shall not, under any circumstances, actively sell or participate in any manner as a salesperson or broker in
the sale of any real property for any real estate firm, developer, broker, land dealer, or home builder, The
only exception being the buying and selling of real property belonging to said Employee.

Vil. TERMINATION
‘This Agreement shall aptomatically terminate upon the occurrence of any one of the following events:

Death of the Esupfuyec,

Loss of legal capacity by Employee.

Termination of employment, voluntary or involuntary.

Disbarment, suspension or other limitation imposed by HUD, VA, GNMA, FNMA,
FHLMC, the Securities and Exchange Comunission or any other government agency
on the ability of Employee to do business with such agency.

5. Transfer to any non-commissioned position with Employer.

eer

VIL, EXISTING EMPLOYMENT

If Employee is eruployed by Employer as of the date of this Agreement, Employee acknowledges and
agrees that Employee's current employment with Employer is an employment “at-will” subject to
termination at any time by Employer and that the execution of this Agreement shall supersede and replace
any written or oral agreement, policy or understanding between Employee and Employer relating to the
terms and conditions of Employee's employment to the extent they are inconsistent with this Agreement.

1X. RESTRICTIVE COVENANTS,

A. Cenfidentiality Obligations, During the term of Employce’s employment, Employee will
not directly or indirectly use or disclose any Confidential Information or Trade Secret except
in the interest and for the benefit of Employer, After the end of Employee’s employment with
Employer, for whatever reason, Employee will not directly or indirectly use or disclose any
Trade Secret or Confidential Information. Wisconsin Employees may not, for whatever
reason, directly or indirectly use or disclose any Confidential Information for a period of
24 months following the end of Employee's employment with Employer, Employes further
agrees not to, use or disclose at any time information received by Employer from athers except
in accordance with the Employer's contractual or other legal obligations including, but not
limited to, the Gramm-Leach-Bliley Act; the Employor’s customers are third party
beneficiaries of this promise. Employee agrees that it shall remain fully responsible for any
such use or disclosure and further agrees to indemnify Employer from and. against any claims
arising out of such prohibited use or disclosure’by Employee. ,

Employee agrees not to disclose any’ Confidential Information to any third party or copy
Confidentiul Information without written upprovel of Employer and inform those third parties
and other persons who receive Confidential Information of its confidential nate and obtain
(or have obtained) their written agreement to abide by the obligations set forth herein. Any
copies made shall retain afl confidential and proprietary markings of the original. By disclosing
the Confidential Information, Employer does not grant any express or implied license or other
Tights to or under its copyrights, tradematks, or trade secrets.

Nothing in this Agreement shall prevent Employee, after the end of employment with
Employer, from using general skills and knowledge ‘Bained while employed by Baployer

- or

14

pe

Revised 1/20/04


+ — Individually, the initial payment and the deferred payment may effect the loan
officer’s commission tier when credited to the OVA pool, However, no
adjustment will be made at the initial payment for anticipated usage or view
versa,

© There is no seeond valuation on a purchase money piggyback.

* On standalones and credit only piggybacks, the loan officer will be paid the
1% at the initial valuation regardless of margin adjustments. All margin
adjustments will-be assessed on the second valuation, If the line is not used
or if the principal balance is zero at the time of the second valuation, no credit
or deduction will be assessed for margin adjustments,

b. A loan for which no commission is eamed is not considered a funded loan for any
purposes of loan officer compensation, including but not Limited to any payment included in
your OVA tiers ar any other part of your compensation plan.

¢. No commission will be eamed for loans that ate placed in company investment due to a
violation of Employer polices and/or procedures as detailed in section DI(A)(}){a)(ii) above
unless otherwise agreed to by both the Division Manager and Senior Vice President of
Rewil Lending,

d. Employer reserves the right to reconcile Employee's commissions as permitted by state.
law at a future date if'a commission was improperly paid, ia whole or in part, on a loan for
which all conditions are not met regarding the loan process. Commission reconciliation can
inchude a partial or full commission amount being deemed uneamed for failure to satisfy
cenain conditions, Employee will be notified of any commission reconciliation by Employer.

. PAYMENT OF COMMISSIONS

a. Compensation related to commissions (as detailed in se¢tion W1(A)(3)) will be paid on
the last regularly scheduled payday of the manth following the month in which the loans
were Closed and funded in the system.

b. Employer recognizes that Employee may collect overages from time to time. An
"Qverage" results when the rate or discount points established by Employes ato more than
the required rate or discount point schedule for the applicable commitment established by
Employer or Investor and in effect at time of lock-in. The rate and points (“Price”) for an
applicable commitment may be modified at the branch level.

Overages, if any, are not to be charged based on any of the prohibited factors set forth in
the Fair Lending Guidelines, Neither rates nor points to minotitics or other members of a
protected class (persons having one or more of the ptbhibited fiotors'as set forth in the Fair
Lending Guidelines) can vary from those charged to non-tiinority or non-protected class
applicants having similar credit profiles. Employee must exercise the utmost diligence to
ensure that such variances do not occur. Overages are limited to 2% on all. products unless
otherwise designated in this Agreement or other pricing policy communications, (See section
I. A. 3.7 GM Employee Loans, séction HJ.A3.vi Bond Loans, and section 1.A3.vill,
Overage Restricted Loans.) Overages on FHA ingured loans can be charged’ only if the
Overage When added to other pricing variations for similar'loan types, in the same MSA (or,
if the production office is not located in an MSA, the jurisdictional arca of the local HUD
field office) do not exceed an allowable tiered:pricing variation of 2%. Employee should

review any questions regarding that policy with. Employeots Manager. As part ofits. -

5
Revised 1/20/04


XVL CONSTRUCTION OF AGREEMENT

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of law rules.

XVIL CAPTIONS

‘The captions contained herein are inserted only for the purpose of convenient reference and in no way
define, limit or describe the scope or intent of this Agreement or any part hereof. .

XVII ASSIGNMENT AND BINDING EFFECT

The terms of this Agreement shall inure to the benefit of and shall be binding upon the heirs,
administrators, successors and assigns of the parties hereto, except that Employee shall not have the right
to assign any interest Employee may have in this Agreement.

XIX. NO WAIVER

No delay or omission by Employer to exercise any right or power it has under this Agreement shall impair
or be construed as a waiver of such right or power. A waiver by Employer of any breach or covenant
shall not be construed to be a waiver of any succeeding breach or any other covenant.

XX. EMPLOYMENT AT WILL

Employee acknowledges that Employce’s cmployment with Employer is at-will, Employer or Employee
may terminate Employee’s cmployment without notice at anytime and for any reason not prohibited by
law, Any representation to the contrary is not binding upoa Emptoycr unless signed in writing by a member
of the Employer's Executive Committee and the Employes.

IN WITNESS WHEREOE, the parties have executed this Agreement the day and year above written.
kde CU —
Wo Empt

Or

Regional Manager

18
Revised 1720704


5. DISPUTE OF COMMISSIONS

Employee shall have 30 days from the date of the posting of the commission statement on the
Lending Page of Employer's Intranet to dispute any commission appearing on such statement,
Disputes must be made in writing to the Employee's dircot supervisor. Commissions will be

deemed a8 properly paid in accordance with this Agreement if not disputed within the 30 day °
period,

6. OFFSET OF COMMISSIONS

A. Employee authorizes Employer, as permitted by state law, to deduct from Employee’s
commissions, expense reimbursements, or any other monies due to Employee, whether
Employee is employed pursuant to this Agreement or any pricr of fire employment
agreement, any monies necessary to account for costs or losses incurred by Employer as a
result of, but not limited to, outstanding uncollected appraisal fees, credit fees, prepaid
commitment fees, excess Overdges, and any other miscellaneous fees chargeable to the
borrower but which Employee failed to collect, Additional obligations which Employer may
offset against Employee's commissions, expense reimbursements, or any other monies due to
Employes in acvordance with the foregoing sentence include, but are not limited to losses
incurred by Employer due to Employee's failure to properly lock a loan, overpayment of
commissions to Employes, Employee’s failure to ret or Employee's damage to Employer
property or leased equipment Gneluding but not limited to telephones, pagers, cameras and
laptop computers, printers or fax machines), Employee's failure to pay a corporate credit card
balance, Employee sending of unauthorized faxes to consumers in violation of FCC and/or
FTC regulations, Employee making unauthorized phone valls to consumer in violation of FCC
and/or FTC regulations, unauthorized expenses charged to Bmployer by Employee, losses
sustained by Employer resulting from Employee's misappropriation, fraud or violation of
Employer's company policies in general or its policies relating to the origination, processing and
closing of Loans. If the losses are contingent in nature at the time of an Employee's
termination, the amount of potential loss as estimated by Employer will be the amount offset
from Employee's commissions, expense reimbursements, or any other monies due to
Employes. Should Employee not pay all such obligations to Employer on demand, Employer
will offset against Employce’s commissions, expense reimbursements, or any other monics
due to Employee as detalled herein.

8. Loan Officer Assistant Plan

1. Employee may be eligible, in the Division Manager’s discretion, to utilize an exclusive
or shared Loan Officer Assistant (“LOA”), All requests to utilize a LOA must be
approved by Employee’s Division Manager. Employee authorizes Employer, as permitted
by stave law, to deduct from Employee's commissions, exponst’ reimbursements, or any
other monies due to Employee, the following amounts'if Employee utilizes a LOA:

Revised 1/20/04


i. Brokered Loans ' .

Brokered loans are only allowed for products that Employer does not offer or cannot approve.
All foans to be brokered out require the written approval of the appropriate District Manager
prior to the brokering of the loan and before the loan file is sent fo the new lender. All
brokered loan checks require Division Manager signature for distribution. Brokered loan
production will count towerd total production and be included to meet minimum production
requirements.

Brokering loans without authorization from a District Manger is considered a violation of
Employer policies and procedures. Al) commissions for unauthorized brokered loans are
deemed unearned and will not be paid unless prohibited by state law.

Brokered loans are paid as follows:
© 25% of the total net income received on each loan will be credited to Retail Lending.

‘The remaining net income will be credited as follows: :

* 50% to the loan officer as commission for loan officers in the 31% Tier, The remaining
25% will be credited to the branch. '

© 40% to the foan officer as cormmission for loan officers in the 25% Tier, The remaining
35% will be oredited to the branch.

* 30% to loan officer as commission for loan officers in the 19% Tier. The remaining 45%
will be credited to the branch.

Net income on brokered loans will not be part of the OVA pool, The maximum total net
income on brokered loans is capped at 3.5%, Net income is not credited until it is received in
Accounting.. For example, if a loan finds in July but the net income check is not received until
Angust, nct income will be credited in August,

Example:
Assume Total Income on Brokered Loan = $1500

$1500 x 25% = $375

$1500 ~ $375 = $1125 x 50% = $562.50
$1500 — $375 = $1125 x 40% = $450
$1500 — $375 = $1125 x 30% = $337.50

In this example, an Employee in the 31% Tier would eam $562.50; itt the 25% Tier, Employee
would earn $450; and at 19% Tier, Employee would earn $337.50. ‘This example assumes that
the net income dogs not exceed the 3.5% cap. ae

ii, FHA/VA Loans

FHA /VA production will be paid according to the formula in Paragraph IH(A)(3)(a) above.
Overage is capped at 2% as ontlined in Paragraph If(A)(2)(b) above.

iil, Construction to Permanent Loans .
A construction to permanent loan (“CPP Loan") is a loa to an individual to constmet a single

family (1-4) dwelling with the intent to modify the loan to a permanent loan provided by
Employer. To qualify as a CPP Loan, the toan must meet ail the-requiroments of Employer’s
Construction/Permanent Program as defined on the Lending page of Employer's Intranet. The
one time elose product will be paid according to the formpila in Paragraph IHI(A)G3)(a) above...
” : ” :
Revised 1720/04


auditing procedures, Employer will audit Frmployee’s loan files for compliance with the
requirements of this paragraph. To the extent it is determined that Overages were imposed
in violation of the requirements of this paragraph (“Excess Overages”), Eraptoyee is liable to
Employer for the amount of the Excess Overages. The Excess Overages will he an
Obligation of Employee to be recovered by Employer as outlined in this Agreement.

3. CALCULATION OF COMMISSIONS
Below is a detailed description of the two compensation plans available to Employees,

a. Origination Value Added (OVA) Compensation:
A poo] will be created based on actual originator production using the following formula:

Loan Origination Fee

+ Servicing Value

+ Home Equity Piggyback or Standslone Employer assigned value

~ Pricing Enhancement (a subsidy by the Loan Officer from his/her commissions
and not a subsidy by Employer, branch, division or loan Investor)

= Monthly OVA Pool

Commissions will be the by-product of the applicable Commission Percentage based on
monihly OVA Pool using the following formula, multiplied by the Monthly OVA Pool.
Commissions on the entire monthly OVA Poot will be paid at the Commission Percentage
applicable to the highest monthly OVA Pool level achieved.

Monthly OVA Poot
$ 0-$14,999
$15,000-$29,999
$30,000 & above
Examples:
"Monthly OVA Poot $20,000.00
Commission Percentage 25
Comunission $5,000.00
Monthly OVA Pool $35,000.00
Commission Percemage al
Commission. $103850.00

Overage will not be paid until servicing values have boon excecded Ovetages will be
compensated at 50% of overage income (after margins have been exceeded). Overage
compensation will be reduced by 50% in any month that findings are less than four first
mortgage loans. Existing policy, which is subject to change with proper notification, must be
enforced regarding restrictions on Overage.

In addition to the foregomg commissions,'a commission will be paid on “tus” Overages which.
are defined as the Price collected that exceed the non-subsidized national price as published
daily by Employer (“Overage Commission”). The Overage Commission will be 50% of the
excess collected, The Qverage Commission calculation will be done on a loan by loan basis at
time of lock-in and validated and paid out.after funding.

6

Revised 1/20/04


a

b. Basis Polnt System (BPS) Compensation:

© National Lending rate set on a daily basis with a pre-determined margin

» —(-$500,00 funding volume 35 bps

* $500,000.01 - $750,000 45 bps

= $750,000.01 - $1,000,000 50 bps

© $1,000,000.01 - $1,300,000 55 bps

* — 1,300,000,01 - $1,300,000 60 bps

© —$1,500,000.01 4 65 bps

« Funding volume includes 1st mortgages, piggybacks, and stand-alones

» Compensation a piggyback and stand-alones will be on the draw amount after 60 days
from the end of the month in which the Ioan finds,

» For purposes of determining applicable bps tier, the line amounts on piggybacks ond stand-
alones will be included in funding volume.

¢ Special promotional products and brokered loans at 40 bps or other predetermined bp

compensation as determined by National Retail Lending

40 BP’s GM Family Business jn the State of Michigan (excluding dealership business)

40 BP's on Brokered Out Loans

25 BP’s GM to GM refinance loans

Bond program compensation varies by state

Quartaly bonus of 20 bps to be paid on all government production in the event that

government funding volume uxceeds $1.5 million for the quarter.

neeee

Any pricing enhancement must have written approval of the Distriet or Regional Manager, or
will be fully charged aguinst the commission of the Loan Officer,

Overages will be compensated at 50% of overage income, The provisions of Paragraph
H(A}G3)(@)(¥) apply herein. Overage compensation will be reduced by 50% in any month
that fundings arc fess than four first mortgage loans. Existing policy, which is subject to
change with proper notification, must be enforced regarding restrictions on Overage,

CHOICE OF COMMISSION PLANS

Employee may request to change from oie plan to another after completing six
months on the current plan.

1 have reviewed and understand the requirements for each of the above referenced
compensalion plans. Employee must initial beside the selected compensation plan:

= OVA Compensation Plan . v

BPS Compensation Plan

_—_— The choice of plans is not applicable due t0 another compensation plan previously
agreed 1 upon as cutlincd in Employee’s offer leer however all other terms and conditions
set forth herein are applicable.

Rased upon business needs, Employer, in its sole ¢diseroton, may require Employee to be paid
Pursuant to a specific plan,

Revised 1/20/06


GMAC MORTGAGE CORPORATION a ;

LOAN OFFICER EMPLOYMENT Hee

AND COMPENSATION AGREEMENT

IIS AGREEMENT (“Agreement”) is made this 7“ day of Peril, 200% (he
“Effective Date”) between GMAC MORTGAGE CORPORATION (hereafter “EmployerTM
Te tathys fans dis (hereafter “Employse").

WHEREAS, Employer is in the business of mortgage banking, and desires fo hire and/or retain
Employee in its employ to originate real estate trost deed and/or mortgage loans on one-to-four unit
properties and other associated products as deemed appropriate by Employer, and

WHEREAS, Employee is ready, willmg and able to work for Employer as a Loan Officer, and

WHEREAS, Employce’s compensation is determined primarily by way of commissions as detailed
in this Agreement, on monthly originated and closed loans due to Employee's individual effort, and

WHEREAS, Employer and Employoe desire to have an employment agreement directly

specifying compensation, termination and other terms of employment,

NOW, THEREFORE, Employer and Bnployee in consideration of the mutual covenants and
ggrecments contained herein and other good and valuable consideration and intending to be legally bound
hereby, agree as follows:

I. EMPLOYMENT
A. GENERAL

Bmployer hertby hires Eraployce and Employee hereby accepts employment as a Loan
Officer under the terms of this Agreement commencing on the date hercof and continuing
until terminated as provided in this Agreement,

B. REPRESENTATIONS AND WARRANTIES

Employee represents and warrants that Employes is not subject to any continuing
contrachial obligations of a former employer including, but not limited to, contiming
contractual obligations that restrict employee from being employed by Employer (non-
compete agreement) or that prevent Employee from soliciting or hiring employees of
Employee's former employer(s) (non- solicitation agteement), .

Employee represents and warrants that Employou's evformance under this Agreement is
and wij) be in full compliance with all applicable federal, state, and focal requirements as

well as all Employer policies and Procedures.

Employee represents and warrants that Employee has, and will maintain : troughout the
term of this Agreement, all licenses materially necessary for the-fawfal performance
under this Agreement.

Revised 1/20/04


7. PAYMENT OF COMMISSIONS WHILE'ON AN APPROVED LEAVE OF ABSENCE

In addition w all other provisions of this Agreement, in the event of Employee's short term
disability, long term disability (as those terms are defined in the Employer's policy and/or
disability plan in effect at the commencemont of the disability), Family Medical Leave

{FMLA), or military leave, Employee will be paid on all loans in the Employce's pipeline at the
time of disability as follows: 2

Employee will be paid on all loans within Employee's pipeline as of the first day of
Employee's leave, that are final approved, defined as no conditions to be cleared, so long as
the loan subsequently Closes.

Employee will be paid on a 50/50 split with any loan officer “working the file” on all loans that
have been conditionally approved (Le. conditions other that minor conditions to be cleared,
including but not limited t verification of employment, collection of paystibs, etc.) as of the
first day of Employee's leave and that subsequently Close. This arrangement will be more
typically used in a situation where Employee goes out on an unanticipated leave of absence.
However, subject to District Manager approval, Employes may negotiate a different
commission split with another Loan officer prior to the commencement of the leave.

All loan pricing issues during a leave of absence, shall be determined at the discretion of the
District Manager and Regional Manager. Any changes in loan processing issues may affect
the pay out of commissions to Employee.

Commissions will not be paid if a loan needs to be restructured or resold during Employee’s
leave of absence.

In the event that Employee is terminated whils on an approved leave of absence, Employoc
will be paid in accordance with section II(A)(9) herein.

8. PAYMENT OF COMMISSIONS IN THE EVENT OF RETIREMENT OR DEAT

In the event of retirement (as defined in the Employee’s Retirement Plan for GMAC
Mortgage Group in effect at the time of termination), or in the event of Employee’s death,
Employee or Employce’s estate, as applicable, will be entitled to commissions on all Loans in
the Employee's pipeline at the time of death or retirement, subject to all federal, state and

. local withholdings and subject to further reduction as provided in Scction I of this

Agreement.
9. COMPENSATION AFTER TERMINATION

For the purposes of determining compensation after termination, the term “Termination”
refers to either (a) the dato Employer terminates Employee or (b) the date Employee notifies
Employer that Employee will be tenninating Employee’s employment with Employer,
whichever is applicable. For example, in tho case where Employee gives notice, whether
verbally or in writing to Employer on January 1 that Employee will be leaving January 15,
January | is the date of termination, After termination if it is found that Employee, during
Employee’s period of employment with Employer, was employed in any capacity (employee,
independent contractor, agent, etc.) for (a) the origination, processing, closing or underwriting
of mortgage loans (including second midrigage loans) or (b) any other business in which the
Employer or any of its affiliate corporations are engaged (collectively “Prohibited
Employment”), the effective date of Employce’s termination shall be the most recent date

Employee first commenced sroployment with. any other employer or or such later date as
Employer has determined. - .

12
. . Revised 4720/04


Exclusive Exclusive 3 Voluniuisionih Shared LOA Plan
me

LOA Plan
20 bests
$0 - $624,996
628,000 —
$599,999 $749,999
8-8 $600,000- ’ 48 bps 30 ps 7-10 $780,000 20bps ,
$999,999 $4,249,099
B+ 41 $4,000,000 - 42 bps 25 bps 1-16 $4,250,000- 25 bps
$1,299,998 $4,624,989
12-44 $4,300,000 - bps 15bps 15~1B $1,625,001 - . 15 bps
$4,500,099 $1,999,909
16-17 $1,600,000 6 bps Bhos 1924 — $2,000,000~ 8 bps
$1,608,989 $2,374,899
18-23 $1,900,000- 3bps 4bpe 25-29 $2,975,001 4 bps
$2,499,999 $3,124,999
| 24 $2,500,000 + Obs Obps 30% __$3,125,000+ Obns

2 Employee's Division Manager, .in ite Division Menaaz't sole disoretion, may
Employee is no longer efi itive

3. Shared LOA: Under the shared LOA plan, Employees sharing a LOA will equally
share the commission adjustment, as detailed in the chart above, regardless of each
individual Employee’s production volume, Should Employee decide to cease utilizing a
LOA; or, should E ’s Division Manager, in the Division Manager's sole discretion,
determine that Moyes is no longer eligible to utilize a LOA,; or, should Employce’s
employment terminate, cither voluntarily or involuntarily, Eraployee will still equally share
the commission adjustment during the month with which Employee last utilized the LOA,
The remaining Employee may continue utilizing the LOA subject to the exclusive plan
detailed above, Employee must give the Division Manager Written Notice of Employee's
intention to cease utilizing a LOA.

4, Exclusive LOA: In any month in which a LOA works more than 30 hours per week,
the commission adjustment to Employee's commissions will be made based on the
Exclusive Full-Time LOA plan as detuiled in the chart above. In any month in which a
LOA works jess than 30 hours per week, the commission adjustment to Employee's
commission will be made based upon the Exclusive Part-Time LOA pian as detailed in the
chart above, Should Employee decide to cease utilizing a LOA; or, should Employee's
Division Manager, in the Division Manager’s sole disoretion, determine that Employes is
no longer cligible to utilize a LOA.: or, should Employee's employment temmninate, either
voluntarily or involuntarily, Employee’s commissions will be adjusted according to the
chart above — based upon Employee's production a8 of the date that Eniployee cvases
uilizing a LOA. Employee must give’ the Division Manager Written Notice of
Employee's imtention to cease utilizing « LOA.

5. Any and all disputes relating to the adjustment of Employee’ s commission, as detailed
above, shall be resolved in the discretion of Employee's District Manager,

1.
Ravisad 1/20/04


The two time close product will be paid in two payments: 25% of Monthly OVA Pool
commission at time of first closing and the remaining 75% of Monthly OVA Pool commission
will be paid at time of the second closing.

ly, GMAC Mortgape / GMAC Mortgage Refinances

A refinance is the making of a loan sccured by a fixst mortgage licn on property owned by the
applicant at the time of application. GMACM/GMACM refinance production will be included
in the Monthly OVA Pool. However, Monthly OVA Pool commissions on this production will
be limited to 19% of the GMACM/GMACM refinance production in the Monthly OVA Pool,
A 50% commission will be paid on Overages generated on this production, This production
‘will count toward total production and be included to meet minimum production requirements.

y..GM Employee Loans

Family First production will be included in the Monthly OVA Pool and commissions for this
production will be computed in accordance with the formula in Paragraph TH(A)(3)(a) above
with the following exception: In Michigan, commissions on Family First production, with the
exception of dealer business which will be paid in accordance with the formula in Paragraph
HI(A}3)(@) above, will be on a modificd plan.

Overages on core GM Family loans are not penmitted, with the exception of supplier loans,
Overage is capped at 2% on all product types with the exception of core GM Family loans
whete no overage is permitted. All GM loans are required to be coded properly. Any findings
that loans are coded improperly will be cause for termination. Coding is as follows: GM, GM-

 D (Dealers), GM ~S (Satu), EDS, GM-H (Hughes), GM —R (Retiress), & GMAC. Coding
loans improperly is considered a violation of Employer policies and procedures. All
commissions for loans that have been coded improperly are: deemed unearned and will not be
paid unless prohibited by state law, No commission will be earned for loans that are placed in
7500 commitment unicss previously agreed to by both the Division Manager and Senior Vice
Prosidicnt of Retail Lending,

vi. Bond Programs

The OVA generated from bond program production will be included in the Monthly OVA
Pool and commissions for this production will be computed in accordance with the formula in
Paragraph ITI(A)(3)(a) above. No overage is permitted on bond loans.

vii, Special ms

The OVA generated from special programs will be announced us they are made available.
Other product guidelines may also exclude OVA, The compensation will be outlined and
posted on the Employer intranet.

viii, Overage Restricted Loans
Overages on Solutions Plus, HomeStrctch, HomeStreet, and Settle ‘America loans are

prohibited duc to predatory lending implications. Programs excluding overage are either
posted in the product announcement or the Lending Page on the Employer intranet.

ix. Other Services

Employee may be entitled to commissions or other forms of compensation for other services

performed at the request of Employer. Compensation for the services may be modified at the

discretion of the Division Manager or the Senior Vice President of Retail Lending.
. f

Revised 20/04


li, Policies and/or procedures that must be met, include but are not limited to, locking a
loan properly, locking imterest rates properly, getting an extension on a rate Jock prior to
its expiration, not drawing documents for a loan where the rate lock has expired without
getting an extension, refinance guidelines with respect to chuming, quoting all loan rates
and fees properly, originating and/or processing loans within lending guidelines, ensuring
the disclosure of necessary information on the application that may affect a credit
decision so a monetary loss to Employer can be prevented and avoiding any conduct that
will cause Employer to have an income loss on a loan file or affect the salability of a
loan, This list is designed to provide examples for guidance purposes, but is not inclusive
of every policy and/or procedure that nmst be adhered to, Any violation of Employer
policy and/or procedure is grounds for disciplinary action, up to and including termination
of employment,

iii, Home Equity compensation will be paid based upon the following timeframes:

* Purchase Money Piggybacks — Commissions will be credited at the full
SVA value once the Home Equity reaches a Funding Requested status in
Co-Pilot. Production value for the Home Equity will be credited at the same
time,

« Credit Only Piggybacks ~ 1% of the servicing value will be credited whea
the Home Equity reaches a Funding Requested status in Co-Pilot, A
second valuation of the HELOC will be made on the last business day of the
second month following the status change and compensation will be adjusted
based upon actual usage of the line and any margin adjustment as desoribed
above, Production credit will be allocated with the initial payout,

« Standalones — 1% of the servicing valuc will be credited with the standalone
reaches the Transferred to Servicing status in Co-Pilot, A second valuation
will occur on the fast business day of the second month following the status
change and compensation will be adjusted based upon actual usage of the line
and for any margin adjustments as described above, Production credit will be
allocated with the initial payout.

iv. Other considerations for Home Equity commissions are;

* Ifa piggyback never reaches a Transferred to Servicing status in Co-Pilot,
the initial 1% SVA credit will be deducted from both the Joan officer and the
‘branch at the second valuation period and any production credit given will be
reversed, Ifthe piggy does not reach this status, it signifies that the customer
did not accept the home equity. .

¢ If the Home Equity is closed (paid off by the customer) prior to the second
valuation, no additional credit will be given to either the branch or the loan
officer, : .

© The SVA value will be determined at the second valuation and will be based
on the drawn value at the time of valuation. If used and paid in filll prior to
this valuation, uo additional credit will be given.

Revised 1/20/04


B. Definitions. For purposes of this section of the Agreement, the following words and phrases
shall have the following definitions:

1. ‘Trade Secret. The term “Trade Secret” includes, but is not limited to, information,
including a formula, pattern, compilation, program, device, method, technique, or process
that drives independent economic value, actyal or potential, from not being generally
known to the public or to other persons who can obtain cconomic value from its
Gisclosure or usc; and, ix the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.

2, Confidential Information. The term “Confidential Information” mans all non-Trade
Secret information (i) of, about or related to Employer, (ii) created by Employer or
Employee or otherwise coming into Employee's possession or control, (ii) or provided to
Employer by its customers, that is not known generally to the public or the Employer's ,
competitors, Confidential Information includes but is not limited tw: technical -
specifications and operating manuals; services and information concerning current, future, ;
or proposed products and services and combinations of products and services; product
and services descriptions; financial information about the Eraployer or its customers;
information related to mergers or acquisitions; passwords and security procedures;
computer programs, software, and software documentation; customer and/or prospective
client lists, mortgage loan files, applications and all other information relating in any way to
the customer anW/or prospective client and printouts; records; policies, practices and
procedures of Employer; training manuals; commission statements; files; records of the
accounts of customers; sales and marketing strategies and plans; pricing strategies;
personne! information and business records; and information which is marked or otherwise
treated or designated as confidential or propriefary by Employer.

3, Exclusions. Notwithstanding the foregoing, the tenns “Trade Secret” and “Confidential
Information” do not inctads, and the obligations sct forth in this Agreement do not apply
to, any information which: @) can be demonstrated by Employee to have been known by
hirwhor prior to his/her employment by Employer, (ii) is or becomes generally available to
the public through no act or omission of Employee; (iii) is obtaincd by Employee in good
faith from a third party who discloses such information to Eraployee on a non-confidential
basis without violating any obligation of confidentiality or secrecy relating to the
information disclosed; (iv) is independently developed by Employee outside the scope of
hisher employment without use of Confidential Information or Trade Secrets; or (v) is
Employee’s own personnel information,

4, Customer, The tenn “Customer” means any individual or entity for whom/which
Employer has provided services or products or made a proposal to perform services or
provide products. :

€. Return of Records/Property. Upon the end of employment with the Employes, for
whatever reason, or upon request by the Employer, Employee shall imuediately return to
Employer all of its property, documents, records, and materials belonging and/or relating to the
Employer (except Employee’s own personnel and wage and bonofit materials relating solely to
Employee), and all copies of all sach materials. This obligation includes, but is not limited to,
the obligation to tetum to Employer any equipmicnt (including but not limited to telephones,
pagers, cameras, computers, printers and fax machines) owned by Employer together with
any images or copies of any part of a computer-hard drive. Upon the end of Employee’s
employment with Employer, for whatever reason, or upon request by Employer, Employee
15
Revised 1/20/04


. ancillary product programs, Unless otherwise set forth herein, such changes shall be binding on Employee

effective on the date set forth in the notice.
XI IRTHER ASS) ICES,

Employer may have the need to update Employee records, Personnel files and conduct background
investigations, Accordingly, Employer may from Ume to time require Employee to disclose accurate and
complete information regarding Employee’s qualifications, background and relationships which may
present a conflict of interest or which may otherwise bear on the Employce’s qualifications and/or
Employer's reputation, Upon request by Employer, Employee shalt complete and provide such information
and documentation as Employer reasonably requests, including but not limited to, Employer’s Consumer
‘Report Disclosure and Authorization forms, Conflict of Interest Questionnaires, Employment of Relatives
and Disclosure Agreements, and such other forms, authorizations, documents, consents and waivers as
needed by the Employer, at any time, to ensure compliance with Employer's policies, procedures and any
applicable laws and regulations, Unsatisfactory results from a background investigation, violation of
Employer policies or procedures or failure to comply with the provisions outlined under this Section may
result in disciplinary action up to and inchiding termination of employment.

XIH, MISREPRESENTATION

Employer maintains a “Zero Tolerance” policy on matters relating (o fraud or mistepresentation. Employee
will not engage in any act deemed to be relating to fraud or misrepresentation, examples of which include.
but are not limited to forging signatures, hand-carrying documents such as verifications of employment,
assisting in preparing income documentation/verification, falsification of bank statements and/or assets,
failure to disclose borrower's liabilities, knowingly misrepresenting occupancy of the property in question,
failure to disclose or act upon known instances of fraud or mistvpresentation and colluding with appraisers
to inflate the value of the property in question. Engaging in any of these activities or any egal activities
may be subject to disciplinary action and may result in immediate termination of employment for cause, ut
the discretion of the Employer. Further, patticipation in fraud or misrepresentation may result in criminal

* prosecution,

XIV. SEVERABILITY

If any provision of this Agreement is held by 2 court of competent jurisdiction to be contrary to law, then
the remaining provisions of this Agreement, if capable of substantia! performance, shall remain in full force
and effect,

XV. ENTIRE AGREEMENT

‘This Agrecment embodies the parties’ entire agreement ‘and supershdes-and replaces al) previous
employmtnt and compensation agreements between the parties, whether oral’ or written, Except a3
otherwise specifically set forth, no variations, amendments, modifications or changes to the terms and
conditions set forth herein shall be effected unless contained in writing, duly executed by or on behalf of
the parties hereto, AN Exhibits referred to herein and all changes, alterations, amendments, modifications
and waivers are incorporated herein by reference. In the event of a conflict between the terms and

conditions of this Agreement and the tenms and conditions of any oral or written employment policy of *

Employer, the terms and conditions of this Agreement shal given. ~

17
Revised 1/20/04



I.

associated with said strategies. In addition, Employes understands that they are required
to wad and comply with all provisions and periodic updates made with respect to loan
originations and sourcing strategics as detailed on Employcr’s Intranet. Employee agrees
and understands that Employee is responsible for regularly reviewing Employer's Intranet,
Jncluding but not limited to the Lending Page and Corporate Compliance Page in order to
be kept abreast of Employer policy and/or procedure changes and revisions, supplements
or rescissions to this Agreement (collectively Updates”), Employer will provide
Employee with written notice of such Updates as they @our. For purposes of this
Agreement, written notice shall be defined as electronic (via email or intranet) or bard
copy communication (“Written Notice”),

Employee must generat: six (6) closed loans each month, as defined in section
IN(A)(1Ma)G), which must be sustainable business, which as used in this Agreement
includes, but is not limited to purchase wansactions, builder business, minority business
and GM Family, Further, the Divisional Manager may establish written requirements that
certain levels of production be maintained (.¢. GM Family, FHA, Purchase, etc.) The
Divisional Manager has the discretion to change the minimum production standards, at any
time, upon prior Written Notice to Employee. The new minimum production standards will
be effective the first day of the first month after the date of the Writen Notice, If
Employee fails to met the-minimum production standards, disciplinary action, up to and
including termination may result,

H. _ Employes is not cligible for paid time off (PTO) in accordance with Employer's Employee

Handbook. However, Employee agrees that all vacation requests must be approved by
Employee's District Manager at least 30 days in advance. Employees not meeting
minimum production standards as defined herein may not be approved for vacation.
Employes is still required to meet minimum production standards in months where a
vacation is scheduled,

COMPENSATION

Employee shall be entitled to compensation in accordance with the terms of this Agreement.
Employee shall not be entitled to any other compensation unless approved in writing, in advance,
by the Regional or Division Manager or the Senior Vice President of Retail Lending.

For the services rendered by Employee under this Agreement, Employer shall pay Employee
compensation on Loans originated by Employee or other services performed in accordance with
the terms and conditions set forth in this Agreement.

COMMISSION
1, EARNED COMMISSIONS

a. A commission is deemed earned when a loan closes andfor transfers to servicing and all
Employer policies and/or procedures are adhered to and completed by Exnployee,

i, For the purposes of this Agreement, a ioan is “Closed” witen settlement is completed
and the mortgage finds ure ectually disbursed to the mortgagor. (For example, the
closing date for a refinance loan occurs on, the expiration of the three (3) day right of
Tescission period and the funds are actually, Hisbarsel tothe mortgigon

3 :
; Revised 1120/04


i.

LIMITATION OF EMPLOYEE'S AUTHORITY

Until such time as Employce receives Desktop Underwriting (DU) certification, Employee
shall have no authority to issue 2 loan commitment or modify the terms of a loan
commitment, After receiving DU cestification, Employee shall have the authority to issue
commitments and modifications thereof for loans that have received DU approval.
Employee shall have no authority to enter into any other contract or agreement, which
would be binding on Employer without the prior written approval of Employee's Division
Manager and/or Regional Manager.

DUTIES AND RESPONSIBILITIES

A.

Employee agrees to devote Employce's full time, attention and energy to the position of
Loan Officer as outlined in the loan officer job description as published by the Employer
from time to time subject to the direction and control of Employer and shal} utilize
Employee's best efforts in the representation of this position and the solicitation of clients
for Employer.

Employce is employed as a Loan Officer to originate real estate trust deed and/or
mortgage Joans on one-to-four nnit properties ("loans") and to repstsent Employer with
respect to other associated products as deemed appropriate by Employer in the territory
designated by Employer. The term "Originate” as used in this Agreement, includes the
taking of applications, coordinating and assisting in the processing and closing of Loans
and such other duties as sct forth in policies, procedures and guidelines adopted by
Employer for loan officers.

Employee agrees not to engage in the salo of or represcnt any other product or strvice
that the companies of GMAC Residential Holding Corp, offer while employed by
Employer including, but not limited to, the origination of trust deed and/or mortgage Loans
for Employce’s own account or for any other mortgage banker or broker, Employee, at
all times, will comply with Employer's policies, procedures and code of ethics and the
ules, regulations, laws and ethics of the mortgage bauking industry, investors, HUD, VA,
GNMA, FNMA, FHLMC, local jurisdictions, state and federal governments. Employee
agrees to only engage in mortgage banking transactions in the States that employer is
licensed in which is designated by employer's licensing unit. -

Employee, as a condition of Employee's employment, shall at all times possess a valid
motor yelicle driver’s license, a vehicle in good working condition and active state
required automobile insurance coverage. Employee shall provide evidence thercof at time
of employment and thereafter at any time requested by Employer,

Employer's lending policy is to treat all loan applicants in a manner that is fair, reasonable
and non-discriminatory, Employee agrees to adhere to the Pair Lending Guidelines as
detailed on the Lending Page on the Employer's hitranct when originating, underwriting,
processing and closing Joans. Failure to comply with the Fair Lending Guidelines may
subject Employee to disciplinary action, up tw und including temnivation of employment.

Employee, as a condition of employment, shall take and attend all required training and
compliance courses, s¢minars, workshops and attend any and all mectings related thercto
as set forth by Employer. Employée shall. maintain compliance with all of Employer's
sourcing strategies (builder, GM Family, HIG, efp,) including all affirmation: policies
2
Revised 1/20/04


Commissions will be paid only for loans that are approved prior to and including Employee’s
termination date and Closed on or before thirty (30) days after the date of termination. The

Joan is considered approved when there ate only minor conditions to be cleared, including but.

not limited to verification of employment, collection of paystubs.

In situations where Employee has been terminated for cause or where Employes has engaged
in actions that have resulted in 2 loys sustained by Employer, commission payments will only
be paid for Loans Closed up tm and including the date of termination, Further, commission
payments, up to and including the date of termination, may be offset or withheld in accordance
with section 11(6) of this Agreement.

Payment of any earned commissions due will be made in a lump sum on the first regularly
scheduled commissions pay day after final calculation of the commissions due, but not later
than 60 days after termination. To the extent Employes is eligible to receive any gift, prize,
award or bonus under any program, Employee must be actively employed by Employer ont the
date that such such gift, prize, award or bonus must be redeemed or is payable in order to
receive such gift, prize, award or bonus,

In the event Employee transfers within Employer to a non-proxducing position, Employee shall
remain eligible ty receive ull camed commission, as defined herein, on loans Closed within 90
days after the transfer date.

B, CHANGES IN COMPENSATION

Employer may within its discretion change the amount of compensation to be paid to Employee
under any compensation plan set forth in Gris Agreement by giving Written Notice of the change
to Employee. The changes shall be effective on the date of the Writen Notice and shall apply to
Loans Closed, services performed or expenses incurred after the date of the Written Notice,

Tv. EMPLOYEE OBLIGATIONS

Employee must adhere to all Employer polices and procedures as well as al) local, state and federal laws
and/or regulations, including, but not limited to FCC and FTC regulations regarding the sending and placing
of unsolicited facsimiles and telephone calls. By Employee's signature below, Employee acknowledges
that they are solely responsible for any monetary losses incurred by Employcr as a result of Employee's
breach of this Section.

Y. SALES INCENTIV)

Rmptoyer may sponsor sales incentive programs for ermployeés, No award or bonus shall he deemed
camed nor shall it be distributed to the Employee unlesy Enployer employs the Euaployee at the tine of
the scheduled distribution of the award or bonus. No cash equivalents or other substitutions will be made
under any citeumstantes, The award or bonus is not assignable or transferable by Employee during
his/her lifetime or in the event of his/her death,

Vi, LICENSES AND RESTRICTIONS ON USE }

Employee, where required by law or Employer for the conduct of Employer's business, must possess &
current real estate salesperson’s, broker's or mortgage banker's license. The license shall be kept in the
Employer's designated office. Any Employee possessing a real estate salesperson's or broker's license

13
Revised 1/20/04


firther agrees to destroy such records maintained by him/her on his/her own computer
equipment and promptly make available to Employer such equipmicnt for inspection to ensure
compliance with Employee’s obligations under this Paragraph.

D, Non-Solicitation of Employees. Employce agrees that during Employee's employment and
for a period of twelve months after Employee's employment terminates (regardless of the
reason for the termination), Employee will not: solicit for employrnent, either directly or
Indirectly, any person who is employed by Employer; advise or encourage, cither directly or
indirectly, any employee of Employer to termivate his/her employment with Employer; or
-advise, encourage or abct any person or entity, either dircetly or indirectly, to solicit aay such
employee for employment with someone other than Employer,

E, Employee Diselosures and Acknowledgments

1, Confidential Information of Others, Employee certifies that Employee hus not, and will
not, disclose or use during Employec’s time as an employee of Employer, any confidential
information which Employee acquired as a result of any previous employment or under a
contractual obligation of confidentiality or secrecy before Employee became an employee of
Employer, All prior obligations (written and oral), such as confidentiality agreements, that
Employee has entered into which sestrict Employee's ability to perform any services as an
employee for Employer shall be listed below under the heading List of Prior Obligations.

List of Prior Obligations (attach additional sheets and/or documentation if necessary):

2. Scope of Restrictions. Employee acknowledges and represents that the scope of the
Testtictions cositained in this Agrecment are appropriate, necessary and reasonable for the
protection of Employer's business, goodwill, and property rights, Employee futher
acknowledges that the restrictions imposed will not prevent him/her from eaming a living in
the ovent of, and after, the end of his/her employment with Employer, for whatever reason,

3. Prospgetive Employers. Fmployee agrees, during the term of any restriction contained in
this Agreement, to disclose this Aprecment to any entity which offirs employment to
Employes, Employee further agrees that Employer may send a copy of this Agreement to, or
otherwise make the provisions hereof known to, any of Employee's potential employers.

F, Injuactive Relief Employee agrees that damages will be an inadequate

remedy for bteaches of this section of the Agreement and in addition to damages and any other
available rellef, a court shall be empowered to grant injunctive relief.

x. AFFILIATES OF EMPLOYER 5 ”
Recognizing that Employer may conduct its business et various times undet one or more different entities,

Employee agrees that the provisions of this Agreement shall be for the benefit of and may be enforced by

Employer and any of Employer's present or future affitiates as designated by Employer,

Xi = PROGRAM REVIEW AND. DI

Employer reserves the right from time to time, by Weitten Notice to-Emplayee, to anes any of the teins.