exv10w4





Exhibit 10.4







March 15, 2010




Mark J. O’Brien

4919 W. Bay Way Drive



Tampa, FL 33629



Dear Mark:



On or about December 23, 2008, you entered into an agreement pursuant to which you would act as the
Chairman of the Board of Directors and Chief Executive Officer of Walter Investment Management
Corp. (the “Company”), the surviving entity following the merger of JWH Holding Company, LLC
(“JWHHC”) with Hanover Capital Mortgage Holdings, Inc. (“HCM”) pursuant to the Agreement and Plan
of Merger entered into between JWHHC and HCM. You have been acting in that capacity since April 17,
2009, however, you and the Company agree that there is a need to clarify or amend certain of the
provisions of your December 23, 2008 agreement. This letter is intended to amend and restate your
initial agreement and this agreement (the “Agreement”) will be the sole obligation of the Company
with respect to your employment; it being specifically understood that this Agreement does not
supersede any provisions of any individual long term incentive or other benefit plans or programs
to which you may be a party. The term of this Agreement shall continue until the close of business
on April 17, 2012 (the “Term”). Thereafter, the Term shall automatically extend annually for one
year terms (any then current period of extension being referred to as the Term) unless and until
terminated as provided herein. While employed during the Term, you agree to devote, during normal
business hours during business days, your full time and efforts to advancing the Company’s
interests; provided, however, that you may continue engaging in the other business and investment
activities you are currently engaged in so long as such activities are not directly competitive
with the Company’s business and do not prevent you from carrying out your duties as Chairman of the
Board of Directors and Chief Executive Officer of the Company.



The purpose of this amended and restated letter is to ratify and confirm your acceptance of the
terms of your employment as set forth herein. Any capitalized terms not defined herein shall have
the definition set forth in the Appendix hereto.





	1.	 	As the Chairman of the Board of Directors and Chief Executive Officer of the Company, you
shall report to and serve at the direction of the Board of Directors of the Company. In your
capacity as Chairman of the Board of Directors and Chief Executive Officer of the Company, you
will be responsible for directing all aspects of the business of the Company.











 









 









	2.	 	During the Term of this Agreement your annual compensation package will be as follows:






	 	(a)	 	Base Salary
Your Base Salary will be $500,000 per year which will be subject to annual review and
increase (but not decrease) to the extent deemed appropriate by the Compensation
Committee and paid in accordance with the payroll practices of the Company, as they
may change from time to time.
	 
	 	(b)	 	Bonus
	 
	 	 	 	Your annual target bonus will be 100% of your Base Salary, or $500,000 at your
current Base Salary, with the potential to increase your bonus to a maximum of 200%
of your Base Salary (i.e., $1,000,000 at your current Base Salary) subject to
increase as your Base Salary increases, provided, however, that the actual amount of
your bonus will be dependent upon the achievement of the Company’s annual financial
and other goals consistent with those established for other members of executive
management, as well as the accomplishment of any individual objectives, established
annually by the Board of Directors (the actual bonus awarded in any given year, which
may be greater or less than your target bonus is referred to herein as your “Annual
Bonus” for that year). Except as provided in sections 6(a), (b) and (d) below, to
receive any Annual Bonus, you must be employed through the end of the year for which
the bonus is payable (the “Bonus Year”). The bonus for a Bonus Year will be payable
to you during the next following year (the “Bonus Payment Year”) immediately upon the
closing of the Company’s books for the Bonus Year, but not later than March 14 of the
Bonus Payment Year (the “Bonus Payment Date”).
	 
	 	(c)	 	Benefits






	 	(i)	 	You will be entitled to receive from the Company prompt reimbursement for
all reasonable out-of-pocket business expenses incurred by you in the
performance of your duties hereunder, in accordance with the most favorable
policies, practices and procedures of the Company relating to reimbursement of
business expenses incurred by Company directors, officers or employees in
effect at any time during the 12 month period preceding the date you incur the
expenses; provided, however, that any such expense reimbursement will be made
no later than the last day of the calendar year following the calendar year in
which you incur the expense, will not affect the expenses eligible for
reimbursement in any other calendar year, and cannot be liquidated or
exchanged for any other benefit.
	 
	 	(ii)	 	Participation in the Company’s group life and health
insurance benefit programs generally applicable to executives in Tampa in
accordance with their terms, as they may change from time to time. Such group
life and health insurance benefits shall be at least comparable to those
provided to the chief executive officer of similar-size companies engaged in a
business similar to the Company’s business.
	 




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	 	(iii)	 	Participation in the Company’s retirement plan, generally
applicable to salaried employees in Tampa as it may change from time to time
and in accordance with its terms. Your eligibility to participate will be
consistent with the requirements of ERISA. Such retirement plan benefits
shall be at least comparable to those provided
to the chief executive officer of similar-size companies engaged in a business
similar to the Company’s business.
	 
	 	(iv)	 	Participation in the Company’s long-term incentive plan(s),
as such plan(s) may be in effect from time to time. For 2010 your annual
long-term incentive opportunity will have an economic value of $625,000 as of
the effective date of the award. Thereafter, the annual economic value shall
be determined by the Compensation Committee. The components of any award and
the methodology for determining the economic value shall be as provided in the
plan(s) or otherwise as determined by the Compensation Committee in its
discretion. Notwithstanding the foregoing, except to the extent inconsistent
with the terms and conditions of the plan(s), any award agreements shall be
consistent with the terms and conditions of this Agreement. In particular,
with respect to the award of annual equity grants any such grants will (a)
vest over a period that is no longer than one-third per year over three years,
(b) option grants will have a minimum 10-year term, and (c) upon your death,
Disability, your Constructive Termination, Retirement (except as otherwise
provided below), or upon a Change in Control of the Company, vesting will
accelerate. Subject to the foregoing, the specific terms of your annual
long-term incentive opportunity will be mutually agreed upon and set forth in
separate grant agreements.
	 
	 	(v)	 	30 days of annual vacation to be used each year in accordance
with the Company’s vacation policy, as it may change from time to time.
	 
	 	(vi)	 	You will receive a monthly auto allowance of $2,000, subject
to the usual withholding taxes.
	 
	 	(vii)	 	You may use company-owned, leased or chartered aircraft for
your business travel as appropriate. However, you will not use any
company-owned, leased or chartered aircraft for personal travel at company
expense, except in the case of a family emergency and with the prior approval
of the Chairman of the Compensation Committee, or in the event of his
unavailability, the Chairman of the Corporate Governance Committee. You will
not be required to reimburse the Company for the cost of any such pre-approved
emergency travel, but the value of such travel will be taxable to you in
accordance with applicable IRS regulations. You shall not pilot company
aircraft or leased or chartered aircraft used for company business.
	 
	 	(viii)	 	Your Benefits under this Agreement, including grants to you under the
Company’s long-term incentive plan(s), will be subject to periodic review and
increase by the Compensation Committee.




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	 	(d)	 	Recapitalization






	 	 	 	Any equity award agreement will provide that in the event of any change in the
capitalization of the Company such as a stock spilt or a corporate transaction such
as a merger, consolidation, separation or otherwise, the number and class of RSU’s or
options, as the case may be, shall be equitably adjusted by the Company’s
Compensation and
Human Resources Committee, in its sole discretion, to prevent dilution or enlargement
of rights.






	3.	 	It is specifically agreed and understood that, notwithstanding any stated Term of this
Agreement, your employment with the Company is to be at will, and either you or the Company
may terminate the employment relationship at any time for any reason, with or without cause,
and with or without notice to the other; nothing herein or elsewhere constitutes or shall be
construed as a commitment to employ you for any period of time.
	 
	4.	 	You agree that all inventions, improvements, trade secrets, reports, manuals, computer
programs, systems, tapes and other ideas and materials developed or invented by you during the
period of your employment with the Company, either solely or in collaboration with others,
which relate to the actual or anticipated business or research of the Company, which result
from or are suggested by any work you may do for the Company, or which result from use of the
Company’s premises or the Company’s or its customers’ property (collectively, the
“Developments”) shall be the sole and exclusive property of the Company. You hereby assign to
the Company your entire right and interest in any such Developments, and will hereafter
execute any documents in connection therewith that the Company may reasonably request.
	 
	5.	 	As an inducement to the Company to make this offer to you, you represent and warrant that you
are not a party to any agreement or obligation for personal services that would prevent you
from performing your duties as Chairman of the Board and Chief Executive Officer of the
Company hereunder, and there exists no impediment or restraint, contractual or otherwise on
your power, right or ability to accept this offer and to perform the duties and obligations
specified herein.
	 
	6.	 	In the event of a termination or cessation of your employment with the Company for any
reason, the Term shall expire (except as specifically provided herein) as of the date of such
termination or cessation and the sole rights and obligations of the Company in connection with
your termination shall be those provided under the relevant provision below.






	 	(a)	 	In the event of your death or Retirement during the Term, the Company will pay
to you, your beneficiaries or your estate, as the case may be, as soon as practicable
after your death or Retirement (with the exception of subsection (iii) below which will
be paid in the Bonus Payment Year) (i) the unpaid Base Salary through the date of your
death or Retirement, plus payment of any bonus amount payable to you (as determined by
the Compensation Committee), in respect of any bonus period ended prior to your
termination of employment




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	 	 	 	(collectively, the “Compensation Payments”), (ii) for any
accrued but unused vacation days, to the extent and in the amounts, if any, provided
under the Company’s usual policies and arrangements (the “Vacation Payment”), and (iii)
the Annual Bonus, in respect of the fiscal year in which your termination occurs,
multiplied by (x) the number of days prior to your termination during such fiscal year,
divided by (y) 365 (the “Prorated Bonus”), which payment shall be made on the Bonus
Payment Date for the year in which your death or Retirement occurs.
	 
	 	(b)	 	In the event you suffer a Disability the Company may terminate your employment
on written notice thereof, and the Company will pay you (i) amounts payable pursuant to
the terms of any applicable disability insurance policy or similar arrangement (if any)
that the Company maintains, (ii) the Compensation Payments, (iii) the Vacation Payment
and (iv) the Prorated Bonus.
	 
	 	(c)	 	In the event your employment is terminated by the Company for Cause or by you
other than as a result of Constructive Termination, Disability, Retirement, or death,
the Company will pay to you (i) unpaid Base Salary through the date of your
termination, plus (ii) the Vacation Payment, and you will be entitled to no other
compensation, except as otherwise due to you under applicable law or the terms of any
applicable plan or program. You will not be entitled, among other things, to the
payment of any unpaid bonus payments in respect of any period prior to your termination
of employment.
	 
	 	(d)	 	In the event you are subjected to Involuntary Termination other than for Cause,
Disability or death, or you terminate your employment as a result of Constructive
Termination, the Company will (i) pay to you the Compensation Payments, the Vacation
Payment, and the Prorated Bonus, (ii) continue to pay your Base Salary then in effect
and Annual Bonus (which shall be in an amount that is consistent with other
Company executives of your level), for a period of 18 months after your
termination, paid in the same periodic installments as such Base Salary and during the
same Bonus Payment Year (as the case may be) as you would have been paid had you
remained on the Company’s ordinary payroll during such period; and (iii) you will be
entitled to continued participation in benefits, to the extent the plans allow, until
the earlier of the 18 month anniversary of the termination date or until you are
eligible to receive comparable benefits from subsequent employment. For purposes of
clarification, the period of the foregoing severance for salary, bonus and benefits
shall be 18 months regardless of how much time remains in the then current Term of this
Agreement. For example, there shall be no additional period of severance if the
balance of the then current Term at the time of termination exceeds 18 months, nor
shall there be a reduction in severance if the balance of the then current Term at the
time of termination is less than 18 months. Moreover, you will remain entitled to the
foregoing severance notwithstanding the Company’s failure to extend any Term beyond its
expiration date. Regarding your Annual Bonus, by way of example should you be
terminated on June 30 of 2010, you will be paid the Prorated Bonus for the year in
which you were terminated (which is equal to the Annual Bonus for such year prorated
for the period from the Effective Date through June 30), plus the balance of the Bonus
for 2010 (i.e., the Annual Bonus for the first six months of your 18 month severance
period), plus the full Annual Bonus for 2011 (the Annual Bonus for the remaining 12
months of the




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	 	 	 	18 month severance period). Payment of the foregoing severance is
subject to your execution, delivery and non-revocation of the release attached hereto
as Appendix 2 within thirty (30) days following the termination of your employment, and
your resignation, effective as of the date of your termination of employment, as an
officer and/or director of the Company or any of its subsidiaries or affiliates.
The COBRA election period will not commence until the expiration of that 18 month
period. The amount of expenses eligible for reimbursement, or in-kind benefits
provided, during a calendar year may not affect the expenses eligible for
reimbursement, or the in-kind benefits to be provided, in any other calendar year.
Your right to reimbursement or in-kind benefits is not subject to liquidation or
exchange for another benefit. Payment will be provided only if the filing of the claim
for payment and completion of the reimbursement payment can reasonably be completed by
the
end of the calendar year following the year in which the expense is incurred. In
order to be entitled to the foregoing in the event of Constructive Termination, you
must provide written notice, including details describing the basis of your claim, to
the Company within 60 days of the occurrence of the event(s) giving rise to a claim
of Constructive Termination and the Company will have 30 days to remedy any
non-compliance. In the event the Company fails or is unable to remedy any
non-compliance, the effective date of your termination of employment shall be 90 days
from the date the Company received notice, unless otherwise agreed by you and the
Company. Should you fail to provide the foregoing notice, you will thereafter be
barred from receiving benefits based upon the events giving rise to the claim.
	 
	 	(e)	 	Treatment of Grants of Equity — Any grants of equity that you may receive
subsequent to the date of this Agreement, and the disposition of such awards in the
event of the occurrence of any of the circumstances set forth in subsections (a) – (d)
above, shall be subject to the terms and conditions of the plan(s) or program(s) under
which the awards are granted; provided, however, that to the extent not inconsistent
with such plan(s) or program(s), any such awards will provide that, in the event of
termination pursuant to (i) subsections (a) or (b) above, or as a result of
Constructive Termination, all outstanding equity awards will immediately vest and any
restrictions shall lapse (provided, however, that in the case of Retirement such
immediate vesting will only apply to grants that vest after April 17, 2012 – any grants
that are due to vest prior to April 17, 2012 but have not vested as of the time of
Retirement shall be forfeited), or (ii) subsection (c) or (d) above, other than as a
result of Constructive Termination, all unvested awards will be forfeited, subject to
the discretion of the Board of Directors to vest some or all of these awardd. For
purposes of clarification, the restricted stock units awarded to you in connection with
the spin-off of Walter Investment Management, LLC from Walter Industries on April 17,
2009 will not be subject to forfeiture under this Agreement. In the event of a Change
of Control, you will not have the right to terminate your employment, other than as
otherwise permitted in this Agreement; however, upon such Change of Control, all
unvested equity will immediately vest and all restrictions on any stock awarded shall
lapse.






	7.	 	Non-Compete. It is understood and agreed that the Company and you will have substantial
relationships with specific businesses and personnel, prospective and existing, vendors,
contractors, customers, and employees of the Company that result in the creation of customer
goodwill. Therefore, except with respect to business and investment activities you are
currently engaged in, following the termination of employment under this Agreement for any
reason and continuing for a period of eighteen (18) months from the date of such termination,




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	 	 	so long as the Company or any subsidiary, affiliate, successor or assigns thereof is in the
residential real estate mortgage servicing business or directly related businesses within the
Restricted Area, unless the Board of Directors approves an exception, you shall not, directly
or indirectly, for yourself or on behalf of, or in conjunction with, any other person,
persons, company, partnership, corporation, business entity or otherwise:






	 	(a)	 	Call upon, solicit, write, direct, divert, influence, or accept residential
real estate mortgage servicing and directly related business (either directly or
indirectly) with respect to any account or customer or prospective customer of the
Company or any corporation controlling, controlled by, under common control with, or
otherwise related to the Company, including but not limited to Walter Investment
Management
Corp., Hanover Capital Mortgage Holdings, Inc., Walter Mortgage Company, or any other
affiliated companies; or
	 
	 	(b)	 	hire away any independent contractors or personnel of the Company and/or entice
any such persons to leave the employ of the Company or its affiliated entities without
the prior written consent of the Company






	8.	 	Non-Disparagement. Following the termination of employment under this Agreement for any
reason and continuing for so long as the Company or any affiliate, successor or assigns
thereof carries on the same business within the Restricted Area, neither you nor any director
or executive officer of the Company shall, directly or indirectly, for yourself or itself or
on behalf of, or in conjunction with, any other person, persons, company, partnership,
corporation, business entity or otherwise:






	 	(a)	 	Make any statements or announcements or permit anyone to make any public
statements or announcements concerning your termination with the Company, or
	 
	 	(b)	 	Make any statements that are inflammatory, detrimental, slanderous, or negative
in any way to the interests of you or the Company or its affiliated entities as the
case may be.
	 
	 	(c)	 	Nothing in this section shall prevent either party from testifying or
responding truthfully to any request for discovery or testimony in any judicial or
quasi-judicial, proceeding or any government inquiry, investigation or other
proceeding.






	9.	 	You acknowledge and agree that you will respect and safeguard the Company’s property, trade
secrets and confidential information. You acknowledge that the Company’s electronic
communication systems (such as email and voicemail) are maintained to assist in the conduct of
the Company’s business and that such systems and data exchanged or stored thereon are Company
property. In the event that you leave the employ of the Company, you will not disclose any
Company trade secrets or confidential information you acquired while an employee of the
Company to any other person or entity, including without limitation, a subsequent employer, or
use such information in any manner.




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	10.	 	Tax Compliance Delay in Payment. If the Company reasonably determines that any payment or
benefit due under this Agreement, or any other amount that may become due to you after
termination of employment, is subject to Section 409A of the Code, and also determines that
you are a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, upon your
termination of employment for any reason other than death (whether by resignation or
otherwise), no amount may be paid to you or on your behalf earlier than six months after the
date of your termination of employment (or, if earlier, your death) if such payment would
violate the provisions of Section 409A of the Code and the regulations issued thereunder, and
payment shall be made, or commence to be made, as the case may be, on the date that is six
months and one day after your termination of employment (or, if earlier, one day after your
death). For this purpose, you will be considered a “specified employee” if you are employed
by an employer that has its stock publicly traded on an established securities market or
certain related entities have their stock traded on an established securities market and you
are a “key
employee”, with the exact meaning of “specified employee”, “key employee” and “publicly
traded” defined in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder.
Notwithstanding the above, the Company hereby retains discretion to make determinations
regarding the identification of “specified employees” and to take any necessary corporate
action in connection with such determination.
	 
	11.	 	You acknowledge and agree that you have read this Agreement carefully, have been advised by
the Company to consult with an attorney regarding its contents, and that you fully understand
the same.
	 
	12.	 	It is agreed and understood that this acceptance letter shall constitute our entire agreement
with respect to the subject matter hereof and shall supersede all prior agreements,
discussions, understandings and proposals (written or oral) relating to your employment with
the Company. This letter agreement will be interpreted under and in accordance with the laws
of the State of Florida without regard to conflicts of laws principles of such State. The
parties hereto shall first seek to resolve any dispute over the terms and conditions or
application of this Agreement through binding arbitration pursuant to the rules of the
American Arbitration Association (“AAA”). The arbitration will be heard by one arbitrator to
be chosen as provided by the rules of the AAA and shall be held in Tampa, Florida. If you
prevail in the dispute, the Company will pay your reasonable fees and costs in connection with
the matter (including attorneys fees). Whether you have prevailed or not shall be determined
by the arbitrator or if the arbitrator declines to determine whether or not you have
prevailed, you will be deemed to have prevailed if, in the case of monetary damages you
receive in excess of 50% of what you demanded. Notwithstanding the foregoing, in the event of
a breach or threatened breach of the provisions of section 7-9, the party that is in breach or
in threatened breach acknowledges and agrees that the other party will suffer irreparable harm
that is not subject to being cured with monetary damages and that the Company shall be
entitled to injunctive relief in a state court of the State of Florida.
	 
	13.	 	You and the Company intend that payments and benefits under this Agreement comply with Code
Section 409A and the regulations and guidance promulgated thereunder (collectively




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	 	 	“Code
Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith. In the event that any provision of this Agreement
is determined by you or the Company to not comply with Code Section 409A, the Company shall
fully cooperate with you to reform the Agreement to correct such noncompliance to the extent
permitted under any guidance, procedure, or other method promulgated by the Internal Revenue
Service now or in the future that provides for such correction as a means to avoid or mitigate
any taxes, interest, or penalties that would otherwise be incurred by you on account of such
non-compliance.





REMAINDER OF PAGE INTENTIONALLY BLANK






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If the terms contained within this letter are acceptable, please sign one of the enclosed copies
and return it to me in the envelope provided and retain one copy for your records.



Very truly yours,




Stuart D. Boyd

V.P., General Counsel and Secretary




ACCEPTANCE



I have read the foregoing, have been advised to consult with counsel of my choice concerning the
same, and I fully understand the same. I approve and accept the terms set forth above as governing
my employment relationship with the Company.



Signature                                                              Date         
           














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APPENDIX 1

DEFINITIONS



“AAA: shall have the meaning set forth in Section 12.



“Agreement” shall have the meaning set forth in the introductory paragraph of this Agreement.



“Annual Bonus” shall have the meaning set forth in Section 2(b) of this Agreement.



“Base Salary” shall have the meaning set forth in Section 2(a) of this Agreement.



“Bonus Payment Date” shall have the meaning set forth in Section 2(b)



“Bonus Payment Year” shall have the meaning set forth in Section 2(b) of this Agreement.



“Bonus Year” shall have the meaning set forth in Section 2(b) of this Agreement.



“Cause” shall mean (A) conviction of a felony arising from any act of fraud, embezzlement or
willful dishonesty in relation to the business or affairs of the Company, or (B) conviction of, or
pleas of guilty or nolo contendre to any other felony which is materially injurious to the Company
or its reputation or which compromises your ability to perform your job function, and/or act as a
representative of the Company, or (C) a willful failure to attempt to substantially perform your
duties (other than any such failure resulting from your Disability), after a written demand for
substantial performance is delivered to you that specifically identifies the manner in which the
Company believes that you have not attempted to substantially perform such duties, and you have
failed to remedy the situation, to the extent possible, within fifteen (15) business days of such
written notice from the Company or such longer time as may be reasonably required to remedy the
situation, but no longer than forty-five (45) calendar days. For purposes of this definition, no
act or failure to act on your part shall be considered to be Cause if done, or omitted to be done,
by you in good faith and with the reasonable belief that the action or omission was in the best
interest of the Company or a Company subsidiary. The decision to terminate your employment for
Cause, to take other action or to take no action in response to such occurrence shall be in the
sole and exclusive discretion of the Board of Directors. If the Board of Directors terminates your
employment for Cause, the Company shall deliver written notice of such termination to you, which
notice shall include the factual basis for your termination, and such termination shall be
effective immediately upon service of such written notice.



“Change in Control” shall mean a change of ownership of the Company, a change in the effective
control of the Company, or a change in the ownership of a substantial portion of the assets of the
Company within the meaning of Treas. Reg. 1.409A-3(i)(5). To be entitled to severance benefits
under this paragraph you must terminate employment from the Company. For this purpose, your
termination of employment must be considered a “separation from service” within the meaning of Code
§409A(a)(2)(A)(i) and any guidance or regulations issued thereunder.




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“Code” shall mean the Internal Revenue Code.



“Code Section 409A” shall have the meaning set forth in Section 13.



“Company” shall have the meaning set forth in the introductory paragraph of this Agreement.



“Compensation Committee” shall mean the Compensation and Human Resources Committee of the Board of
Directors of the Company



“Compensation Payment” shall have the meaning set forth in Section 6(a)(i).



“Constructive Termination” shall mean, without your written consent: (a) a material failure of the
Company to comply with the provisions of this agreement, (b) a material diminution of your position
(including status, offices, title and reporting relationships), duties or responsibilities or pay,
(c) any purported termination of your employment other than for Cause, or (d) if you are required
to relocate more than 50 miles from the Company’s Tampa, Florida location; provided however, that
any isolated, insubstantial or inadvertent change, condition, failure or breach described under
subsections (a) – (d) above which is not taken in bad faith and is remedied by the Company promptly
after the Company’s actual receipt of notice from you as provided in section 6(d) shall not
constitute Constructive Termination. For purposes of this Agreement, a material diminution in pay
shall not be deemed to have occurred if the amount of your bonus fluctuates due to (i) a
failure of the Company to meet financial targets or performance considerations under the Company’s
executive incentive plan or other Company incentive plan applicable to you and in effect from time
to time, or (ii) you experience a reduction in salary that is relatively comparable to reductions
imposed upon all senior executives in the Company. To be entitled to severance benefits on the
basis of Constructive Termination the event causing Constructive Termination must not be
implemented for the purpose of avoiding the restrictions of the Code Section 409A restrictions.



“Developments” shall have the meaning set forth in Section 4.



“Disability” shall mean (a) your inability or failure to perform your duties hereunder for a period
of ninety (90) consecutive days or a total of one hundred twenty (120) days during any twelve (12)
month period due to any physical or mental illness or impairment, or (b) a determination by a
medical doctor chosen by the Company to the effect that you are substantially unable to perform
your duties hereunder due to any physical or mental illness or impairment.



“HCM” shall have the meaning set forth in the introductory paragraph of this Agreement.



“Involuntary Termination” shall mean your termination from employment due to the independent
exercise of unilateral authority by the Company to terminate your services, other than due to your
implicit or explicit request, where you are willing and able to continue performing services. The
determination of whether a termination of employment is involuntary is based on all the facts and
circumstances. Any reference in this Agreement to “termination of employment” shall mean
“separation from service” within the meaning of Treas. Reg. 1.409A-1(h).




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“JWHHC” shall have the meaning set forth in the introductory paragraph of this Agreement.



“Prorated Bonus” shall have the meaning set forth in Section 6(a)(iii).



“Restricted Area” shall mean the residential real estate mortgage servicing and directly related
industries in which the Company competes at the time of your separation.



“Retirement” shall mean, your voluntary termination of employment after such time as either you
have reached the age of 60, or the sum of your age and years of service with the Company exceeds
70; provided, however, that, in either case, you provide the Company with at least 6 months written
notice of your intention to retire, or such lesser time as the Company may agree.



“Term” shall have the meaning set forth in the introductory paragraph of this Agreement.



“Vacation Payment” shall have the meaning set forth in Section 6(a)(ii).








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APPENDIX 2

SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS




     This Separation Agreement and General Release of Claims (“Release”) is entered into by and
between Walter Investment Management Corp., and its subsidiaries, predecessors, successors,
assigns, affiliates, insurers and related entities, (hereinafter collectively referred to as
“Employer”) and ___(hereinafter “Employee”). In consideration for the mutual
promises set forth below, Employer and Employee agree as follows:



     1. Employer and Employee are parties to a contract of employment (“Employment Contract”) to
which this Release has been attached and incorporated by reference. Employee’s employment with
Employer has been terminated and, pursuant to the terms of the Employment Contract, Employee must
execute this Release in order to receive the severance set forth in the Employment Contract.



     2. In consideration for the promises and covenants set forth in the Employment Contract and
this Release, including, specifically but without limitation, the general release set forth in
paragraph 3 below, Employee will be paid [insert the severance set forth in the appropriate
subsection of section 6 of the Employment Contract]. Payments to Employee will be made at such
times as are set forth in the Employment Contract.



     3. Employee agrees, on behalf of himself, and his heirs, successors in interest and assigns
that, except as specifically provided herein, Employee will not file, or cause to be filed, any
charges, lawsuits, or other actions of any kind in any forum against Employer and/or its officers,
directors, employees, agents, successors and assigns and does hereby further release and discharge
Employer and its officers, directors, employees, agents, successors and assigns from any and all
claims, causes of action, rights, demands, and obligations of whatever nature kind or character
which you may have, known or unknown, against them (including those seeking equitable relief)
alleging, without limitation, breach of contract or any tort, legal actions under title VII of the
Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1966, as amended, the
Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as
amended, the Fair Labor Standards Act of 1938, as amended, the Age Discrimination in Employment Act
of 1967, as amended, (the “ADEA”) (except to the extent claims under the ADEA arise after the date
on which this Release is signed by Employee), the Americans with Disability Act, the Civil Rights
Act of 1991, or any State, Federal, or local law concerning age, race, religion, national origin,
handicap, or any other form of discrimination, or any other State, Federal, or common law or
regulation relating in any way to, Employee’s employment with the Company or Employee’s separation
from the Company, including any and all future claims, except claims arising in connection with
rights and obligations under this Release or as specifically provided in paragraph 4 or 6 below.
Employee further agrees to waive and release any claim for damages occurring at any time after the
date of this Release because of any alleged continuing effect of any alleged acts or omissions
involving Employee and/or Employer which occurred on or before the date of this Release.



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     4. Notwithstanding anything contained in this Release to the contrary, the general release set
forth in paragraph 3 shall not apply to any claims under any equity, option or other Employer
incentive plan or award, which shall be governed by the terms and conditions of such plan(s)
or award; nor shall it affect any rights or obligations that Employee or Employer may have pursuant
to the Indemnification Agreement entered into between Employee and Employer as of April 17, 2009.



     5. This Release shall not in any way be construed as an admission by Employer or Employee that
they have acted wrongfully with respect to each other or that one party has any rights whatsoever
against the other or the other released parties.



     6. Employee and Employer specifically acknowledge the following:




	 	a.	 	Employee does not release or waive any right or claim which
Employee may have which arises after the date of this Release.
	 
	 	b.	 	In exchange for this general release, Employee acknowledges that
Employee has received separate consideration beyond that which Employee
is otherwise entitled to under Employer’s policy or applicable law.
	 
	 	c.	 	Employee is releasing, among other rights, all claims and rights
under the Age Discrimination in Employment Act (“ADEA”) and the Older
Workers’ Benefit Protection Act (“OWBPA”), 29 U.S.C. §621, et
seq.
	 
	 	d.	 	Employee has twenty-one (21) days to consider this Release.
	 
	 	e.	 	Employee has seven (7) days to revoke this Release after
acceptance. However, no consideration will be paid until after the
revocation of the acceptance period has expired. Additionally, for the
revocation to be effective, Employee must give written notice of
Employee’s revocation to Employer’s General Counsel.





     7. Should Employee breach any provision of this Release, the Employer’s obligation to continue
to pay the consideration set forth herein shall cease and Employer shall have no further obligation
to Employee. All other terms and conditions of this Release, including, but not limited to, the
general release in paragraph 3 shall remain in full force and effect. Should Employer breach any
provision of this Release, the Employee’s obligations hereunder shall cease and Employee shall have
no further obligations pursuant to this Release.



     8. Employer and Employee agree that in the event it becomes necessary to enforce any provision
of this Release, the prevailing party in such action shall be entitled to recover all their costs
and attorneys’ fees, including those associated with appeals.



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     9. This Release shall be binding upon Employer, Employee and upon Employee’s heirs,
administrators, representatives, executors, successors and assigns, and shall inure to the benefit
of Employer and the other released parties and their successors and assigns.



     10. Employee and Employer acknowledge that this Release and the Employment Contract shall be
considered as one document and that, except as set forth herein and therein, including without
limitation the provisions of paragraphs 4 and 6 of this Release, any and all prior understandings
and agreements between the parties to this Release with respect to the subject matter of this
Release and/or the Employment Contract are merged into the Employment Contract and this Release,
which fully and completely expresses the entire understanding of the parties with respect to the
subject matter hereof and thereof.



     11. Should any provision of this Release be declared or be determined by any Court to be
illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected
thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of
this Release.



     12. This Release may be executed in one or more counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[EMPLOYEE NAME]	 	WALTER INVESTMENT MANAGEMENT CORP.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	Name Printed:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 






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