this Release and each may enforce the terms and
provisions of this Release.

    


    IN
WITNESS WHEREOF, the Executive has executed this Release to be effective as of
the date first above written.

    


    


    Signature
of Executive

    


    Timothy
Redpath                                                           

    Printed
Name of Executive

    


    


    


    


    



    
      
        
          


          Employment
Agreement:

          Timothy
Redpath                                                                
- -

          January
16, 2009

        

         


      

      
         


        
          

        

      

      
         


      

    


    Addendum

    


    


    The
Company and Executive agree that commencing any payments becoming due after
February 1, 2009, Executive agrees to defer the payment of compensation as
required under this Agreement, until the management of Company determines that
Company has adequate capital to: (1) pay all deferred compensation; and (2)
commence payments of current compensation as required under this
Agreement.

    


    The
parties have duly executed this Addendum as of the Effective Date of this
Agreement.

    


    CS
Financing Corporation

    


    By:  /s/ Michael
Bozora

    Michael Bozora,
President 

    


    


    Timothy
Redpath

    


    /s/ Timothy
Redpath

    



    
      
        
          


          Employment
Agreement:

          Timothy
Redpath                                                                
- -

          January
16, 2009