Exhibit 10.58


 


December 23, 2008


 


Kimberly A. Perez


Home address


Tampa, FL  zip


 


Dear Kim:


 


We
are pleased that you have accepted the position of Vice President and Chief
Financial Officer of Walter Investment Management Corporation, the surviving
entity following the merger of JWH Holding Company, LLC (“JWHHC”) with Hanover
Capital Mortgage Holdings, Inc. (“HCM”) pursuant to the Agreement and Plan
of Merger entered into between JWHHC and HCM (the “Company”). While employed,
you agree to devote your full time and efforts to advancing the Company’s
interests.


 


The purpose of this
letter is to confirm your acceptance of the terms of your employment, effective
January 1, 2009, as follows:


 


1.                                      As
Vice President and
Chief Financial Officer, you shall report to and
serve at the direction of the President and Chief Operating Officer of the Company
or to such other person as may be designated from time to time. In your
capacity as Vice
President and Chief Financial Officer,
you will be responsible for corporate accounting, preparation of financial
statements for the Board of Directors, filings with the SEC, establishment of
accounting policies and procedures for the Company, timely and reliable
financial reporting, and supervision of the accounting, finance, tax, treasury and
investor relations staff.


 


2.                                      Your
compensation package will be as follows:


 


(a)                                 Base
Salary


 


$211,010 per year,
effective January 1, 2009, which will be subject to review and adjustment
by the Compensation Committee of the Board of Directors of the Company and paid in accordance
with the payroll practices of the Company, as they may change from time to
time.


 


On the effective date of the merger of JWH Holding Company, LLC (“JWHHC”)
with Hanover Capital Mortgage Holdings, Inc. (“HCM”), your base salary
will be increased to $236,010.


 


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(b)                                Bonus


 


Your annual target bonus
will be 60% of your base salary, or $126,606 at your base pay as of 1/1/09, and
$141,606 on the effective date of the merger. The amount of your bonus will
fluctuate based upon actual performance under the Company’s bonus plan as in
effect from time to time. Participation in the bonus pool is dependent upon the
achievement of the Company’s annual financial and other goals, as well as the
accomplishment of individual objectives mutually agreed upon in writing each
year. To receive a bonus, you must be employed at the time the bonus is paid.


 


(c)                                 Benefits


 


·                 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.


 


·                 Participation
in the Company’s group life and health insurance benefit programs generally
applicable to executives in the location in which you are primarily based, and in
accordance with their terms, as they may change from time to time.


 


·                 Participation
in the Company’s retirement plan, generally applicable to salaried employees in
the location in which you are primarily based, 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.


 


·                 Participation
in the Company’s long-term incentive plan as it applies to other executives and
subject to terms of the Company’s Long-Term Incentive Plan.


 


·                 Four (4) weeks of annual vacation to be
used each year, without carryover of unused vacation days, and in accordance
with the Company’s vacation policy, as it may change from time to time.


 


·                 You
will receive a monthly auto allowance of $1,000, subject to the usual
withholding taxes.


 


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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 your Involuntary Termination
(as defined below), other than for “Cause” (also defined below), in the event
of your Constructive Termination (also defined below), other than as a result
of death or disability, you will be entitled to the following severance
benefits, in accordance with all government regulations, e.g. IRC 409A:


 


·                 12
months of base salary continuation and target bonus, including your vehicle
allowance


 


·                 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.  The COBRA election period will not commence
until the expiration of that 12-month period. If continued participation in any
benefit plan will result in taxable reimbursement payments to you, the 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.


 


“Involuntary Termination” shall mean your termination from
employment due to the
independent exercise of unilateral authority by Company 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).


 


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“Cause” shall mean: (a) a willful and continued
material failure to act in accordance with the reasonable instructions of the President and Chief Operating Officer, (b) conviction of a felony arising from any
act of fraud, embezzlement or willful dishonesty in relation to the business or
affairs of the Company or any other felonious conduct on your part that is
demonstrably detrimental to the best interests of the Company or any subsidiary
or affiliate, (c) being repeatedly under the influence of illegal drugs or
alcohol while performing your duties, or (d) commission of any other
willful act that is demonstrably injurious to the financial condition or
business reputation of the Company or any subsidiary or affiliate. However, no
act or failure to act on your part shall be deemed “willful” unless done, or
omitted to be done, by you not in good faith and without reasonable belief that
the action or omission was in the best interests of the Company.


 


“Constructive
Termination” shall mean, without your written consent: (a) a material
failure of the Company 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, (c) any purported
termination of your employment other than for Cause, or (d) forced
relocation of your primary job location more than 50 miles from the Company’s Tampa, Florida location.


 


For purposes of this Agreement, a significant diminution in
pay or responsibility shall not have occurred if: (i) the amount of
your bonus fluctuates due to performance considerations under the Company’s
executive incentive plan or other Company incentive plan applicable to you and
in effect from time to time, or (ii) you are transferred to a position of
comparable responsibility and compensation within the Company.


 


To be entitled to severance benefits under this paragraph
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.


 


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 and you must terminate employment from the Company within one year
following the initial existence of the Constructive Termination event.  In addition, your termination of employment
may not occur before you have given the Company notice of the existence of the
Constructive Termination event and a period of at least 30 days to remedy the
situation. Your notice to the Company must occur within the 90 day period
following the initial existence of the Constructive Termination event.


 


Payments of severance pay made pursuant to this paragraph
shall be paid to you at the Company’s normal payroll dates as if you were still
employed by the Company.  The Company will not accelerate or delay
payment of such amounts to an earlier or later date except to the extent such
change in payment date is permissible under Section 409A of the Code.


 


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.


 


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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 (defined as the real estate
investment trust/mortgage industries in which the Company competes at the time
of your separation), 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 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; or


 


b.             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 Employee’s termination with the Company,
or


 


b.             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 


 


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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.


 


11.                                In the event that any portion of any payment under
this agreement, or under any other agreement with, or plan of the Company (in
the aggregate, Total Payments) would constitute an “excess parachute payment,”
such that a golden parachute excise tax is due, the Company shall provide to
you, in cash, an additional payment in an amount sufficient to cover the full
cost of any excise tax and all of your additional federal, state, and local
income, excise, and employment taxes that arise on this additional payment
(cumulatively, the Full Gross-Up Payment), such that you are in the same
after-tax position as if you had not been subject to the excise tax. For this
purpose, you shall be deemed to be in the highest marginal rate of federal, state,
and local income taxes in the state and locality of your residence on the date
of your termination. For purposes of this agreement, the term “excess parachute
payment” shall have the meaning assigned to such term in Section 280G of
the Internal Revenue Code, as amended (the Code), and the term “excise tax”
shall mean the tax imposed on such excess parachute payment pursuant to
Sections 280G and 4999 of the Code.  Any
Full Gross-Up Payment made under
this paragraph will be made by December 31 of the year next following the
calendar year in which you pay the taxes to the applicable taxing authority.


 


12.                                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.


 


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13.                                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.


 


14.                                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 letter agreement will
be interpreted under and in accordance with the laws of the State of Florida
without regard to conflicts of laws.


 


15.                                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 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.


 


Kim, we are delighted
that you have accepted this opportunity. If the terms contained within this
letter are acceptable, please sign one of the enclosed copies and return it to
me in the envelope provided and retain one copy for your records.


 


Very truly yours,


 


	
  JWH Holding Company,
  LLC

  	
   

  
	
   

  	
   

  
	
  /s/ Charles E. Cauthen

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Charles E. Cauthen

  	
   

  
	
   

  	
  Chief Financial Officer
  of JWH Holding Company, LLC and

  	
   

  
	
   

  	
  President of Walter
  Mortgage Company

  	
   

  



 


 


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 Company.


 


	
  Signature:

  	
  /s/ Kimberly Perez

  	
   

  	
  Date 

  	
  12/30/08