Exhibit 10.38




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2.
    
    Your compensation package will be as follows:
 (a)
    
    Base SalaryYour Base Salary will be $275,000 per year which will be subject to review and
increase (but not decrease) by the Compensation Committee and paid in accordance with
the payroll practices of the Company, as they may change from time to time.(b)
    
    BonusYour annual target bonus will be, at a minimum, 50% of your Base Salary, or $137,500
at your current Base Salary, with the potential to increase your bonus to a maximum
of 100% of your Base Salary or $275,000 at your current Base Salary; provided,
however, that the actual amount of your bonus will be dependent upon the achievement
of the Companys annual financial and other goals consistent with those established
for other members of executive management, as well as the accomplishment of
individual objectives, established annually by the Board of Directors (the actual
bonus awarded to you 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 receive a 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 following year (the Bonus Payment
Year) immediately upon the closing of the Companys books for the Bonus Year, but
not later than March 14 of the Bonus Payment Year (the date of payment being the
Bonus Payment Date).(c)
    
    Benefits
 (i)
    
    You will be entitled to receive from the Company 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 Company relating to
reimbursement of business expenses incurred by Company directors, 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.(ii)
    
    Participation in the Companys 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.
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(iii)
    
    Participation in the Companys retirement plan, generally
applicable to salaried employees 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 the Companys long-term incentive plan(s) in
effect from time to time. For 2010, your annual long-term incentive opportunity
will have a targeted economic value equal to, at a minimum, $150,000.
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. Notwithstanding the foregoing,
except to the extent inconsistent with the terms and conditions of the plan(s),
any award agreements shall be consistent with the terms and conditions of this
Agreement. In particular, with respect to the award of annual equity grants any
such grants will (a) vest over a period that is no longer than one-third per
year for three years, (b) option grants will have a minimum 10-year term and (c)
upon your death, Disability, Constructive Termination, Retirement, or upon a
Change of Control, vesting will accelerate. Subject to the foregoing, the
specific terms of your annual long-term incentive opportunity will be mutually
agreed upon and set forth in separate grant agreements.(v)
    
    Four (4) weeks of annual vacation to be used each year in
accordance with the Companys vacation policy, as it may change from time to
time.(vi)
    
    You will receive a monthly auto allowance of $1,000, subject to
the usual withholding taxes.(vii)
    
    Your Benefits under this Agreement, including grants to you
under the Companys long-term incentive plan(s), will be subject to periodic
review and increase by the Compensation Committee.
 (d)
    
    RecapitalizationAny equity award agreement will provide that in the event of any change in the
capitalization of the Company such as a stock spilt or a corporate transaction such
as a merger, consolidation, separation or otherwise, the number and class of RSUs or
options, as the case may be, shall be equitably adjusted by the Companys
Compensation and Human Resources Committee, in its sole discretion, to prevent
dilution or enlargement of rights.
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3.
    
    It is agreed and understood that your employment with the Company is to be at will, and
either you or the Company 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.
 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 with the Company, either solely or in collaboration with others,
which relate to the actual or anticipated business or research of the Company, which result
from or are suggested by any work you may do for the Company, or which result from use of the
Companys premises or the Companys or its customers property (collectively, the
Developments) shall be the sole and exclusive property of the Company. You hereby assign to
the Company your entire right and interest in any such Developments, and will hereafter
execute any documents in connection therewith that the Company may reasonably request.
 5.
    
    As an inducement to the Company 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 the Company for any
reason, the sole rights and obligations of the Company 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, the Company 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 vacation days, to the extent and in the amounts, if any, provided
under the Companys usual policies and arrangements (the Vacation 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 Company executives 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 the Company may terminate your employment
on written notice thereof, and the Company will pay you (i) amounts payable pursuant to
the terms of any applicable disability insurance policy or similar arrangement (if any)
that the Company maintains, (ii) the Compensation Payments, (iii) the Vacation Payment
and (iv) the Prorated Bonus.
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(c)
    
    In the event your employment is terminated by the Company for Cause or by you
other than as a result of Constructive Termination, Disability, Retirement, or death,
the Company will pay to you (i) unpaid Base Salary through the date of your
termination, plus (ii) the Vacation Payment, and 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)
    
    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, the Company will (i) pay to you the Compensation Payments, the Vacation
Payment, and the Prorated Bonus, (ii) continue to pay your Base Salary then in effect
and Annual Bonus (which shall be in an amount that is consistent with other Company
executives of your level), for a period of 12 months after your termination, 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 the Companys
ordinary payroll during such period; and (iii) continued participation in benefits, to
the extent the plans allow, until the earlier of the 12-month anniversary of the
termination date or until you are eligible to receive comparable benefits from
subsequent employment or government assistance. For purposes of clarification, the
period of the foregoing severance for salary, bonus and benefits shall be 12 months
regardless of how much time remains in the then current Term of this Agreement. In
other words, 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. Moreover, you will remain entitled to the foregoing severance
notwithstanding the Companys failure to extend any Term beyond its expiration date.
Regarding your Annual Bonus, by way of example should you be terminated on June 30 of
2010, 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 the
Effective Date through June 30), plus the balance of the Bonus for 2010 (i.e., the
Annual Bonus for the first six months of your 12 month severance period), plus six
months of the Annual Bonus for 2011 (the Annual Bonus for the remaining 6 months of the
12 month severance period). Payment of the foregoing severance is subject to your
execution, delivery and non-revocation of the release attached hereto as Appendix 2
within thirty (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 the Company or any of its subsidiaries or affiliates. The COBRA
election period will not commence until the expiration of that 12-month period. 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
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following the year in which the expense is incurred. In order to be entitled to the
foregoing in the event of Constructive Termination, you must provide written notice,
including details describing the basis of your claim, to the Company within 60 days
of the occurrence of the event(s) giving rise to a claim of Constructive Termination
and the Company will have 30 days to remedy any non-compliance. In the event the
Company fails or is unable to remedy any non-compliance, the effective date of your
termination of employment shall be 90 days from the date the Company received notice,
unless otherwise agreed by you and the Company. 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)
    
    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; however, upon such Change of Control, all unvested equity will
immediately vest and all restrictions on any stock awarded shall lapse.
 (f)
    
    To be entitled to severance benefits under this section you must terminate
employment from the Company. 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 you will have substantial relationships with
specific businesses and personnel, prospective and existing, vendors, contractors, customers,
and employees of the Company 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 twelve (12) months from the date of such termination, so long as the Company or
any affiliate, successor or assigns 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
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Company or any corporation controlling, controlled by, under common control with, or
otherwise related to the Company, including but not limited to Walter Investment
Management Corporation, Hanover Capital Mortgage Holdings, Inc., Walter Mortgage
Company, or any other affiliated companies; orb.
    
    Hire away any independent contractors or personnel of the Company and/or entice
any such persons to leave the employ of the Company or its affiliated entities without
the prior written consent of the Company
 8.
    
    Non-Disparagement. Following the termination of employment under this Agreement for any
reason and continuing for so long as the Company 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 Company, orb.
    
    Make any statements that are inflammatory, detrimental, slanderous, or negative
in any way to the interests of the Company or its affiliated entities.
 9.
    
    You acknowledge and agree that you will respect and safeguard the Companys property, trade
secrets and confidential information. You acknowledge that the Companys electronic
communication systems (such as email and voicemail) are maintained to assist in the conduct of
the Companys business and that such systems and data exchanged or stored thereon are Company
property. In the event that you leave the employ of the Company, you will not disclose any
Company trade secrets or confidential information you acquired while an employee of the
Company to any other person or entity, including without limitation, a subsequent employer, or
use such information in any manner.
 10.
    
    If any of the Companys 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 Company recover all or a portion of any past or future
compensation from any Participant with respect to any fiscal year of the Company 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 Company has 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 a participant 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
company, or the participant personally and knowingly engaged in practices which materially
contributed to the circumstances that enabled a material noncompliance to occur.
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11.
    
    Tax Compliance Delay in Payment. If the Company reasonably determines 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 Section 409A of the Code, 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 Section 409A of the Code 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 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 Company 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 by the Company 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 Company. 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 Company 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 Company shall be entitled to injunctive relief in a state court of the
State of Florida.
 14.
    
    You and the Company 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 Company to not comply with Code Section 409A, the
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Company 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.
    By:
    Charles CauthenPresident and COO ACCEPTANCE
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APPENDIX 1  DEFINITIONS
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not
        ;
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APPENDIX 2
SEPARATION AGREEMENT  AND GENERAL RELEASE OF CLAIMS
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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.
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[EMPLOYEE NAME]

    
    WALTER INVESTMENT MANAGEMENT CORP.By:Date:
    
    
    
    Name Printed:Title:Date:
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