**Exhibit10.1**

**EMPLOYMENTAGREEMENT**

THIS EMPLOYMENT AGREEMENTis effective as of November 13, 2006 (“Effective Date”), by and between ImpacMortgage Holdings, Inc., a Maryland corporation (“Employer”), and AndrewMcCormick, an individual (“Employee”).

**RECITALS**

WHEREAS, Employee isknowledgeable of the business of Employer;

WHEREAS, Employerbelieves that Employee is an integral part of its management and currently isand will become more knowledgeable of the Business of employer and anyaffiliates or related entities of Employer;

WHEREAS, Employerproposes to employ Employee as the Executive Vice President, Chief InvestmentOfficer (“CIO”), Impac Mortgage Holdings, Inc.;

WHEREAS, Employee maypossess extensive confidential information concerning the Business, includingconfidential attorney-client communications; and

WHEREAS, Employee iswilling to be employed by Employer and provide services to Employer and anyaffiliates or related entities of Employer (as more fully described in ExhibitA attached hereto) in his role as CIO for the consolidated entities underthe terms and conditions herein stated.

**AGREEMENT**

NOW, THEREFORE, inconsideration of the mutual covenants and agreements hereinafter contained, andfor other good and valuable consideration, it is hereby agreed by and betweenthe parties hereto as follows:

**1.        Employment, Services and Duties.**

1.1 Employer herebyemploys Employee and Employee hereby accepts such employment full-time (subjectto those exceptions, if any, set forth below) as Executive Vice President,Chief Investment Officer (“CIO”) of Employer to perform the duties andfunctions set forth in Exhibit A attached hereto and to perform suchother duties or functions as are reasonably required or as may be prescribedfrom time to time or as otherwise agreed. Employee shall render his services byand subject to the instructions and under the direction of the Employer’s Boardof Directors and to the President (“President”) and/or such persons as theBoard may reasonably designate.

1.2 Employee acknowledgesand agrees that Employee may be required by Employer to devote a portion of hisworking time to perform functions for Employer’s affiliates, subsidiaries orrelated entities and that such services are to be performed pursuant to andconsistent with Employee’s duties and obligations under this Agreement.

1.3 Employee will at alltimes faithfully, industriously and to the best of his ability, experience andtalents perform all of the duties required of him pursuant to the terms of

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this Agreement. Employeewill devote his full business energies and abilities and all of his businesstime to the performance of his duties hereunder and will not, without Employer’sprior written consent, render to others any service of any kind (whether or notfor compensation) that would interfere with the full performance of Employee’sduties hereunder, and in no event will engage in any activities that competewith the Business or that could create a reasonably foreseeable conflict ofinterest or the appearance of a reasonably foreseeable conflict of interest;provided that nothing contained in this Section 1.3 shall preclude Employeefrom engaging in or managing Employee’s outside investments.

**2.        Term and Termination.**

2.1 The term of thisAgreement shall be through December 31, 2008, unless extended by the mutualwritten agreement of Employer and Employee.

2.2 Employee’s employmentshall terminate prior to the expiration of the term set forth in Section 2.1upon the happening of any of the following events:

(a) Voluntary termination by Employee other than forGood Reason (as defined below); provided that Employee shall be required toprovide Employer with at least 30 days prior written notice of such voluntarytermination;

(b) Death of Employee;

(c) Employer may terminate Employee under thisAgreement for “Cause” if any of the following occurs (any determination of “Cause”as used in this Agreement shall be made only by an affirmative majority vote ofthe Board of Directors (not including Employee in the deliberations or vote onthe same, if a director) of Employer), “Cause” shall mean:

(i) Employee is convicted of (or pleads nolocontendere to) (A) a crime of dishonesty or breach of trust, including such acrime involving either the property of Employer (or any affiliate or relatedentity of Employer) or the property entrusted to Employer (or any affiliate orrelated entity of Employer) by its clients, including fraud, or embezzlement orother misappropriation of funds belonging to Employer (or any affiliate orrelated entity of Employer) or any of their respective clients, or (B) a felonyleading to incarceration of more than 90 days or the payment of a penalty orfine of $100,000 or more;

(ii) Employee materially and substantially fails toperform Employee’s job duties properly assigned to Employee after beingprovided 30 days prior written notification by Employer setting forth thoseduties that are not being performed by Employee; provided that Employee shallhave a reasonable time to correct any such failures to the extent that suchfailures are correctable and Employer may not terminate Employee for “Cause” onthe basis on any such failure that is cured within a reasonable time.

(iii) Employee has engaged in willful misconduct orgross negligence in connection with his service to Employer (or any affiliateor related

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entity of Employer) that has caused or is causingmaterial harm to Employer (or any affiliate or related entity of Employer); or

(iv) Employee’s material breach of any of the terms ofthis Agreement or any other obligation that Employee owes to Employer (or anyaffiliate or related entity of Employer), including a material breach of trustor fiduciary duty or a material breach of any proprietary rights and inventionsor confidentiality agreement between Employer and Employee (or between Employeeand any affiliate or related entity of Employer)(as such agreements may beadopted or amended from time to time by Employer and Employee).

(d) By mutual agreement between Employer and Employee;

(e) The date when Employee is declared legallyincompetent under the laws of the State of California, or if Employee has amental or physical condition that can reasonably be expected to preventEmployee from carrying out his essential duties and obligations under thisAgreement for a period of greater than six months (any such condition an “IncapacitatingCondition”), notwithstanding Employer’s reasonable accommodations (to theextent required by law);

(f) Employer may terminate Employee under thisAgreement at will (and without Cause) upon written notice at any time. Unlessotherwise provided in such notice, such termination shall be effectiveimmediately upon providing written notice to Employee; or

(g) Employee may terminate his employment under thisAgreement for Good Reason upon providing Employer at least 30 days priorwritten notice of such termination stating the basis on which Employee hasdetermined that he has Good Reason to terminate his employment; provided thatEmployer shall have a reasonable time after receiving such notice to cure anyevent that would constitute Good Reason for Employee to terminate hisemployment (provided such event is curable) and Employee may not terminate hisemployment for Good Reason on the basis of any such event that is cured withina reasonable time. “Good Reason” shall mean:

(i) the assignment to Employee of duties materiallyinconsistent with, or a substantial reduction or alteration in, the authority,duties or responsibilities of Employee as set forth in this Agreement orExhibit A, without Employee’s prior written consent;

(ii) the principal place of the performance ofEmployee’s responsibilities and duties is changed to a location outside of theWashington D.C. metropolitan area, without Employee’s prior written consent

(iii) a material breach by Employer of this Agreement,including a reduction by Employer of Employee’s Base Salary, without Employee’sprior written consent;

Good Reason does not include the expiration of the term of thisAgreement on December 31, 2008.

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2.3 Except as set forthin Section 4, in the event that Employee’s employment is terminated pursuant toSection 2.2(a), 2.2(b), 2.2(c), 2.2(d) or 2.2(e) herein, neither Employer norEmployee shall have any remaining duties or obligations under this Agreement,except that Employer shall pay to Employee, or his legal representatives, onthe date of termination of employment (the “Termination Date”) or, with respectto reimbursement for expenses, as promptly as practical after the TerminationDate, the following:

(a) Such compensation as is due pursuant to Section3.1 (a) prorated through the Termination Date;

(b) Any expense reimbursements due and owing toEmployee for reasonable and necessary business and entertainment expenses ofEmployer incurred by Employee prior to the Termination Date; and

(c) The dollar value of all accrued and unused paidtime off, including vacation time, that Employee is entitled to through theTermination Date

2.4 Except as set forthin Section 4, in the event that Employee’s employment is terminated pursuant toSection 2.2(f) or 2.2(g), neither Employer nor Employee shall have anyremaining duties or obligations under this Agreement, except that Employershall pay to Employee, or his representatives, (i) the amounts set forth inSection 2.3 at the times set forth in Section 2.3 and (ii) the following(provided that payments for health insurance coverage shall be made to aninsurance provider), subject to Employee signing and delivering to Employer theWaiver and Release Agreement required pursuant to Section 2.6:

(a) An additional 12 month’s worth of Base Salary tobe paid proportionally over the 12 month period of time after Employee signsand delivers to Employer the Waiver and Release Agreement required pursuant toSection 2.6; and

(b) If Employee is terminated pursuant to Section2.2(f) or 2.2(g) prior to December 31, 2007, fifty percent (50%) of the **Annual Incentive Bonus** or $500,000 will bepaid to the Employee as follows: One/twelfth (1/12 of $500,000, or $41,666.66)will accrue to Employee each month beginning in January, 2007, and all accruedamounts for any month or partial month before the Termination Date will be paidto Employee in a lump sum on the Termination Date. The balance of the monthlypayments will be paid to Employee in monthly installments over the remainingmonths after Employee signs and delivers to Employer the Waiver and ReleaseAgreement required pursuant to Section 2.6. As an illustration: If Employee isterminated pursuant to Section 2.2(f) or 2.2(g) on August 10, 2007, he will bepaid $333,333.28 (8/12 of $500,000) on the Termination Date. The remainingbalance of the $500,000 (or $166,666,72) will be paid as it accrues (i.e.,assuming he has signed and delivered the Waiver and Release Agreement,$41,666.68 in September, 2007, $41,666.68 in October, 2007, $41,666.68 inNovember, 2007 and $41,666.68 in December, 2007.)

(c) Premiums for continuation of Employee’s healthinsurance benefit; under Employer’s group health insurance plan, for the 12month period succeeding the Termination Date (with such health insurancecoverage to be at a level and quality equivalent to the health insurancecoverage provided by Employer to Employee

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immediately prior to the Termination Date, “Equivalent Coverage”).Employer agrees to transmit following the Termination Date a request (and tojoin in such request) from Employee to Employer’s then group health insurancecarrier seeking approval to maintain Employee’s coverage for such period underEmployer’s group plan as though Employee were still employed and withoutreference to COBRA; provided that i) Employer makes no representationconcerning any future health insurance carrier’s willingness to consent to suchadditional coverage; ii) Employer undertakes no obligation to secure suchconsent. In the event that such consent is not forthcoming, then Employee’scontinuation coverage shall be subject to COBRA. Employer shall pay suchpremiums only so long as (during said 12 month period) Employee remainseligible for such Equivalent Coverage;

(d) Stock Options to be determined and paid asfollows:

(i)                        Fora period of 12 months after the month in which the Termination Date occurs,Employee shall remain as employee and will continue to vest in his stockoption, restricted stock grants or any other form of equity compensations thatwas previously granted but not vested at the Termination Date but will not beeligible to receive any new grants after the Termination Date. However, uponEmployee notifying the Company of his election to compete or the Company notifyingthe Employee of his violation of section 4 of this agreement, then Employeeshall no longer be an Employee of the Company and will no longer continue tovest in the stock options or other forms of stock grants.

(e) The payments set forth in Sections 2.4(a) (b) (c)and (d) above are referred to herein collectively as the “Severance Payments”and each as a “Severance Payment.”

2.5 Employee understandsand agrees that he shall be exclusively liable for the payment of all taxesthat are due, if any, as a result of his actual or constructive receipt of theSeverance Payments provided for in this Agreement, including, but not limitedto, any taxes and/or penalties resulting from a determination that any portionof the Severance Payments are taxable as deferred compensation pursuant toInternal Revenue Code §409A and implementing regulations. Employee agrees fullyto indemnify and hold Company harmless for payment of Employee’s taxobligations or related penalties as may be required by any federal, state or localtaxing authority, at any time, as a result of the actual or constructivereceipt of the compensation provided for in this Agreement.

2.6 As a conditionprecedent of Employee or his estate receiving any Severance Payment fromEmployer, whether in a lump sum payment or a string of payments or in the formof payment of benefits, Employee or his estate shall, in consideration forpayment of such amount or benefit, sign and deliver to Employer (against theexecution and delivery of the same by the other parties thereto) the form ofWaiver and Release Agreement attached hereto as Exhibit B. Such Waiverand Release Agreement will not be construed to include any release of

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any indemnificationrights Employee may have against Employer pursuant to Employer’s Articles ofIncorporation or bylaws, any indemnification agreement or California Labor CodeSection 2800.

2.7 This Agreement shallnot be terminated by Employer merging with or otherwise being acquired byanother entity, whether or not Employer is the surviving entity, or by Employertransferring of all or substantially all of its assets (any such event, an “Acquisition”).

2.8 In the event of anyAcquisition, the surviving entity or transferee, as the case may be, shall bebound by and shall have the benefits of this Agreement.

**3.        Compensation.**

3.1 As the totalconsideration for Employee’s services rendered hereunder, Employee shall beentitled to the following during the period that Employee is employedhereunder:

(a) A base salary of $350,000 per year (“Base Salary”),payable in equal installments bi-weekly on those days when Employer normallypays its employees.

(b) A Performance Incentive Bonus and Annual IncentiveBonus in an amount up to $1,350,000 to be allocated as follows: (i) up to$175,000 based upon Portfolio Earnings, Portfolio Credit Quality andPerformance Goals; as more fully defined in Section 3.1(b)(i); (ii) up to$175,000 based upon Individual Management Objectives, as more fully defined inSection 3.1(b)(ii); and (iii) up to $1,000,000 as an Annual Incentive, as morefully defined in Section 3.1(b)(iii). The Performance Incentive Bonusobjectives shall be mutually agreed upon by Employee and Employer and shall bepaid within thirty (30) days of each calendar year for which the bonus has beenearned. For the period of November 13, 2006**throughDecember 31, 2006, the annual Performance Incentive Bonus will be prorated forthe period. The Annual Incentive Bonus will be paid, if earned, within thirty(30) days of each calendar year end. No prorated payment will be earned for theperiod of November 13, 2006 through December 31, 2006.

(i) **PortfolioEarnings, Credit Quality and Performance****Bonus**. Up to $175,000 of the Performance Incentive Bonus shallbe based upon Portfolio Earnings, Credit Quality and Performance objectiveswhich will be mutually agreed upon year by Employee and Employer’s Board ofDirectors or their designees in conjunction with the annual business plan ofEmployer. The Portfolio Earnings, Credit Quality and Performance bonus shall becalculated each year by multiplying (i) $175,000 (the maximum attainablePortfolio Earnings, Credit Quality and Performance Bonus times (ii) the BonusFactor based on percentage completion of goals as follows:

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| % Completion of Goals | ** ** | **Bonus Factor** |
|-----------------------|------------|------------------|
| ** **            | ** ** | ** **       |
| Less than 50%         |       | 0%               |
| 50 to 75%             |       | 50%              |
| 75.01% to 99.99%      |       | 75%              |
| 100% or more          |       | 100%             |

(ii) **IndividualManagement Objectives Bonus.** Up to $175,000 of the PerformanceIncentive Bonus shall be based upon annual Individual Management Objectiveswhich will be mutually agreed upon by Employee and Employer’s Board ofDirectors or their designees in conjunction with the annual business plan ofEmployer. The Individual Management Objectives Bonus shall be calculated eachyear by multiplying (i) $175,000 (the maximum attainable Individual ManagementObjectives Bonus times (ii) the Bonus Factor based on percentage completion ofgoals as follows:

 

| % Completion of Goals | ** ** | **Bonus Factor** |
|-----------------------|------------|------------------|
| ** **            | ** ** | ** **       |
| Less than 50%         |       | 0%               |
| 50 to 75%             |       | 50%              |
| 75.01% to 99.99%      |       | 75%              |
| 100% or more          |       | 100%             |

(iii) **AnnualIncentive Bonus.** Employee is eligible for an additional $1,000,000Annual Incentive Bonus. Employee shall earn 50% of the $1,000,000 AnnualIncentive Bonus if the taxable income as reported in Employer’s annual auditedfinancial statements exceeds an annualized rate of $1.15 for the period ofJanuary 1, 2007 through June 30, 2007 and $1.45 for the period of July 1, 2007through December 31, 2007. The remaining 50% of the Annual Incentive Bonus willbe earned by Employee if he is employed by Employer in good standing (whichshall mean that he is not on written probation by Employer) as of December 31,2007. For the year ending December 31, 2008, Employee will earn the $1,000,000Annual Incentive Bonus if the taxable income as reported in IMH’s annualaudited financial statements exceeds for the period of January 1, 2008 throughJune 30, 2008 $1.45 and $1.75 for the period of July 1, 2008 through December31, 2008.

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(c) Stock Options in Employer will be granted and maybe exercised in accordance with company guidelines. Currently, stock awards aredone each year in July.

(d) Employee shall accrue vacation time during theperiod he is employed hereunder at the rate of 6.15 hours per bi-weekly payperiod beginning upon completion of 90 days of employment with Employer.Vacation accrual shall be subject to any vacation benefit accrual capestablished by Employer (i.e., once the cap has been reached, further accrualshall cease until Employee uses some or all of his accrued time to fall belowthe accrual cap). Employee shall be eligible to take paid vacation after six(6) months of employment. Thereafter, the timing of Employee’s vacation shallbe governed by Employer’s usual policies applicable to all employees;

(e) Employee is entitled to participate in anypolicies or plans regarding benefits of employment, including pension, profitsharing, group health, disability insurance and other employee welfare benefitplans now existing or hereafter established to the extent that Employee iseligible under the terms of such plans. Despite the foregoing, Employee isentitled to participate in any such plan or program only if the executiveofficers of Employer generally are eligible to participate in such plan orprogram. Employer may, in its sole discretion and from time to time, establishadditional senior management benefit programs as it deems them appropriate.Employee understands that any such plans may be modified or eliminated inEmployer’s sole discretion in accordance with applicable law; and

(f) Such other benefits as the Board of Directors ofEmployer, in its sole discretion, may from time to time provide.

3.2 During the periodthat Employee is employed hereunder, Employer shall reimburse Employee forreasonable and necessary business and entertainment expenses incurred byEmployee on behalf of Employer in connection with the performance of Employee’sduties hereunder. It is understood and agreed that Employee shall be eligibleto travel first or business class airfare for all flights longer than fourhours.

3.3 There shall be noinflation or any other automatic adjustments to any of the compensation paid toEmployee under this Agreement.

3.4 Employer shall havethe right to deduct from the compensation due to Employee hereunder any and allsums required for social security and withholding taxes and for any otherfederal, state, or local tax or charge which may be in effect or hereafterenacted or required as a charge on the compensation of Employee.

3.5 Employer shallmaintain Directors and Officers insurance, and such coverage shall besubstantially similar to coverage provided by Employer’s affiliates and relatedentities.

3.6 Employer shallreimburse Employee for up to $10,000 worth of legal fees incurred in negotiatingand documenting this Agreement.

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**4.        Non-Competition.**

4.1 At all times duringEmployee’s employment hereunder, and, if Employee’s employment is terminatedpursuant to Section 2.2(f) or 2.2(g) during the 12 month period of time aftersuch termination (the “Post-Termination Payment Period”) and in considerationfor any and all payments and benefits provided to Employee pursuant to thisAgreement during the Post-Termination Payment Period, Employee shall not,directly or indirectly, engage or participate in, prepare or set up, assist orhave any interest in any person, partnership, corporation, limited liabilitycompany, firm, association, or other business organization, entity orenterprise (whether as an employee, officer, director, member, agent, securityholder, creditor, consultant or otherwise) that engages in any activity inthose geographic areas where Employer conducts the Business, which activity isthe same as, similar to, or directly competitive with any activity engaged inby Employer (REIT, mortgage banking and wholesale lending operations for subprime and Alt-A residential loans or such other business as Employer may engagein). Notwithstanding the foregoing, Employee may elect at any point during thePost-Termination Payment Period to forego any future remaining payments orbenefits payable under Section 2.4, in which case the limitations set forth inthis Section 4.1 shall terminate at the time of such election.

4.2 Nothing contained inSection 4 shall be deemed to preclude Employee from purchasing or owning,directly or beneficially, as a passive investment, less than five percent ofany class of publicly traded securities of any entity so long as Employee doesnot actively participate in or control, directly or indirectly, any investmentor other decisions with respect to such entity.

**5.        NoCompensation from Related Entities.**

Without prior writtenapproval from Employer’s Board of Directors, Employee shall not directly orindirectly receive compensation from any company with whom Employer or any ofits affiliates (as “affiliate” is defined in Rule 405 promulgated under theSecurities Act of 1933) has any financial, business or affiliated relationship.

**6.        Confidentiality;Non-Solicitation and Proprietary Rights.**

Concurrently with signingthis Agreement, Employee and Employer will sign a Proprietary Rights andInventions Agreement in the form attached hereto as Exhibit C (the “ProprietaryRights and Inventions Agreement”).

**7.        Copiesof Agreement.**

Employee authorizesEmployer to send a copy of the Proprietary Rights and Inventions Agreement toany and all future employers which Employee may have, and to any and allpersons, firms, and corporations, with whom Employee may become affiliated in abusiness or commercial enterprise, and to inform any and all such employers,persons, firms or corporations that Employer intends to exercise its legalrights should Employee breach the terms of the Proprietary Rights andInventions Agreement or should another party induce a breach of that agreementon Employee’s part.

 

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**8.        SeverableProvisions.**

The provisions of thisAgreement are severable and if any one or more provisions is determined to beillegal or otherwise unenforceable, in whole**or in part, the remaining provisions, and any partiallyunenforceable provisions to the extent**enforceable,shall nevertheless be binding and enforceable.

**9.*       *Arbitration.**

To the fullest extentallowed by law, any controversy, claim or dispute between Employee and Employer(or any of its stockholders, directors, officers, employees, affiliates,agents, successors or assigns) relating to or arising out of Employee’semployment or the cessation of that employment will be submitted to final andbinding arbitration in Orange County, California for determination inaccordance with the American Arbitration Association’s (“AAA”) National Rulesfor the Resolution of Employment Disputes, as the exclusive remedy for suchcontroversy, claim or dispute. In any such arbitration, the parties may conductdiscovery to the same extent as would be permitted in a court of law. Thearbitrator shall issue a written decision, and shall have full authority toaward all remedies which would be available in court. The arbitrator shall berequired to determine all issues in accordance with existing case law and the statutorylaws of the State of California. Employer shall pay the arbitrator’s fees andany AAA administrative expenses. In the event Employee files a claim to collectunpaid payments or benefits payable under Section 2.4, the prevailing partyshall be awarded reasonable attorneys’ fees and costs. Any judgment upon theaward rendered by, the arbitrator(s) may be entered in any court havingjurisdiction thereof. Possible disputes covered by the above include unpaidwages, breach of contract, torts, violation of public policy, discrimination,harassment, or any other employment-related claims under laws including TitleVII of the Civil Rights Act of 1964, the Americans With Disabilities Act, theAge Discrimination in Employment Act, the California Fair Employment andHousing Act, the California Labor Code, and any other federal or stateconstitutional provisions, statutes or laws relating to an employee’srelationship with his employer. However, claims for workers’ compensationbenefits and unemployment insurance (or any other claims where mandatoryarbitration is prohibited by law) are not covered by this arbitrationagreement, and such claims may be presented to the appropriate court orgovernment agency. BY AGREEING TO THIS MUTUAL AND BINDING ARBITRATION PROVISION,BOTH EMPLOYEE AND EMPLOYER GIVE UP ALL RIGHTS TO TRIAL BY JURY. Thisarbitration policy is to be construed as broadly as is permissible underrelevant law.

EMPLOYER AND EMPLOYEEHAVE READ THIS SECTION 9 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIEDABOVE.

 
|   |                          |   |                          |
|--------|--------------------------|--------|--------------------------|
|   | Employer’s Initials |   | Employee’s Initials |
|   |                     |   |                     |
|   |                     |   |                     |

 

**10.       Injunctive Relief.**

The parties hereto agreethat any breach or threatened breach of Section 5 of this Agreement or theProprietary Rights and Inventions Agreement will cause substantial andirreparable damage to Employer in an amount and of a character difficult toascertain. Accordingly, to prevent any such breach or threatened breach, and inaddition to any other relief to which Employer may otherwise be entitled,Employer will be entitled to immediate

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temporary, preliminaryand permanent injunctive relief through appropriate legal proceedings in anyarbitration, without proof of actual damages that have been incurred or may beincurred by Employer with respect to such breach or threatened breach. Employeeexpressly agrees that Employer will not be required to post any bond or othersecurity as a condition to obtaining any injunctive relief pursuant to thisSection 11, and Employee expressly waives any right to the contrary. Employeeagrees that this Section 11 is without prejudice to the rights of the partiesto compel arbitration pursuant to Section 10.

**11.      EntireAgreement.**

This Agreement and theExhibits attached hereto contain the entire agreement of the parties relatingto the subject matter hereof, and the parties hereto have made no agreements,representations or warranties relating to the subject matter of this Agreementthat are not set forth otherwise herein or the Exhibits attached hereto. ThisAgreement and its attachments supersede any and all prior agreements, writtenor oral, with Employer relating to Employee’s employment with Employer and anyother subject matter of this Agreement. Any such prior agreements are herebyterminated and of no further effect and Employee, by the execution hereof,agrees that any compensation provided for under any such prior agreement isspecifically superseded and replaced by the provision of this Agreement;subject to the following (i) this Agreement is not intended to supercede,cancel or replace any stock option or dividend equivalent right payments thatEmployee may have or otherwise be entitled to receive. The parties hereto agreethat in no event shall an oral modification of this Agreement be enforceable orvalid.

**12.      GoverningLaw.**

This Agreement is andshall be governed and construed in accordance with the laws of the State ofCalifornia, regardless of any laws on choice of law or conflicts of law of anyjurisdiction.

**13.      Notice.**

All notices hereundermust be in writing and shall be sufficiently given for all purposes hereunderif properly addressed and delivered personally by documented overnight deliveryservice, by certified or registered mail, return receipt requested, or byfacsimile or other electronic transmission service at the address or facsimilenumber, as the case may be, set forth below. Any notice given personally or bydocumented overnight delivery service is effective upon receipt. Any noticegiven by registered mail is effective upon receipt, to the extent such receiptis confirmed by return receipt. Any notice given by facsimile transmission iseffective upon receipt, to the extent that receipt is confirmed, eitherverbally or in writing by the recipient. Any notice which is refused, unclaimedor undeliverable because of an act or omission of the party to be notified, ifsuch notice was correctly addressed to the party to be notified, shall bedeemed communicated as of the first date that said notice was refused,unclaimed or deemed undeliverable by the postal authorities, or overnightdelivery service.

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| If to Employer:  |   | Impac Mortgage Holdings, Inc.                     |
|------------------|--------|---------------------------------------------------|
|             |   | 19500 Jamboree Road, Building 2                   |
|             |   | Irvine, California 92612                          |
|             |   | Telephone: (949) 475-3600                         |
|             |   | Facsimile: (949) 475-3969                         |
|             |   | Attention: Ronald Morrison, Esq., General Counsel |
|             |   |                                              |
| With a copy to:  |   | Ernest W. Klatte, III, Esq.                       |
|             |   | Rutan & Tucker, L.L.P.                        |
|             |   | 611 Anton Blvd., 14th Floor                       |
|             |   | Costa Mesa, California 92626                      |
|             |   | Telephone: (714) 641-5100                         |
|             |   | Facsimile: (714) 546-9035                         |
|             |   |                                              |
| If to Employee:  |   | Andrew McCormick                                  |
|             |   | 7648 Kindler Road                                 |
|             |   | Laurel, Maryland 20723                            |
|             |   |                                              |
|             |   | Telephone: (301) 498-3544                         |
|             |   | Facsimile:                                        |
|             |   |                                              |
| With a copy (not |   | Williams & Connolly LLP                       |
| constituting     |   | 725 Twelfth Street, N.W.                          |
| notice) to:      |   | Washing, D.C. 20005                               |
|             |   | Telephone: (202) 434-5000                         |
|             |   | Facsimile: (202) 434-5029                         |
|             |   | Attn: Jacqueline M. Davies, Esq.                  |

**14.      AmendmentsAnd Waivers.**

This Agreement may not beamended, modified, superseded, canceled, or any terms waived, except by writteninstrument signed by both parties, or in the case of waiver, by the party to becharged.

**15.      Successorand Assigns.**

This Agreement is notassignable by Employee, nor by Employer except to an affiliated or successorentity. This Agreement is binding on the parties’ heirs, executors,administrators, other legal representatives, successors, and, to the extentassignable, their assigns.

**16.      Representations.**

The person executing thisAgreement on behalf of Employer hereby represents and warrants on behalf ofhimself and Employer that he is authorized to represent and bind Employer.Employee specifically represents and warrants to Employer that he is not nowunder

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any contractual orquasi-contractual obligations that is inconsistent or in conflict with thisAgreement or that would prevent, limit or impair Employee’s performance of hisobligations under this Agreement, (b) he has had the opportunity to berepresented by legal counsel of his choosing in preparing, negotiating,executing and delivering this Agreement; and (c) fully understands the termsand provisions of this Agreement.

**17.      Counterparts;Facsimile Signatures.**

This Agreement may beexecuted in any number of counterparts, each of which shall be deemed anoriginal for all purposes. This Agreement may be executed by a party’ssignature transmitted by facsimile (“fax”), and copies of this Agreementexecuted and delivered by means of faxed signatures shall have the same forceand effect as copies hereof executed and delivered with original signatures.All parties hereto may rely upon faxed signatures as if such signatures wereoriginals. Any party executing and delivering this Agreement by fax shallpromptly thereafter deliver a counterpart signature page of this Agreementcontaining said party’s original signature. All parties hereto agree that afaxed signature page may be introduced into evidence in any proceeding arisingout of or related to this Agreement as if it were an original signature page.

**18.      Rulesof Construction.**

This Agreement has beennegotiated by the parties and is to be interpreted according to its fairmeaning as if the parties had prepared, it together and not strictly for oragainst any party. References in this Agreement to “Sections” refer to Sectionsof this Agreement, unless the context expressly indicates otherwise. Referencesto “provisions” of this Agreement refer to the terms, conditions, restrictionsand promises contained in this Agreement. References in this Agreement to lawsand regulations refer to such laws and regulations as in effect on this dateand to the corresponding provisions, if any, of any successor law orregulation. At each place in this Agreement where the context so requires, themasculine, feminine or neuter gender includes the others and the singular orplural number includes the other. Forms of the verb “including” mean “includingwithout limitation” unless the context expressly indicates otherwise. “Or” isinclusive and includes “and” unless the context expressly indicates otherwise.The introductory headings at the beginning of Sections of this Agreement aresolely for the convenience of the parties and do not affect any provision ofthis Agreement.

IN WITNESS WHEREOF, thisAgreement is executed as of the day and year first above written.
|        | “EMPLOYER”                                   |
|--------|--------------------------------------------------------|
|   |                                                   |
|   | Impac Mortgage Holdings, Inc., a Maryland  corporation |
|   |                                                   |
|   | By:                                                    |  |
|   | Name: Richard J. Johnson                               |
|   | Title: EVP, COO                                        |
|   |                                                   |

 

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|        | “EMPLOYEE” |
|--------|----------------------|
|   |                 |   |
|   | By:                  |  |
|   |                 |   |
|   |                 | Name: | Andrew McCormick |
|   |                 |   |   |
|   |                 | Title: | Executive Vice President, CIO |

 

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**EXHIBITA**

**JOBDESCRIPTION AND RELATED ENTITIES**

The roles and responsibilities of the CIO will be as follows:

Employee’sresponsibilities will include the directing and overseeing of all balance sheetinvestment decisions, hedging policy decisions, pipeline hedging riskmanagement decisions, interest rate risk management and overall securitizationstructuring responsibilities. More specifically, Employee will be responsiblefor:

·                  Ratesheet pricing strategies

·                  Pipelinehedging

·                  Servicingsales and whole loan executions

·                  Currentbalance sheet

·                            Assesscurrent risk metrics

·                            Evaluateand adjust hedge strategies

·                            Capitalmanagement Strategies

·                            Developmentof a bond portfolio from current securitizations and evaluate other assets thatmeet our investment criteria

·                            Evaluatecurrent assets for retention or sale

·                            Evaluatealternative hedging strategies for current balance sheet

·                  Mortgageloan securitization strategies

·                            Hedgingin trust versus outside of trust

·                            CDO/CLOopportunities

·                            Retainingselected tranches

·                            Managingunderwriters

Employee will beresponsible for establishing and maintaining a mortgage securities portfoliomanagement operation in the Washington, D.C., metropolitan area, and theCompany will support Employee in this endeavor. The Employer will invest theresources required to manage the existing portfolio and build a new portfolioof mortgage securities, including (a) supporting the staffing levels generallydiscussed by the Employee and Employer or otherwise agreed to by them (it beingunderstood that the personnel hired to establish the Washington, D.C.metropolitan area operation will be recruited by and managed by the Employee) and(b) supporting the office set-up and data systems as generally discussed by theEmployee and Employer or otherwise agreed by them.

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Employee will be thechairperson of Asset Liability Committee and a senior member of the ExecutiveCommittee. All current Secondary Marketing and Asset Liability personnel willreport directly to Employee, over whom Employee will have hiring/firingauthority, subject to the approval of the President. Employee will also havehiring/firing authority over all employees in the CIO organization subject tothe approval of the President. Employee will report directly to the Presidentand/or such other persons as the Board of Directors may reasonably designate.

 

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**EXHIBITB**

**WAIVERAND RELEASE AGREEMENT**

For full and valuableconsideration, including, but not limited to, severance payments made and to bemade by Impac Mortgage Holdings, Inc. and any affiliate or related entity ofImpac Mortgage Holdings, Inc. (collectively, “Employer”) to Andrew McCormick (“Employee”)pursuant to the Employment Agreement between Employer and Employee dated as ofNovember 13, 2006 (the “Employment Agreement”), Employee, on the one part, andEmployer on the other part, hereby enter into this Waiver and Release Agreement(“Waiver”), and each agrees to waive and release the other and, as the case maybe, the other’s stockholders, directors, officers, employees, affiliates,agents, successors and assigns, if any, from all known and unknown claims,agreements or complaints related to or arising under Employee’s employment withEmployer, including, but not limited to, any claim arising out of Employee’stermination, any express or implied agreement between Employee and Employer(other than each party’s respective rights and obligations under Sections 2.3,2.4 and 4.1 of the Employment Agreement, and the Proprietary Rights andInventions Agreement), and any other federal or state constitutionalprovisions, statutes or laws relating to an employee’s relationship with hisemployer, including, but not limited to, Title VII of the Civil Rights Act of1964, the Employee Retirement Income Security Act, the Age Discrimination inEmployment Act, the Americans With Disabilities Act, the California Fair Employmentand Housing Act, and the California Labor Code.

This Waiver shall notinclude a waiver of any of the following: (i) any right to defense and/orindemnification that Employee may have under California Labor Code section2802, or under any defense and indemnification policy or agreement; (ii) anyclaim for breach of any pension, 401k, deferred compensation or stock optionplan of Employer; or (iii) any claim that Employee may have against anyofficer, director, employee, or agent of Employer or Guarantor for defamationor intentional interference with prospective employment or business advantageor (iv) any rights Employee may have as a shareholder of Employer.

This Waiver includes awaiver of any rights the parties may have under Section 1542 of the CaliforniaCivil Code, which states:

“A general release does not extend to claims which the creditor doesnot know or suspect to exist in his favor at the time of executing the release,which if known by his must have materially affected his settlement with thedebtor.”

Employee’s Waiver isconditioned upon Employer and Guarantor’s performance of all of their severanceobligations pursuant to Sections 2.3 and 2.4 of the Employment Agreement. Inthe event that Employer materially breaches its severance obligations under theEmployment Agreement, then Employee shall be entitled to pursue any claims asthough this Waiver did not exist, and the statute of limitations for any suchclaims shall be deemed to have been tolled during the period from the date ofEmployee’s termination through the date Employer breached it obligations.

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Employer’s Waiver isconditioned upon Employee’s performance of all of his obligations pursuant toSection 4.1 of the Employment Agreement. In the event that Employee materiallybreaches his non-compete obligations under the Employment Agreement, thenEmployer shall be entitled to pursue any claims as though this Waiver did notexist, and the statute of limitations for any such claims shall be deemed tohave been tolled during the period from the date of Employee’s terminationthrough the date Employee breached his obligations. The parties to this Waivereach acknowledge that each may hereafter discover facts different from or inaddition to those now known or believed to be true with respect to the claims,suits, rights, actions, complaints, agreements, contracts, causes of action,and liabilities of any nature whatsoever that are the subject of the aboverelease, and the parties expressly agree that this Waiver shall be and remaineffective in all respects regardless of such additional or different facts.

Employee is advised asfollows: (i) Employee should consult an attorney regarding this Waiver beforeexecuting it; (ii) Employee has 21 days in which to consider this Waiver andwhether Employee will enter into it; (iii) this Waiver does not waive rights orclaims that may arise after it is executed; and (iv) at anytime within sevendays after executing this Waiver, Employee may revoke this Waiver. This Waivershall not become effective or enforceable until the seven day revocation periodset forth herein has passed.

Capitalized terms nototherwise defined herein shall have the meanings set forth in the EmploymentAgreement.

 
| Dated: |                          |   |   |
|--------|-------------------------------|--------|--------|
|   | By:                           |   |
|   | Andrew McCormick              |
|   | Executive Vice President, CIO |

 
| Dated: |        |   | IMPAC MORTGAGE HOLDINGS, INC. |
|--------|-------------|--------|-------------------------------|
|   |        |   |                          |
|   | By:         |   |
|   | Print Name: |   |
|   | Title:      |   |
|   |        |
|        |             |        |                               |  |  |  |

 

 

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**EXHIBIT C**

**PROPRIETARYRIGHTS AND INVENTIONS AGREEMENT**

In consideration of myemployment by Impac Mortgage Holdings, Inc., a California corporation (the “Company”),and the compensation I receive from the Company, I agree to certainrestrictions placed by the Company on my use and development of information andtechnology, as more fully set out below.

1.         Proprietary Information. I understand that theCompany possesses and will possess Proprietary Information which is importantto its business. For purposes of this Agreement, “Proprietary Information” isinformation that was or will be developed, created, or discovered by or onbehalf of the Company or any of its affiliates or related entities, or whichbecame or will become known by, or was or is conveyed to the Company, which hascommercial value in the Company’s business or the business of any of theCompany’s affiliates or related entities, unless (i) the information is orbecomes publicly known through lawful means; (ii) the information wasrightfully in my possession or part of my general knowledge prior to myemployment by the Company as specifically identified and disclosed by me inExhibit A attached hereto; or (iii) the information is disclosed to me withoutconfidential or proprietary restriction by a third party who rightfullypossesses the information (without confidential or proprietary restriction) andwho did not learn of it directly from the Company or any of its affiliates orrelated entities.

Proprietary Informationincludes information (whether conveyed orally or in writing) relating to (i)client/customer lists, vendor lists or other lists or compilations containingclient, customer or vendor information; (ii) information about investmenttechniques or strategies, investment research or analysis, business techniquesor strategies, processes, costs, profits, markets, marketing plans, forecasts,sales or commissions; (iii) plans for new investment techniques and strategies;(iv) the compensation, performance and terms of employment of other employees;(v) all other information that has been or will be given to me in confidence bythe Company (or any affiliate or related entity of the Company); (vi) softwarein various stages of development, and any designs, drawings, schematics,specifications, techniques, models, data, source code, algorithms, object code,documentation, diagrams, flow charts, research development, processes andprocedures relating to any software; (vii) any documents, books, papers,drawings, schematics, models, sketches, computer programs, databases or otherdata, including electronic data recorded or retrieved by any means, thatcontain any Proprietary Information; and (viii) any information described abovewhich the Company or any of its affiliates or related entities obtains fromanother party and which the Company or any of its affiliates or relatedentities treats as proprietary or designates as Proprietary Information.

2.         Company Materials. I understand that the Company andits affiliates and related entities possess or will possess “Company Materials”which are important to their respective businesses. For purposes of thisAgreement, “Company Materials” are documents or other media or tangible itemsthat contain or embody Proprietary Information or any other information concerningthe business, operations or plans of the Company or any of its affiliates orrelated entities, whether such documents have been prepared by me or by others.“Company Materials” include charts, graphs, notebooks, customer lists, computersoftware, media or printouts, sound

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recordings and otherprinted, typewritten or handwritten documents, as well as financial models andthe like.

3.         Intellectual Property.

3.1       All Proprietary Information and allright, title and interest in and to any patents, patent rights, copyrights,trademark rights, mask work rights, trade secret rights, and all otherintellectual and industrial property and proprietary rights that currentlyexist or may exist in the future anywhere in the world (collectively “Rights”)in connection therewith shall be the sole property of the Company or itsaffiliates or related entities, as the case may be. I hereby assign to theCompany any Rights I may have or acquire in such Proprietary Information. Atall times, both during my employment with the Company and after itstermination, I will keep in confidence and trust and will not use or discloseany Proprietary Information or anything relating to it without the priorwritten consent of an officer of the Company except as may be necessary and appropriatein the ordinary course of performing my duties to the Company or as may berequired by law or legal procedure. The disclosure restrictions of thisAgreement shall not apply to any information that I can document is generallyknown to the public through no fault of mine. Nothing contained herein willprohibit me from disclosing to anyone the amount my wages.

3.2       All Company Materials shall be the soleproperty of the Company. I agree that during my employment with the Company, Iwill not remove any Company Materials from the business premises of the Companyor deliver any Company Materials to any person or entity outside the Company,except as I am required to do in connection with performing the duties of myemployment. I further agree that, immediately upon the termination of myemployment by me or by the Company for any reason, or for no reason, or duringmy employment if so requested by the Company, I will return all CompanyMaterials, apparatus, equipment and other physical property, and any reproductionof such property, excepting only (i) my personal copies of records relating tomy compensation; (ii) my personal copies of contact information and materials Ihad before I became an employee and (ii) my copy of this Agreement.

3.3       I agree that all “Inventions” (which termincludes patentable or nonpatentable inventions, original works of authorship,derivative works, trade secrets, trademarks, copyrights, service marks,discoveries, patents, technology, algorithms, computer software, application programminginterfaces, protocols, formulas, compositions, ideas, designs, processes,techniques, know-how, data and all improvements, rights and claims related tothe foregoing), which I make, conceive, reduce to practice or develop (in wholeor in part, either alone or jointly with others) during my employment, shall bethe sole property of the Company to the maximum extent permitted by Section2870 of the California Labor Code. I hereby assign, without furtherconsideration, all such Inventions to the Company (free and clear of all liensand encumbrances), and the Company shall be the sole owner of all Rights inconnection therewith. No assignment in this Agreement shall extend toInventions, the assignment of which is prohibited by Labor Code Section 2870,which states:

Any provision in an employment agreement which provides that anemployee shall assign, or offer to assign, any of his or his rights in aninvention to his or his employer shall not apply to an invention that theemployee developed entirely on

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his or his own time without using the employer’s equipment, supplies,facilities, or trade secret information except for those inventions thateither:

1.                         Relateat the time of conception or reduction to practice of the invention to theemployer’s business, or actual or demonstrably anticipated research ordevelopment of the employer.

2.                         Resultfrom any work performed by the employee for the employer.

I acknowledge that alloriginal works of authorship which are made by me (in whole or in part, eitheralone or jointly with others) within the scope of my employment and which areprotectable by copyright are “works made for hire,” as defined in the UnitedStates Copyright Act (17 USCA, Section 101). 1 will not disclose Inventionscovered by this Section 3.3 to any person outside the Company, unless I amrequested to do so by management personnel of the Company.

3.4       I agree to disclose promptly to theCompany all Inventions and relevant records, which records will remain the soleproperty of the Company. I further agree that all information and recordspertaining to any idea, process, trademark, service mark, invention,technology, computer program, original work or authorship, design, formula,discovery, patent, or copyright that I do not believe to be an Invention, butis conceived, developed, or reduced to practice by me (in whole or in part,either alone or jointly with others) during my employment, shall be promptlydisclosed to the Company (such disclosure to be received in confidence). I willalso disclose to the Company all Inventions conceived, reduced to practice,used, sold, exploited or developed by me (in whole or in part, either alone orjointly with others) within one (1) year of the termination of my employmentwith the Company (“Presumed Inventions”); such disclosures shall be received bythe Company in confidence, to the extent they are not assigned to the Companyin Section 3.3, and do not extend such assignment. Because of the difficulty ofestablishing when any Presumed Invention is first conceived or developed by me,or whether it results from access to Proprietary Information or the Company’sequipment, facilities, and data, I agree that all Presumed Inventions and allRights associated therewith shall be presumed to be Inventions subject toassignment under Section 3.3. I can rebut this presumption if I prove that aPresumed Invention is not an Invention subject to assignment under Section 3.3.

3.5       I agree to perform, during and after myemployment, all acts deemed necessary or desirable by the Company to permit andassist it, at the Company’s expense, in evidencing, perfecting, obtaining,maintaining, defending and enforcing Rights or my assignment with respect tosuch Inventions in any and all countries. Should the Company be unable to securemy signature on any document necessary to apply for, prosecute, obtain, enforceor defend any Rights relating to any assigned Invention, whether due to mymental or physical incapacity or any other cause, I hereby irrevocablydesignate and appoint the Company and its duly authorized officers and agents,as my agents and attorneys-in-fact, with full power of substitution, to act forand in my behalf and instead of me, to execute and file any documents and to doall other lawfully permitted acts to further the above purposes with the samelegal force and effect as if executed by me.

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3.6       Any assignment of copyright hereunder(and any ownership of a copyright as a work made for hire) includes all rightsof paternity, integrity, disclosure and withdrawal and any other rights thatmay be known as or referred to as “moral rights” (collectively “Moral Rights”).To the extent such Moral Rights cannot be assigned under applicable law and tothe extent the following is allowed by the laws in the various countries whereMoral Rights exist, I hereby waive such Moral Rights and consent to any actionof the Company that would violate such Moral Rights in the absence of suchwaiver and consent. I will confirm any such waivers and consents from time totime as requested by the Company.

3.7       Attached hereto as Exhibit 1 is acomplete list of all existing Inventions to which I claim personal ownership ofas of the date of this Agreement and that I desire to specifically clarify arenot subject to this Agreement, and I acknowledge and agree that such list iscomplete. If no such list is attached to this Agreement, I represent that Ihave no such Inventions at the time of signing this Agreement.

3.8       I understand that nothing in thisAgreement is intended to expand the scope of protection provided me by Sections2870 through 2872 of the California Labor Code.

4.         Prior Actions and Knowledge. I represent and warrantthat from the time of my first contact or communication with the Company, Ihave held in strict confidence all Proprietary Information and have not (i)disclosed any Proprietary Information or delivered any Company Materials toanyone outside of the Company or any affiliate or related entity of theCompany, or (ii) used, copied, published, or summarized any Proprietary Informationor removed any Company Materials from the business premises of the Company,except to the extent necessary to carry out my responsibilities as an employeeof the Company.

5.         Non-Solicitation of Employees. I agree that for aperiod of twelve months following the termination of my employment with theCompany, I will not, on behalf of myself or any other person or entity, solicitthe services of any person who was employed by the Company or any affiliate orrelated entity of the Company on the date of my termination of employment.

6.         No Conflict with Obligations to Third Parties. Irepresent that my performance of all the terms of this Agreement will notbreach any agreement to keep in confidence proprietary or confidentialinformation acquired by me in confidence or in trust, prior to my employmentwith the Company. I have not entered into, and I agree I will not enter into,any agreement either written or oral in conflict herewith or in conflict withmy employment with the Company.

7.         Remedies. I recognize that nothing in this Agreementis intended to limit any remedy of the Company under the California UniformTrade Secrets Act. I recognize that my violation of this Agreement could causethe Company irreparable harm, the amount of which may be extremely difficult toestimate, making any remedy at law or in damages inadequate. Therefore, I agreethat the Company shall have the right to apply to any court of competentjurisdiction for an order restraining any breach or threatened breach of thisAgreement and for any other relief the Company deems appropriate. This rightshall be in addition to any other remedy available to the Company.

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8.         Survival. I agree that myobligations under Sections 3.1 through 3.6, 5 and 6 shall continue in effectafter termination of my employment, regardless of the reason or reasons fortermination, and whether such termination is voluntary or involuntary on mypart, and that the Company is entitled to communicate my obligations under thisAgreement to any future employer or potential employer of mine.

9.         Controlling Law. This Agreement is and shall begoverned and construed in accordance with the laws of the State of California,regardless of any laws on choice of law or conflicts of law of anyjurisdiction.

10.       Severable Provisions. Theprovisions of this Agreement are severable and if any one or more provisions isdetermined to be illegal or otherwise unenforceable, in whole or in part, theremaining provisions, and any partially unenforceable provisions to the extentenforceable, shall nevertheless be binding and enforceable.

11.       Successors and Assigns. ThisAgreement shall be effective as of the date I execute this Agreement and shallbe binding upon me, my heirs, executors, assigns, and administrators and shallinure to the benefit of the Company, its subsidiaries, successors and assigns.

12        Counterparts; Facsimile Signatures. This Agreement maybe executed in any number of counterparts, each of which shall be deemed anoriginal for all purposes. This Agreement may be executed by a party’ssignature transmitted by facsimile (“fax”), and copies of this Agreementexecuted and delivered by means of faxed signatures shall have the same forceand effect as copies hereof executed and delivered with original signatures.All parties hereto may rely upon faxed signatures as if such signatures wereoriginals. Any party executing and delivering this Agreement by fax shallpromptly thereafter deliver a counterpart signature page of this Agreementcontaining said party’s original signature. All parties hereto agree that afaxed signature page may be introduced into evidence in any proceeding arisingout of or related to this Agreement as if it were an original signature page.

13.       Rules of Construction. ThisAgreement has been negotiated by the parties and is to be interpreted accordingto its fair meaning as if the parties had prepared it together and not strictlyfor or against any party. References in this Agreement to “Sections” refer toSections of this Agreement, unless the context expressly indicates otherwise.References to “provisions” of this Agreement refer to the terms, conditions,restrictions and promises contained in this Agreement. References in thisAgreement to laws and regulations refer to such laws and regulations as in effecton this date and to the corresponding provisions, if any, of any successor lawor regulation. At each place in this Agreement where the context so requires,the masculine, feminine or neuter gender includes the others and the singularor plural number includes the other. Forms of the verb “including” mean “includingwithout limitation” unless the context expressly indicates otherwise. “Or” isinclusive and includes “and” unless the context expressly indicates otherwise.The introductory headings at the beginning of Sections of this Agreement aresolely for the convenience of the parties and do not affect any provision ofthis Agreement.

14.       Amendments and Waivers. ThisAgreement may not be amended, modified, superseded, canceled, or any termswaived, except by written instrument signed by both parties, or in the case ofwaiver, by the party to be charged.

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I HAVE READ THISAGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH ITIMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEENMADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT OTHER THAN THE PROMISES ANDREPRESENTATIONS EXPRESSLY STATED IN THIS AGREEMENT AND IN THE EMPLOYMENTAGREEMENT ENTERED INTO BETWEEN ME AND THE COMPANY CONCURRENTLY HEREWITH. I HAVECOMPLETELY NOTED ON EXHIBIT 1 TO THIS AGREEMENT ANY PROPRIETARY INFORMATION ANDINVENTIONS THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.
| Dated as of:                      |               |                  |
|-----------------------------------|--------------------|------------------|
|                              |               | Andrew McCormick |
|                              |               |             |
| Accepted and  Agreed to:          |               |             |
|                              |               |             |
| IMPAC MORTGAGE HOLDINGS,  INC., a |               |             |
| Maryland  Corporation             |               |             |
|                              |               |             |
| By:                               |                    |             |   |
|                              |               |             |
| Name:                             | Richard J. Johnson |             |
|                              |               |             |
| Title:                            | EVP, COO           |             |
|                                   |                    |                  |  |  |  |

 

 

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**EXHIBITI**

**EMPLOYEE’SDISCLOSURE**

Gentlemen:

1. Except for theinformation and ideas listed below that rightfully became part of my generalknowledge prior to my first contact or communication with the Company or any ofits affiliates or related entities, I represent that I am not in the possessionof and have no knowledge of any information that can be considered theProprietary Information of Impac Mortgage Holdings, Inc., a Marylandcorporation (the “Company”), other than information disclosed by Company or anyof its affiliates or related entities during my employment negotiations or myprior employment with the Company or any of its affiliates or related entities,which I understand and agree is the Proprietary Information of Company or itsaffiliates or related entities, as the case may be.

Broad knowledge base inmortgages, mortgage originations, mortgage underwriting, all types of mortgagesecuritizations, derivatives, credit derivatives, Collateralized Debt and/orLoan Obligations, other fixed income securities, warehouse financing andrepurchase agreements. Knowledge of and business relationships with lenders,investors, ratings agencies, securities dealers, and other participants in theprimary and secondary mortgage markets.
|   |
|--------|
|   |

2. Except for the completelist of Inventions set forth below, I represent that I (in whole or in part,either alone or jointly with others) have not made, conceived, developed orfirst reduced to practice any Inventions relevant to the subject matter of myemployment with the Company prior to my employment with the Company or any ofits affiliates or related entities.
|        |   | No Inventions                                                                                           |
|--------|--------|---------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                    |
|   |   | See below:                                                                                              |
|   |   |                                                                                                    |
|   |   | Patent outstanding for the development of a scoring  methodology for agency mortgage backed securities. |
|   |   |                                                                                                    |
|   |   |                                                                                                    |
|   |   |                                                                                                    |
|   |   |                                                                                                    |
|   |   |                                                                                                    |
|   |   | Additional sheets attached                                                                              |

 
|        |   |   |                  |
|--------|--------|--------|------------------|
|   |   |   | Andrew McCormick |

 

 

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