exv10w5






Exhibit 10.5









March 15, 2010




Charles E. Cauthen

1105 Valladolid de Avila

Tampa, FL 33613




Dear Charles:



On or about December 23, 2008, you entered into an agreement pursuant to which you would act as the
President and Chief Operating Officer of Walter Investment Management Corp. (the “Company”), the
surviving entity following the merger of the financing business 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 existing agreement. This letter is intended to amend and restate your
existing 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 16, 2011. Thereafter, the Term shall automatically extend annually for one year
terms unless and until terminated as provided herein. The purpose of this Agreement is to ratify
and confirm your acceptance of the terms of your employment. All capitalized terms that are not
defined herein are defined in Appendix 1 hereto.





	1.	 	As President and Chief Operating Officer of the Company, you shall report to and serve at the
direction of the Chairman and Chief Executive Officer of the Company. In your capacity as
President and Chief Operating Officer, you will be responsible for managing all aspects of the
business including financial and strategic issues, as well as growth and return objectives.
	 
	2.	 	Your compensation package will be as follows:






	 	(a)	 	Base Salary
	 
	 	 	 	Your Base Salary will be $400,000 per year which shall be subject to annual review
and increase (but not decrease) by the Compensation Committee and paid in accordance
with the payroll practices of the Company, as they may change from time to time.










www.walterinvestment.com













 






	 	(b)	 	Bonus
	 
	 	 	 	Your annual target bonus will be, at a minimum, 100% of your Base Salary, or $400,000
at your current Base Salary, with the potential to increase your bonus to a maximum
of 200% of your target bonus or $800,000 at your current Base Salary; provided,
however, that the actual amount of your bonus will be dependent upon the achievement
of the Company’s annual financial and other goals consistent with those established
for other members of executive management, as well as the accomplishment of
individual objectives, established annually by the Board of Directors (the actual
bonus awarded to you in any given year, which may be greater or less than your target
bonus being referred to as your “Annual Bonus” for that year). Except as provided in
sections 6(a), (b), (d), and (e) below to receive a bonus you must be employed
through the end of the year for which the bonus is payable (the “Bonus Year”). The
bonus for a Bonus Year will be payable to you during the 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 date of
payment being the “Bonus Payment Date”).
	 
	 	(c)	 	Benefits






	 	(i)	 	You will be entitled to receive from the Company prompt
reimbursement for all reasonable out-of-pocket business expenses incurred by you
in the performance of your duties hereunder, in accordance with the most
favorable policies, practices and procedures of the Company relating to
reimbursement of business expenses incurred by Company directors, officers or
employees in effect at any time during the 12 month period preceding the date
you incur the expenses; provided, however, that any such expense reimbursement
will be made no later than the last day of the calendar year following the
calendar year in which you incur the expense, will not affect the expenses
eligible for reimbursement in any other calendar year, and cannot be liquidated
or exchanged for any other benefit.
	 
	 	(ii)	 	Participation in the Company’s group life and health insurance
benefit programs generally applicable to executives in the location in which you
are primarily based, and in accordance with their terms, as they may change from
time to time.
	 
	 	(iii)	 	Participation in the Company’s retirement plan, generally
applicable to salaried employees in the location in which you are primarily
based, as it may change from time to time and in accordance with its terms. Your
eligibility to participate will be consistent with the requirements of ERISA.




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	 	(iv)	 	Participation in the Company’s long-term incentive plan(s) in
effect from time to time. For 2010, your annual long-term incentive opportunity
will have a targeted economic value of , at a minimum, $420,000. Thereafter,
the annual
economic value shall be determined by the Compensation Committee. The
components of any award and the methodology for determining the economic value
shall be as provided in the plan(s) or otherwise as determined by the
Compensation Committee in its discretion. Notwithstanding the foregoing,
except to the extent inconsistent with the terms and conditions of the
plan(s), any award agreements shall be consistent with the terms and
conditions of this Agreement. In particular, with respect to the award of
annual equity grants any such grants will (a) vest over a period that is no
longer than one-third per year for three years, (b) option grants will have a
minimum 10-year term and (c) upon your death, Disability, your Constructive
Termination, Retirement, or upon a Change of Control vesting will accelerate.
Subject to the foregoing, the specific terms of your annual long-term
incentive opportunity will be mutually agreed upon and set forth in separate
grant agreements.
	 
	 	(v)	 	30 days of annual vacation to be used each year, without
carryover of unused vacation days, and in accordance with the Company’s vacation
policy, as it may change from time to time.
	 
	 	(vi)	 	You will receive a monthly auto allowance of $1,500, subject to
the usual withholding taxes.
	 
	 	(vii)	 	Your Benefits under this Agreement, including grants to you
under the Company’s long-term incentive plan(s), will be subject to periodic
review and increase by the Compensation Committee.






	 	(d)	 	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 agreed and understood that your employment with the Company is to be at will, and
either you or the Company may terminate the employment relationship at any time for any
reason, with or without cause, and with or without notice to the other; nothing herein or
elsewhere constitutes or shall be construed as a commitment to employ you for any period of
time.




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	4.	 	You agree that all inventions, improvements, trade secrets, reports, manuals, computer
programs, systems, tapes and other ideas and materials developed or invented by you during the
period of your employment with the Company, either solely or in collaboration with others,
which relate to the actual or anticipated business or research of the Company, which result
from or are suggested by any work you may do for the Company, or which result from
use of the Company’s premises or the Company’s or its customers’ property (collectively, the
“Developments”) shall be the sole and exclusive property of the Company. You hereby assign
to the Company your entire right and interest in any such Developments, and will hereafter
execute any documents in connection therewith that the Company may reasonably request.
	 
	5.	 	As an inducement to the Company to make this offer to you, you represent and warrant that you
are not a party to any agreement or obligation for personal services, and there exists no
impediment or restraint, contractual or otherwise on your power, right or ability to accept
this offer and to perform the duties and obligations specified herein.
	 
	6.	 	In the event of a termination or cessation of your employment with the Company for any
reason, the sole rights and obligations of the Company in connection with your termination
shall be those provided under the relevant provision below.






	 	(a)	 	In the event of your death or Retirement during the Term, the Company will pay
to you, your beneficiaries or your estate, as the case may be, as soon as practicable
after your death or Retirement (with the exception of subsection (iii) below which will
be paid in the Bonus Payment Year), (i) the unpaid Base Salary through the date of your
death or Retirement, plus payment of any bonus amount payable to you (as determined by
the Compensation Committee) in respect of any bonus period ended prior to your
termination of employment (collectively, the “Compensation Payments”), (ii) for any
accrued but unused vacation days, to the extent and in the amounts, if any, provided
under the Company’s usual policies and arrangements (the “Vacation Payment”), and (iii)
the Annual Bonus, in respect of the fiscal year in which your termination occurs (which
shall be in an amount that is consistent with other Company executives of your level),
multiplied by (x) the number of days prior to your termination during such fiscal year,
divided by (y) 365 (the “Prorated Bonus”).
	 
	 	(b)	 	In the event you suffer a Disability the Company may terminate your employment
on written notice thereof, and the Company will pay you (i) amounts payable pursuant to
the terms of any applicable disability insurance policy or similar arrangement (if any)
that the Company maintains, (ii) the Compensation Payments, (iii) the Vacation Payment
and (iv) the Prorated Bonus.
	 
	 	(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 




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	 	 	 	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), in each case then in effect, 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) 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 or government assistance. 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. In other words, there shall be no adjustment, up or down, to the amount of
severance regardless of the amount of time remaining in the then current Term at the
time of termination. Moreover, you will remain entitled to the foregoing severance
notwithstanding the Company’s failure to extend any Term beyond its expiration date.
Regarding your Annual Bonus, by way of example should you be terminated on June 30 of
2010, you will be paid the Prorated Bonus for the year in which you were terminated
(which is equal to the Annual Bonus for such year prorated for the period from the
Effective Date through June 30), plus the balance of the Bonus for 2010 (i.e., the
Annual Bonus for the first six months of your 18 month severance period), plus the full
Annual Bonus for 2011 (the Annual Bonus for the remaining 12 months of the 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 




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	 	 	 	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)	 	In the event that, during the term of this Agreement (i) Mark O’Brien shall
cease to be the Chief Executive Officer of the Company (“CEO”); and (ii) someone other
than you is named as the CEO (“Third Party CEO”) to succeed Mr. O’Brien then, subject
to the conditions set forth below, you will be entitled to terminate your employment
with the Company (termination for “Special Cause”). Your right to terminate for
Special Cause shall be subject to the following; (w) you shall continue to serve in
your then current role with the Company until the one year anniversary of the
commencement of employment of the Third Party CEO; (x) you shall not have declined to
accept the position of CEO, provided that the position is accepted by the Third Party
CEO on terms and conditions that are, in the aggregate, less than or equal to those
offered to you; (y) you shall have provided the Third Party CEO with written notice of
your intention to exercise your option to terminate for Special Cause no less than 60
days prior to the one year anniversary of the Third Party CEO’s employment; and (z)
your execution and delivery of the release attached hereto as Appendix 2 effective as
of the last day of your employment and the expiration of the seven day revocation
period set forth therein without your having revoked the release. Should you terminate
your employment for Special Cause, subject to the foregoing, you will receive severance
equal to your Compensation Payments and Vacation Payments. In addition, you will
continue to receive your Base Salary and Annual Bonus, in each case then in effect, for
a period of 12 months after your termination, paid in the same periodic installments as
such Base Salary, and during the same Bonus Payment Year (as the case may be) as you
would have been paid had you remained on the Company’s ordinary payroll during such
period. The Annual Bonus will be paid in the manner described in subsection (d),
above, provided that it shall be for 12 months rather than 18.
	 
	 	(f)	 	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) – (e)
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 




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	 	 	 	pursuant to (i) subsections (a) or (b) above, or as a result of
Constructive Termination, all outstanding equity awards will immediately vest, or (ii)
subsection (c), (d) or (e) above, other than as a result of Constructive Termination,
all unvested awards will be forfeited. 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.






	 	(g)	 	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.






	7.	 	Non-Compete. It is understood and agreed that you will have substantial relationships with
specific businesses and personnel, prospective and existing, vendors, contractors, customers,
and employees of the Company that result in the creation of customer goodwill. Therefore,
following the termination of employment under this Agreement for any reason and continuing for
a period of eighteen (18) months from the date of such termination, so long as the Company or
any subsidiary, affiliate, successor or assigns thereof is in the real estate investment
trust/mortgage servicing business/insurance agency or like business within the Restricted Area
(defined as the real estate investment trust/mortgage industries in which the Company competes
at the time of your separation), unless the Board of Directors approves an exception, you
shall not, directly or indirectly, for yourself or on behalf of, or in conjunction with, any
other person, persons, company, partnership, corporation, business entity or otherwise:






	 	(a)	 	Call upon, solicit, write, direct, divert, influence, or accept business
(either directly or indirectly) with respect to any account or customer or prospective
customer of the Company or any corporation controlling, controlled by, under common
control with, or otherwise related to the Company, including but not limited to Walter
Investment Management 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 name or like 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:




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	 	(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.
	 
	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 letter agreement carefully, have been
advised by the Company to consult with an attorney regarding its contents, and that you fully
understand the same.




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	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. Any dispute over the terms and
conditions or application of this Agreement shall be resolved through non- 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. In the event the dispute is not resolved through arbitration, either party
may submit the matter to the courts of the State of Florida situated in Tampa, Florida. In
either case, 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 the court, as the case may, or if the arbitrator
or the court declines to determine whether or not you have prevailed, you will de 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 “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.




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,



Walter Investment Management Corp.




By: Mark J. O’Brien

Its: Chairman and Chief Executive Officer




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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



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



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



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



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



“Cause” shall mean (A) conviction of, or plea of guilty or nolo contendere to, 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 plea of guilty or nolo contendere 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 the 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 interests of, or were not, in fact, materially
detrimental to, 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 of 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).



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



“Compensation Committee” shall mean the Compensation and Human Resources Committee of Walter
Investment Management Corp.




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



“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) the forced relocation
of your primary job location 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 or responsibility shall not be deemed to have occurred if: (i)
the amount of your bonus fluctuates due to performance considerations under the Company’s executive
incentive plan or other Company incentive plan applicable to you and in effect from time to time,
(ii) you are transferred to a position of comparable responsibility, status, title, office and
compensation within the Company, or (iii) 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 to this Agreement.



“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 to this Agreement.



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



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



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



“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 that, in either case, you provide the Company with at least 6 months written notice of


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your intention to retire, or such lesser time as the Company may agree. For purposes of this
definition, your years of service shall include years served with any predecessor or successor
companies to the Company.



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



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








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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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