**Exhibit 10.19**

 

**AAMES FINANCIAL CORPORATION**

**EXECUTIVE SEVERANCE PLAN**

**Amended and Restated as of August 4, 2005**

 

Aames Financial Corporation (the “Company”) has adopted theAames Financial Corporation Executive Severance Plan (the “Plan”) which describes the severance compensation and benefits, if any, which the Company will pay upon the termination of employment of certain highly-compensated, keyemployees. 

 

**I. PURPOSE**

 

1.1. General Purpose. This Plan is intended to provide severancebenefits to certain highly compensated, key employees of the Company who are terminated by the Company without Cause, or who resign voluntarily for Good Reason, as defined herein. This Plan amends and supersedes all prior severance plans applicableto Employees, as defined herein, including the Aames Financial Corporation Executive Severance Plan adopted September 18, 2003. 

 

1.2. Coverage Under ERISA. This Plan is an “employee welfare benefit plan” providing severance benefits, as defined in the EmployeeRetirement Income Security Act of 1974, as amended (“ERISA”). Benefits under the Plan are not vested and shall not be due or payable unless the employee meets all the requirements for eligibility set forth in Article III.

 

1.3. Plan Not Guarantee of Employment. The Plan doesnot constitute a guarantee of employment by the Company, and participation in the Plan will not give any individual the right to be retained in the employ of the Company, nor any right or claim to any benefit under the Plan, unless such right orclaim has specifically arisen under the Plan. The Company reserves all of its rights to discharge employees at-will or to amend or modify any of the terms and conditions of their employment. 

 

1.4. Other Plans. The Plan supersedes any and all severance plans,programs, arrangements or policies of the Company, whether written or oral, pursuant to custom or informal understanding, except any written employment agreement, severance agreement, retention agreement, or change in control agreement between anindividual employee and an Company. This Plan shall not be construed to adversely affect a Participant’s rights under the terms of any option on stock of the Company or any other award based on the stock of the Company. 

 

**II. DEFINITIONS**

 

2.1. Defined Terms. Whenever used in this Plan, unless the contextclearly indicates otherwise, the following words shall have the following meanings: 

 

“Administrator” means the Plan Administrator appointed by the Company pursuant to Section 5.1. 

 

“Board” means the Board of Directors of theCompany or any administrative committee appointed by the Board. 

“Cause” exists when a Participant shall have: (i) been determinedby a court of law to have committed any felony including, but not limited to, a felony involving fraud, theft, misappropriation, dishonesty, embezzlement, or any other crime involving moral turpitude, or if the Participant shall have been arrestedor indicted for violation of any criminal statute constituting a felony, provided the Company reasonably determines that the continuation of the Participant’s employment after such event would have an adverse impact on the operation orreputation of the Company or its affiliates; (ii) committed one or more acts of gross negligence or willful misconduct, either within or outside the scope of his employment that, in the good faith opinion of the Board, materially impair thegoodwill or business of the Company or cause material damage to its property, goodwill, or business, or would, if known, subject the Company to public ridicule; (iii) refused or failed to a material degree to perform his/her duties;(iv) violated any material written Company policy provided to the Participant during or prior to the term of employment; or (v) failed to meet applicable minimum production goals, or performance objectives or goals, if any. 

 

“Change in Control” shall be deemed tooccur if, (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the beneficial owner (as that term is used inSection 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of common stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally,(ii) the Company is merged, consolidated or reorganized into or with another corporation or another legal entity and, as a result of such merger, consolidation or reorganization, less than 50% of the combined voting power of thethen-outstanding securities of such corporation or entity immediately after such transaction is held in the aggregate by the holders of the combined voting power of the securities of the Company entitled to generally in the election of directors ofthe Company immediately prior to such transaction, (iii) individuals who constitute the Board of Directors at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination forelection by the Company’s shareholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iv) the Company undergoes aliquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding votingsecurities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. 

 

“Company” means Aames FinancialCorporation, together with each of its wholly-owned subsidiaries whose Boards of Directors have approved participation in this Plan. 

 

“Corporate Management Committee” means certain members of executive management of the Company appointed by the ChiefExecutive Officer and approved by the Board. A list of members of the Corporate Management Committee who are Participants shall be identified on Appendix A. 

 

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“Designated Executive Officer” means the certain executive officersidentified on Appendix A. 

 

“Employee” means any employee who is a member of senior or executive management of the Company other than the President and Chief Executive Officer. 

 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, andregulations issued thereunder. 

 

“GoodReason” means the occurrence of: (i) a reduction by the Company in the Participant’s annual base salary or any material adverse change in the terms or conditions of Participant’s aggregate annual bonus and/or quarterly bonusplan(s), if any, from that in effect on the date thereof, if any, which change is not pursuant to a program applicable to all comparably situated Employees of the Company; or (ii) the relocation of the Participant’s principal place ofemployment to a location outside of Orange County or Los Angeles County, California and which location is more than fifty (50) miles from the Participant’s principal residence****. 

 

“Participant” means any Employee who hasbeen designated by the Board as being eligible for benefits under this Plan and who has agreed in writing to be bound by the terms and conditions of this Plan. A list of Participants shall be contained in Appendix A. 

 

“Plan Year” means the fiscal year of thePlan and is the twelve (12) month period ending December 31, of each year. 

 

“Salary” means a Participant’s regular annual base salary from the Company as in effect on his date of termination,exclusive of bonus and all other forms of incentive or supplemental compensation. 

 

**III. PARTICIPATION**

 

3.1.Eligibility for Benefits. A Participant is eligible for benefits under this Plan if the Company terminates his employment without Cause, or the Participant terminates his employment voluntarily for Good Reason within sixty (60) daysafter he knew or should have known of such Good Reason, and no provision of Section 3.2 results in loss of eligibility. 

 

3.2 Loss of Eligibility. A Participant will not be eligible for benefits under this Plan if: 

 

(a) he voluntarily resigns his employment, without GoodReason, except pursuant to the terms of a Company-initiated layoff program which affirmatively solicits such Participant’s resignation; 

 

(b) he ceases to be an Employee as a result of disability, normal retirement or death; 

 

(c) he ceases to be an Employee as a result of discharge forCause; 

 

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(d) if the Company acquires knowledge of facts after the date of termination ofParticipant’s employment which, if known prior to termination, would have resulted in the discharge of Participant’s employment for Cause. In such case, Participant shall return upon written demand all benefits received pursuant to thisPlan; or 

 

(e) Participant violates thematerial terms of any employment agreement between Participant and Company, including, without limitation, the terms of any provisions prohibiting the use, disclosure or other misappropriation of the Company’s confidential and/or trade secretinformation; or 

 

(f) Participant violates theterms of or revokes the Severance and Release Agreement. 

 

**IV.SEVERANCE BENEFITS**

 

4.1. Benefits. The severancebenefit for Participants who are eligible for benefits under Section 3.1 and who have not lost eligibility under Section 3.2 as set forth in either subsection (a), (b) or (c) below: 

 

(a) Regular Severance: The regular severance benefitshall be equal to six (6) months’ Salary, or if a Participant has been employed for less than six (6) months, one (1) months’ Salary for each month of service as a full-time Employee; 

 

(b) Corporate Management Committee Severance: If aParticipant is a member of the Company’s Corporate Management Committee and is terminated without Cause, or the Participant terminates his employment for Good Reason within sixty (60) days after he knows or should known of such Good Reason, theseverance benefit available shall be in lieu of the severance benefit described in subsection (a) above and (c) below, equal to 

 

(i) twelve (12) months’ Salary or if a Participant has been employed for less than twelve (12) months, one(1) months’ Salary for each month of service as a full-time Employee, plus 

 

(ii) an additional twelve (12) months’ Salary, if the Participant is an Executive Vice President, other than a DesignatedExecutive Officer, and the termination occurs within ninety (90) days following a Change in Control, plus 

 

(iii) an annual bonus (the “Pro-Rated Bonus”) equal to the target annual bonus of the Participant for the year in whichemployment is terminated, based upon the Participant’s targeted bonus for that year, the Company’s achievement against the Company’s annual business plan through the quarter ending on or immediately prior the date employmentterminates, the Participant’s performance during the pro-rated bonus period and other factors set forth in the Company’s Executive Bonus Plan) multiplied by a fraction, the numerator of which is the number of days elapsed in the year inwhich Participant’s employment terminates of and the denominator of which is three hundred sixty-five (365); or 

 

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(c) Designated Executive Officer Severance: If a Participant is a DesignatedExecutive Officer and is terminated without Cause, or the Participant terminates his employment for Good Reason within sixty (60) days after he knows or should known of such Good Reason, the severance benefit available shall be in lieu of theseverance benefit described in subsection (a) and (b) above, equal to (i) twenty-four (24) months’ Salary or if a Participant has been employed for less than twelve (12) months, one (1) months’ Salary for each month of service as afull-time Employee, plus (ii) an annual bonus (the “Pro-Rated Bonus”) equal to the target annual bonus of the Participant for the year in which employment is terminated, based upon the Participant’s targeted bonus for that year, theCompany’s achievement against the Company’s annual business plan through the quarter ending on or immediately prior the date employment terminates, the Participant’s performance during the pro-rated bonus period and other factors setforth in the Company’s Executive Bonus Plan) multiplied by a fraction, the numerator of which is the number of days elapsed in the year in which Participant’s employment terminates of and the denominator of which is three hundredsixty-five (365). 

 

(d) No AdditionalBenefits. This Plan does not provide for the continuation of any other Company benefits upon termination of employment. Accordingly, unless the terms of the relevant benefit plans provide otherwise, on the date a Participant’s employmentterminates all benefits shall terminate, credited service under any pension plan sponsored by the Company or any of its subsidiaries or affiliates shall cease to accrue and all contributions to any plan, including without limitation any 401(k) plan,shall cease. 

 

4.2. Payment of Benefits. 

 

(a) Subject to Section 3.2, Section 4.2(b) andSection 4.3, severance benefits under Sections 4.1(a), 4.1(b)(ii) and 4.1(c)(i) shall be paid to the Participant in equal semi-monthly installments in accordance with the Company’s regularly scheduled pay periods, without interest,commencing with the date that would have been the Participant’s next regular pay date following seven (7) days after Participant’s execution and delivery of the Release described in subsection (b) below, and severance benefitsunder Sections 4.1(b)(iii) and 4.1(c)(ii) shall be paid within thirty (30) days, but not sooner than seven (7) days, after Participant’s execution and delivery of the Release required by subsection (b) below, without interest.

 

(b) Severance benefits shall be conditionedupon: (i) the Participant’s remaining current on all of such Participant’s debts to the Company, including but not limited to amounts owing on the Participant’s Company charge account, if any; (ii) the Participant’sexecution and delivery to the Administrator of a Severance and Release Agreement within the time period specified therein and the expiration of the seven (7) day right of revocation with respect thereto, in the form substantially similar to theform annexed hereto as Appendix B, which may be amended by the Administrator from time to time); and (iii) no loss of benefit eligibility pursuant to Section 3.2 . 

 

4.3. Withholding. All payments with respect to a Participant under the Plan will be subject to such deductions as maybe required to be made pursuant to law, government regulations or order, or by agreement with or consent of the recipient. All tax liability of the recipient resulting from the payments under the Plan shall be the responsibility of the recipient.

 

4.4. Other Benefits. The Severance Benefit to which aParticipant is entitled under this Section 4 shall be payable in addition to, and not in lieu of, all other compensation and 

 

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benefits accrued by the Participant that are not conditioned upon the Participant’s involuntary termination of employment, including but not limited to,accrued vacation pay and benefits payable under any life insurance, medical or disability plan. A Participant’s coverage under any life, medical, accidental death and dismemberment, long-term disability and other welfare benefit plan maintainedby the Company shall cease upon the termination of the Participant’s employment, notwithstanding his or her receipt of a Severance Benefit under the Plan, subject to the Participant’s rights, if any, under the terms of such plans toextend, convert or otherwise continue coverage following termination of employment. Benefits under the Plan shall not be taken into account for purposes of eligibility, vesting or benefit accrual under any qualified or non-qualified retirement ordeferred compensation plan maintained by the Company, and active participation in all such plans shall cease as of the date of his or her termination of employment. 

 

4.5. Mitigation. The benefits provided under this Article IV are the maximum benefits that the Company will pay underthe Plan as a result of termination of employment. To the extent that a federal, state or local law requires the Company to make a payment to a Participant because of failure to provide sufficient notice of termination, the amount of benefits dueunder this Plan shall be reduced by the benefits required to be paid under such law. Further, the benefits payable under this Plan shall be the sole and exclusive benefit payable to a Participant upon termination of employment from the Company. Nolegal obligation is created by this Plan document to pay benefits greater than the benefit determined in accordance with the two preceding sentences. 

 

4.6. Death of Participant. In the event a Participant dies after payments have commenced but before completion of all payments underSection 4.1, the remaining payments shall be paid to his estate within ninety (90) days following the Administrator’s receipt of such documentation as it may require evidencing the Participant’s death. 

 

4.7. Documentation and Claim for Benefits. Normally, the Company shallinform a Participant of his eligibility for benefits hereunder, which case Participant will be presented with the Release referred to in Section 4.2(b) above. Any other Participant who believes he is eligible for benefits may file a claim forbenefits by submitting to the Administrator a written request for benefits, pursuant to Section 5.9, below. 

 

**V. ADMINISTRATION**

 

5.1. Administrator. As defined in Section 3(16)(A) of ERISA, the Administrator of the Plan shall be the Compensation Committee of the Board, or such other person as the Board may from time to timedesignate. The Administrator shall be charged with the interpretation, administration and operation of the Plan. 

 

5.2. Delegation of Duties. The Administrator may delegate to any person or persons, severally or jointly, the responsibility for the preparationand filing of all disclosure material and reports which the Administrator is required to file by law, and the responsibility for the day to day operation of the Plan. 

 

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5.3. Rules and Regulations. The Administrator, subject to the provisions of the Plan, may adoptsuch rules and regulations as he deems necessary to carry out the provisions of the Plan. 

 

5.4. Notice to Employees. The Administrator shall cause to be furnished to each Participant who so requests a copy of a summary of the Plan and any amendments thereto. Such summary shall set forth theParticipant’s rights and duties with respect to the benefits available under the Plan. Any decisions of the Administrator respecting an Employee’s right to become a Participant or the right of a Participant to benefits under the Plan shallbe furnished to the Employee or Participant in writing. 

 

5.5.Administrative Discretion. The Administrator shall have discretion to select an Employees to become a Participant under the Plan (where upon such Employee’s name shall be added to Appendix A), to remove Employees as Participants underthe Plan (where upon such Employee’s name shall be removed from Appendix A) and to make all determinations with respect to an Employee’s eligibility for benefits under this Plan. The Administrator shall have full power to interpret theterms of the Plan, and any decision it makes with respect to eligibility or ineligibility, and a Participant’s or his beneficiary’s rights or benefits shall be final and binding and shall be entitled to the maximum deference permitted bylaw. The Administrator shall be responsible for the ongoing administration of Plan benefits, including evaluation of the Participant’s continued entitlement to benefits, processing claims and paying benefits. 

 

5.6. Government Reports. The Administrator shall cause to be submittedannually to the Secretary of Labor and other required governmental agencies the reports and statements, if any, required under ERISA. 

 

5.7. Compensation and Expenses of Administrator. The Administrator shall serve without compensation for his services as such, but all expenses ofthe Plan and the Administrator shall be paid by the Company. 

 

5.8. Indemnification. The Company shall indemnify the Administrator and hold him harmless from any and all claims, losses, damages, expenses (including reasonable fees of counsel approved by the Company), and liability (including anyreasonable amounts paid in settlement with the Company’s approval), arising from any act or omission of such Administrator except when the same is judicially determined to be due to the gross negligence or willful misconduct of suchAdministrator. 

 

5.9. Benefit Claims Procedure. Inaccordance with Section 503 of ERISA and the regulations of the Secretary of Labor prescribed thereunder: 

 

(a) All claims for benefits under this Plan shall be filed in writing with the Administrator in accordance with this Section 5.9, oras otherwise provided in written procedures which may be established by the Administrator. 

 

(b) The Administrator shall, within a reasonable period of time not to exceed ninety (90) days after receipt of a written claim forbenefits, provide a written benefit determination to the claimant along with any information required by law or the procedures which may be established by the Administrator shall. If special circumstances require an extension of time for processingthe claim, the Administrator 

 

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shall furnish the claimant a written notice of such extension prior to the expiration of the 90-day period. The extension notice shall indicate the specialcircumstances requiring the extension and the date by which the plan expects to render the benefit determination, which date shall not be more than one hundred eighty (180) days after the Administrator’s receipt of the claim for benefits.

 

(c) The claimant shall have a reasonableopportunity to appeal an adverse benefit determination to the Administrator, under which there will be a full and fair review of the claim and the adverse benefit determination. The claimant shall have sixty (60) days after his receipt of theadverse benefit determination within which to appeal the determination. The claimant may submit written comments, documents, records, and other information relating to the claim for benefits, and the Administrator shall take the same into account inconducting its review without regard to whether such information was submitted or considered in the initial benefit determination. The claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents,records, and other information relevant to the claimant’s claim for benefits. The Administrator will notify the claimant of the Plan’s benefit determination on review within a reasonable period of time, not to exceed sixty (60) daysafter receipt of the claimant’s request for review. If special circumstances require an extension of time for processing the claim, the Administrator shall furnish the claimant with a written notice of such extension prior to the expiration ofthe sixty (60)-day period. The extension notice shall indicate the special circumstances requiring the extension and the date by which the Plan expects to render the benefit determination, which date shall not be more than one hundred twenty(120) days after the Administrator’s receipt of the request for review. 

 

**VI. MISCELLANEOUS**

 

6.1.Right to Amend or Terminate. 

 

(a) TheCompany reserves the right to amend, modify or terminate the Plan, in whole or in part, at any time for any reason; provided, however, that any such amendment, modification or termination shall not detrimentally affect the right of any Participantto claim benefits under the provisions of Article IV if the Participant’s termination of employment occurred prior to the date of adoption by the Company of such amendment, modification or termination or until 180 days after the date ofadoption by the Company of such amendment, modification or termination, and delivery of written notice of such amendment, modification or termination to the Participant. No amendment or modification and no termination of the Plan shall be effectiveunless and until the action to be taken is set forth in a written document, which is ratified or approved by the Board. By adoption of the Plan, each subsidiary has delegated to the Board its right to adopt any amendment, modification or terminationof the Plan, and to the Administrator the right to decide all matters affecting its Employees (subject to the foregoing provisions of this paragraph (a) limiting the Board’s authority to amend, modify or terminate the Plan). Eachsubsidiary adopting this Plan reserves the right to withdraw from further participation in this Plan at any time by action of its board of directors; provided, however, that any such withdrawal shall not detrimentally affect the right of anyParticipant to claim benefits under the provisions of Article IV if the 

 

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Participant’s termination of employment occurred prior to the date of adoption by the board of directors of the subsidiary of such withdrawal.

 

6.2. Benefits Payable from General Assets. Benefitspayable hereunder shall be paid as needed solely from the general assets of the Company, to the extent available, and no person entitled to payment hereunder shall have any claim, right, security interest, or other interest in any fund, trustaccount, insurance contracts or other asset of the Company which may be looked to for such payment. 

 

6.3. No Contract for Continued Services. The Plan shall not be construed as creating any contract for continued services between the Company andany Employee or Participant, and nothing herein contained shall give any Employee or Participant the right to be retained as an Employee of the Company or affect the Company’s right to terminate an Employee at any time for any reason. Nothingherein shall be deemed to amend, modify or delete the Company’s policy of at-will employment. 

 

6.4. Governing Law. This Plan shall be construed, administered and enforced in accordance with ERISA. 

 

6.5. Definition of Words. Feminine pronouns shall be substituted forthose of the masculine form, the plural shall be substituted for the singular, and vice-versa, in any place or places herein where the context may require such substitution or substitutions. 

 

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