Page 20 of 21)

This Agreement embodies the parties’ entire agreement and supersedes and replaces all previous employment
and compensation agreements between the parties, whether oral or written. Except as 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. All 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 terms and conditions of
any oral or written employment policy of Employer, the terms and conditions of this Agreement shall govern.

XVI. 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,

XVII. 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 shal! not be
construed to be a waiver of any succeeding breach or any other covenant.

XX. EMPLOYMENT AT WILL

Employee acknowledges that Employee’s employment with Employer is at-will. Employer or Employee may
terminate Employee’s employment without notice at anytime and for any reason not prohibited by law. Any ,
representation 10 the contrary is not binding upon Employer unless signed in writing by a member of the
Employer’s Executive Committee and the Employee.

TN WITNESS WHEREOF, the parties have executed this Agre e day and year above written.

Ckten S (other Os

WITNESS LO eiloyee

Regional Manager

20
Jan 18, 2005


Page 14 of 21)

¢. 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 Employee’s Division
Manager (or designee), in the Division Manager's sole discretion, determine
that Employee is no longer eligible to utilize a LOA.; or, should Employee’s
employment terminate, either voluntarily or involuntarily, Employee 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 (or designee) Written Notice of Employee's
intention to cease utilizing a LOA.

d 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 detailed in the chart above. In
any month in which a LOA works less than 30 hours per week, the
commission adjustment to Employee’s commission will be made based upon
the Exclusive Part-Time LOA plan 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 (or designee’s) sole discretion, determine
that Employee is no longer eligible to utilize a LOA.; or, should Employee’s
employment terminate, either voluntarily or involuntarily, Employee’s
commissions will be adjusted according to the chart above ~ based upon
Employee’s production as of the date that Employee ceases utilizing a LOA.
Employee must give the Division Manager (or designee) Written Notice of
Employee’s intention to cease utilizing a LOA.

e. Any and all disputes relating to the adjustment of Employee’s commission, as
detailed above, shall be resolved in the discretion of Employee’s Division
Manager (or designee).

G. PAYMENT OF COMMISSIONS WHILE ON AN APPROVED LEAVE OF ABSENCE
In addition to 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 commencement of the disability), Family Medical Leave (FMLA), or military leave,
Employee will be paid on all loans in. the Employee’s pipeline at the time of disability as follows:

1

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 (i.e. conditions other that minor conditions to
be cleared, including but not limited to verification of employment, collection of pay
stubs, etc.) as of the first day of Employce’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,
Employee 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

4

dan 18, 2005


Page 5

of 21)

2. In each month, either. he cumulative number of Closed loan units, cumulative dollar
volume of Closed loans, or cumulative origination value of Closed loans will be used to
calculate the commission rate under each commission plan.

¢ For example, an Employee closes 3 loans totaling $500,000 using the
OVA Commission Plan; and’7 loans totaling $1,500,000 using the BPS
Commission Plan. The Commission Rate earned for each EZPrice Closed
Joan is based on the cumulative 10 loan units or $2,000,000 in cumulative
dollar volume, whichever is more favorable to Employee. The
Commission Rate earned for each OVA Closed loan is based on the
cumulative origination value for all 10 loan units,

© Continuing the example, the commission paid for the 3 OVA priced loans
will be calculated using Section IMI(D)(1) below, while the other 7

. EZPrice priced loans will be paid under Section 111(D)(2).

3. The BPS Commission Plan is applicable to the following loans:

a, All home equity production except for home equity lines and/or loans where
the. margin or rate has been bought up or down. In these instances,
commissions will be based on the OVA Commission Plan.

b. All bond program production.

¢, All brokered loan production.

d GM Family or Supplier loans with the $250 credit to the customer.

4. Based upon business needs or failure of Employee to meet minimum production
standards, Employer, in its sole discretion, may require Employee to be paid pursuant to
a specific commission plan,

D. CALCULATION OF COMMISSIONS
1. Origination Value Added (“OVA”) Commission Plan (i.e. commissions payable on loans
where Employee selected the OVA pricing option) is described below.

a. Commission Calculation. Under the OVA Commission Plan, commissions
shall be calculated by multiplying the applicable Commission Percentage from
the table below by the cumulative origination value of OVA priced Closed
loans as explained below.

1, Monthly OVA Pool. A pool will be created based on the formula set
forth below (the “Monthly OVA Pool”). As noted in Section M1(C)(2),
all loans except Brokered Out loans that are closed by Employee
{regardless of the manner in which they were priced) are used in
calculating the Monthly OVA Pool below.

‘Loan Origination Fee

+ Servicing Value (“SVA”)

+ Home Equity Piggyback or Stand-Alone Empfoyer assigned value

- Pricing Enhancement (a subsidy by the Employee from his/her
commissions and not a subsidy by Employer, branch, division or {oan
investor}

= Monthly OVA Pool

2. Commission Percentage (or Rate). The Commission Percentage shalt
be determined in accordance with the table set forth below.
Commissions will be paid at the Commission Percentage applicable to
the Monthly OVA Poo! level achieved.

5
Jan 18, 2005


Page 18 of 21)

without violating any obligation of confidentiality or secrecy relating to the information
disclosed; (iv) is independently developed by Employee outside the scope of his/her
employment without use of Confidential Information or Trade Secrets; or (v) is Employee's
own personnel information.

4. Customer, The term “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.

C. Retum of Records/Property. Upon the end of employment with the Employer, for whatever reason,

or upon request by the Employer, Employee’ shall immediately 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 benefit materials relating solely to Employee), and all copies of all such
materials. This obligation includes, but is not limited to, the obligation to retum to Employer any
equipment (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 further agrees to destroy such records maintained by him/her on
hisyher own computer equipment and promptly make available to Employer such equipment for
inspection to ensure compliance with Employee’s obligations under this Paragraph.

. Non-Solicitation of Employees. Employee 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 employment, either directly or indirectly, any person who is
employed by Employer; advise or encourage, either directly or indirectly, any employee of Employer
to terminate his/her employment with Employer; or advise, encourage or abet any person or entity,
either directly or indirectly, to solicit any such employee for employment with someone other than
Employer.

. Employee Disclosures and Acknowledgments

1, Confidential Information of Others and Contractual Obligations. Employee certifies that Employee
has not, and will not, disclose or use during Employee’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) that Employee has entered into which restrict
Employee’s ability to perform any services as an.employee for Employer, such as confidentiality
agreements, non-compete agreements and non-solicitation agreements, shall be listed below under
the heading List of Prior Obligations. If none, please so state.

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 restrictions
contained in this Agreement are appropriate, necessary and reasonable for the protection of
Employer’s business, goodwill, and property rights. Employee further acknowledges that the
restrictions imposed will not prevent hinyher from earning a living in the event of, and after, the end
of his/her employment with Employer, for whatever reason.

18
van 18, 2005


Page 10 of 21)

Example Calculations
1, A $100,000 loan earning 2% of income with a 2.5% minimum fee
a. The Division Manager decides what if any commission is paid
on this loan.
2. A $100,000 loan eaming 3% of income with a 1.5% minimum fee
a, Base commission is paid at Employee's Commission Rate for
the month less 15 basis points, If the Employee is in the 70 bps
Commission Rate tier for the month, then the commission paid
is $550 (55 bps x $160,000),
b. Division Manager decides to pay alditiona! commission which
is calculated at 50% of 9,500 (3.00 ~ 1.50) x $100,000 x
50%) equals $750.

4. Home Equity Commissions

a.

Home equity commissions will be paid based upon the BPS Commission Plan
except for lines of credit and loans with either a margin or rate buy up or
down based on the following guidelines:

Guidelines BPS Plan OVA Plan
(HE Lines and Loans except for | (HE with Rate/Margin
Rate/Margin Adjustment)’ Adjustment)!
At Closing 25 bps x Line Amount 4.00% x Line Amount
< $140k draw OR (Commission Rate Tier - 25 bps) x | 1.50% x drawamount
< 50% Utilization draw areount +/- margin adjustment
>$10k draw AND (Commission Rate Tier - 25 bps) x | 1.50% x fine amount
250% Utilization Hine amount +/- margin adjustment
Purchase money Follow above plan with payout at Follow above plan with payout at
piggy back fa es. funding request

uy.him for access fo Home Equity

Compensation memo fr Rel Landog bat oes Serving Value adustments based on Rate or Margin buys
up or down.

Second valuation is based on the applicable Commission Rate achieved within
that month. All margin adjustments are based on credit.line and/or Joan
amount.
Purchase Money Piggybacks (HELOC and CES)
1, Commissions credited at full value at funding requested in the
Employer's system.
2. No second valuation.
Credit Only Piggybacks (HELOC with no draw at close)
Under the OVA Commission Plan, 1% value credited at loan finding in
the Employer's system (loans with margin adjustment).
2. Under the BPS Commission Plan, the value credited is 25 bps on the
fine amount.
3. Second valuation of line is last business day of second month when
compensation is adjusted based on actual utilization.
Stand-Alones
1, Under the OVA Commission Pian, 1% value credited at Transfer to
Servicing in the Employer’s system (loans with margin adjustment).

10
Jan 18, 2005


Page 7 of 21)

f. GMAC Mortgage/GMAC Mortgage Refinances

A refinance is the making of a loan secured by a first mortgage lien 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.

g- GM Employee Loans .

Family First production will be included in the Monthly OVA Pool and
commissions for this production will be cornputed in accordance with the formula
in Paragraph I(D){1)(@) above with the following exception: In Michigan,
commissions on Family First production, with the exception of dealer business
which wil) be paid in accordance with the forrnula in Paragraph JII(D)(1)(a) and
{b) above, will be on a modified plan with the following tiers:

Family First Production in Monthly OVA Poot Commission Percentage

$0-$14,999 13%
$15,000-29,999 19%
$30,000 & above 25%

Overages on GM Family loans are not permitted except for GM Supplier loans.
GM Family loans are defined as loans to GM employees including all GM
subsidiary employees, GM Dealership employees and GM Supplier employees. 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 (Satum), EDS, GM-H (Hughes), GM. -R (Retirees), GMAC
and GM SUPPLIER (Supplier). 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 eamed for loans that are placed in 7500
commitment unless previously agreed to by both the Division Manager and Group
Senior Vice President of Retail Lending.

h. Special Programs

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

i 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 Group
Senior Vice President of Retail Lending.

Jan 18, 2005


Page 6 of 21)

Monthly OVA Poot Commission Percentage
$ 0-$14,999 19%
$15,000-$29,999 25%
$30,000 & above 31%
Examples;
Monthly OVA Pool $25,000.00
Commission Percentage 25
Cumulative origination value of OVA loans $20,000.00
Commission $ 5,000.00
Monthly OVA Pool $50,000.00
Commission Percentage 3L
Cumulative origination value of OVA loans $35,000.00
Commission $10,850.00

b. With the exception of Brokered Out loans, loans priced under the BPS
Commission Plan (EZPriced loans) will be counted when calculating the
Monthly OVA Pool. The origination value of EZPrice loans will be calculated
as outlined in Section IM(D)(1)(a). For example, if the BZPrice loan is using
-875% of subsidy, the first 625% is charged to National and .25% is charged
to the Branch. If this was a conventional conforming fixed rate loan in zone |
(SVA 1.55) at $100,000, the calculation to determine cumulative origination
value will be: $1,000 origination + $1,550 SVA = $2,550 less $250 Granch
portion of subsidy) = $2,300. This calculation will not impact the Commission
Rate for loans priced under the BPS Commission plan, it will only be used to
determine the Monthly OVA Pool.

c. Overage will not be paid until servicing values have been exceeded, Overages
will be compensated at 50% of overage ncome (after margins have been
exceeded) and is limited to a total of one percent (1%) of the loan amount.
The overage commission calculation will be done on a loan by loan basis at
time of lock-in and validated and paid out after funding. Existing policy, which
is subject to change with proper notification, must be enforced regarding
restrictions on overage.

d. FHA/VA Loans
FHA/VA production will be paid according to the formula in Paragraph
TH(D)(1{a) above.

. Construction to Permanent Loans

A construction to permanent loan (“CPP Loan”) is a loan to an individual to
construct 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 loan must
meet all the requirements of Employer’s Construction/Permanent Program as
defined on the Lending page of Employer’s intranet. The one time close product
will be paid according to the formula in Paragraph I(D)(1)(a) above. 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.

6
Jan 48, 2005


Page 19 of 21)

3. Prospective Employers, Employee agrees, during the term of any restriction contained in this
Agreement, to disclose this Agreement to any entity which offers employment to Employee.
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, Injunctive Relief. Employee agrees that damages will be an inadequate remedy for breaches of this
section of the Agreement and in addition to damages and any other available relief, a court shall be
empowered to grant injunctive relief.

xX AFFILIATES OF EMPLOYER

Recognizing that Employer may conduct its business at various times under one or more different entities,
Employee agrees that the provisions of this Agreement shall te for the benefit of and may be enforced by
Employer and any of Employer's present or future affiliates as designated by Employer.

XI, PROGRAM REVIEW AND AMENDMENTS

Employer reserves the right from time to time, by Written Notice to Employee, to change any of the terms and
conditions of this Agreement, including, but not limited to, the compensation schedules for all loan and 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. FURTHER ASSURANCES

Employer may have the need to update Employee records, personnel files and conduct background
investigations. Accordingly, Employer may from time 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 Employees qualifications and/or Employer's reputation.
Upon request by Employer, Employee shall 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 discipinary action up to and including
termination of employment.

XIII. MISREPRESENTATION

Employer maintains a “Zero Tolerance” policy on matters relating to fraud or misrepresentation. 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 misrepresentation and colluding with appraisers to inflate the value of the property in
question. Engaging in any of these activities or any illegal activities may be’subject to disciplinary action and may
result in immediate termination of employment for cause, at the discretion of the Employer. Further, participation
in fraud or misrepresentation may result in criminal prosecution.

XIV. SEVERABILITY

{f any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the
remaining provisions of this Agreement, if capable of substantial performance, shall remain in full force and
effect,

XV. ENTIRE AGREEMENT

19
Jan 18, 2005


Page 9 of 21)

a Overage commission will be paid on EZPrice loans at a 50/50 split and is

: limited to a total of one percent (1%) of the loan amount, Subsidy may

‘ generate overage on EZPrice loans. Overage is not permitted on Bond
Programs except on CALHFA loans.

3. Brokered Out Loans
a. Brokered loans are only allowed for products that Employer does not offer or
cannot approve. All loans to be brokered out require the written approval of
the appropriate Division Manager (or designee) prior to the brokering of the
loan and before the loan file is sent to the new lender. All brokered loan
checks require a Division Manager (or designee) signature for distribution.
Brokered loan production will count toward total production and be included in
{ meeting minimum production requirements,
1. Loans may not be brokered for price.
2, 2" mortgage loans may not be brokered.

b. Brokering foans without authorization from a Division Manager (or designee)
is considered a violation of Employer policies and procedures. All
commissions for unauthorized brokered loans are deemed unearned and will
not be paid unless prohibited by state law.

c. A Division fee (set by the Division Manager or designee) plus one percent
(1%) is established as the minimum fee income requirement of Employer on
all brokered loans for purposes of calculating commissions. Minimum fee
income includes only income eared by Employer and does not include fees
passed on to third parties. Minimum fee income must be collected as directed
by Division policy, Fee income will not be credited unless these minimum fees
are coflected and remitted to Employer. Maximum fee income is 3.5% of loan
amount.

d. Income on brokered loans will not be part of the Monthly OVA Pool. Income
is not credited until it is received in Accounting. For example, if a loan funds in
July but the brokered income check is not received until August, income will
be credited in August.

e, When the minimum fee is eamed by Employer, Base commission is paid using
the Commission Rate for the current month less 15 basis: points (adjustment
for brokered loans) multiplied by the loan amount. Additional commission is
only earned:

1. At the discretion of the Division Manager (or designee)
2. On income that is charged by the Lender as part of the program and
3. On income that exceeds the minimum fee established for that Division.

This additional commission is paid at 2 50/50 split and is limited to a total of
1% of loan amount.

f. If the minimum fee is not eamed by Employer, Base commission is adjusted at
the discretion of the Division Manager (or designee) and may require the
Employee to pay up to 100% of the difference,

9
Jan 18, 2005


Page 1 of 21)

GMAC MORTGAGE CORPORATION LAY
\ LOAN OFFICER EMPLOYMENT |

AND COMPENSATION AGREEMENT ton
| THIS AGREEMENT (“Agreement”) is made this 202. day of ZUAIE , 2005 (the “Effective

Date”) een GMAC MORTGAGE CORPORATION (hereafter “Employer") and
WAKE DLeerice. Z&.. (hereafter "Employee").

WHEREAS, Employer is in the business of mortgage banking, and desires to hire and/or retain
Employee in its employ to originate real estate trust 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, willing and able to work for Employer as a Loan Officer, and

WHEREAS, Employee'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 Employee desire to have an employment agreement directly specifying
compensation, termination and other terms of employment,

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

1 EMPLOYMENT
A. GENERAL
Employer hereby hires Employee and Employee hereby accepts employment as a Loan Officer
under the terms of this Agreement commencing on the date hereof and continuing until
terminated as provided in this Agreement.

B. REPRESENTATIONS AND WARRANTIES
Except as disclosed in Section [X(E)(1), Employee represents and warrants that Employee is not
subject to any continuing contractual obligations of a former employer including, but not limited
‘ to, continuing 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 agreement).

Employee represents and warrants that Employee’s performance under this Agreement is and
will be in full compliance with all applicable federal, state, and local requirements as well as all
Employer policies and procedures,

Employee represents and warrants that Employee has, and will maintain throughout the term of
« this Agreement, all licenses materially necessary for the lawful performance under this
Agreement.

Cc. LIMITATION OF EMPLOYEE'S AUTHORITY
Until such time as Employee receives Desktop Underwriting (DU) certification, Employee shall
have no authority to issue a loan commitment or modify the terms of a loan commitment. After
receiving DU certification, Employee shal) have the authority within delegation to issue
commitments and modifications thereof for loans that have received DU approval. Employee

1
van 18, 2005


Page 12 of 21)

F

OFFSET OF COMMISSIONS

1

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 prior o future employment
agreement, any monies necessary to account for costs or losses incurred by Employer
as a result of, tut not limited to, outstanding uncollected appraisal fees, credit fees,
prepaid commitment fees, Excess Overages, 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 Employee in accordance 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 Employee, Employee's failure to retum or
Employee's damage to Employer property or leased equipment (including 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 calls to consumer in violation of FCC and/or FTC
regulations, unauthorized expenses charged to Employer by Employee, losses sustained
by Employer resulting fiom Employee's misappropriation, fraud or violation of
Employer's company policies in genera) 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 Employee. Should Employee not pay all such obligations to Employer on
demand, Employer will offset against Employee’s commissions, expense
reimbursements, or any other monies due to Employee as detailed herein.

2. Loan Officer Assistant Plan

a. Employee may be eligible, in the Division Manager’s (or designee’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 (or designee). Employee authorizes Employer, as permitted by state
law, to deduct from Employee’s commissions, expense reimbursements, or
any other monies due to Employee, the following amounts if Employee utilizes
a LOA:

12
Jan 18, 2005


Page 11 of 21)

2. Under the BPS Commission Plan, the value credited would be 25 bps
on the line amount.

3. Second vafuation of fine is on the balance as of the last business day of
the second month when compensation is adjusted based on actual
usage. For example, Borrower draws $50,000 a week after closing, but
pays it off 30 days later, Balance is $0 on the day of second valuation
so no additional commission is earned.

f. Home equity loans are considered in overall volume totals at time of initial

payout.

g. Other considerations for home equity commissions are:

1. Ifa piggyback never reaches a Transferred to Servicing status in the
Employer's system, the commission payout will be deducted from both
the Employee and the Branch at the last business day of the second
month following closing and any production credit given will be
reversed. If the piggyback does not reach this status, it signifies that the
customer did not accept the home equity.

2. Ifthe 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 Employee.

3. Margin adjustments are assessed on second valuation for stand-alones
and credit only piggybacks.

5. Out of State Business
a. As allowable by law, Employee wil! receive a flat 50 basis point referral

commission for all Closed loans that were referred using the Out of State

- Referral Process, The referral commission is a flat 25 basis points for

brokered loans that are referred out of state. The Out of State Referral
Process can be located on Employer’s intranet.

. Based on the referral option selected, either Direct Lending or the in-state

Branch originating the loan will receive the production credit along with the
income and expenses associated with the loan. On loans referred to an in-
state Branch the manager (or designee) will code the loan as a house Joan for
which no commission is paid. On loans referred to Direct Lending the
standard commission is paid to the Direct Lending Loan Agent based on
Direct Lending’s current commission plan.

. Subject to Division Manager approval, the Employee and/or Employee's

Branch office, as applicable, may apply for out of state licensing for consistent
and substantive out-of-state business, In these instances, once Employee
and/or the Branch obtains the appropriate state licenses, Employee will
receive both production credit and commission under the appropriate
commission plan for each Closed loan, but will not receive referral
commission.

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 direct supervisor. Commissions will be
deemed as properly paid in accordance with this Agreement if not disputed within the 30 day

il
Jan 18, 2005


Page 8

of 21)

2. BPS Commission Plan (i.e. commission’s payable on loans where Employee selected
the EZPrice pricing option) is described below.

a. The EZPrice pricing structure has specific subsidy levels based on loan
amount charged at the National and Branch level. No subsidy is charged to
the Employee.

b. The basis point Commission Rate is determined by either (i) the cumulative
dollar volume of all Closed foans each month, or (ii) the total number of
Closed loans each month, including first and second mortgage loans and OVA
loans, whichever is more favorable to Employee (see table below).

Total Monthly Funding Volume Total Monthly Commission
Units Rate per loan
0 to $499,999 <6 45 bps
$500,000 to $999,999 6to9 | 55 bps
$1,000,000 to $1,499,999 10 to 14 65 bps
$1,500,000 to $1,999,999 15 to 19 70 bps
$2,000,000 or greater 20 or more 80 bps
ALL GM to GM Refinance Loans 45 bps

c. Commission Rate Adjustments (to be applied on a loan by loan basis).
Commission Rate adjustments will be made on certain types of loans as
detailed below in Section 1i(D)(2)(c)(1-6). However, the following general
rules shall apply to any such adjustments:

No adjustment shall reduce the Commission Rate below 45 basis points
(including overages).
Adjustments are not stacked except for the 5 bps reduction for the $250
credit on GM Family.
Tf loan is eligible for multiple adjustments, then he highest applicable
adjustment will apply,
For purposes of determining applicable Commission Rate:
« The home equity line amounts on piggybacks and stand-alones
will be included in Total Monthly Funding Volume.
«All first mortgage and standalone home equity lines and loans
will count as 1 Unit. Purchase money piggybacks will count as
% Unit. Credit-only piggybacks will count as 0 Units:

All GM Family loans with $250 credit (excluding GM to.GM Refinance
loans) - 5 BP reduction in Commission Rate per affected Joan,
Brokered Out Loans - 15. BP reduction in Commission Rate per
affected Joan.

Bond Program ~ 15 BP reduction in Commission Rate per affected
joan.

+ Government Fixed Loans - 10 BP increase in Commission Rate per

affected loan.

. Jumbo Loans $650k to $1,000k - 5 BP reduction in Commission Rate

per affected loan.

. Jumbo Loans above $1 million - 10 BP reduction in Commission Rate

per affected loan.

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Jan 18, 2005


Page 4 of 21)

adhered to. Any violation of Employer policy and/or procedure is grounds for

disciplinary action, up to and including termination of employment.
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 minorities or other members
of a protected class (persons having one or mote of the prohibited factors as set forth in
the Fair Lending Guidelines) can vary from those charged to non-minority or non-
protected class applicants having similar credit profiles. Employee must exercise the
utmost diligence to ensure that such variances do not occur.

a. Overages are limited to 2% on all products unless otherwise designated in this
Agreement or other pricing policy communications, Overages on FHA insured
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 area 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 Employee’s Manager.

b. Overages on Solutions Plus, HomeStretch, HomeStrength, and Settle America
loans are prohibited. Programs excluding overage are either posted in the
product announcement or the Lending Page on the Employer intranet.

c. As part of its auditing procedures, Employer will audit Employee's loan files
for compliance with the requirements of this section. To the extent it is
determined that Overages were imposed in violation of the requirements of
this section (“Excess Overages”); Employee is liable to Employer for the
amount of the Excess Overages. The Excess Overages will be an Obligation
of Employee to be recovered by Employer as outlined in this Agreement.

A loan for which no commission is earned is not considered a funded toan for any
purposes of loan officer compensation, including but not limited to any payment included
in either your basis point or originated value added (“OVA”) tiers or any other part of
your compensation plan.

No commission will be earned for loans that are placed in company investment due to a
violation of Employer polices and/or procedures as detailed in section II(B){1)(c) above
unless otherwise agreed to by both the Division Manager and Group Senior Vice
President of Retail Lending.

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

C. CHOICE OF COMMISSION PLANS

There are two commission plans under which Employee will be paid on a loan by loan
basis. The commission plans include either (i) the Basis Point Commission Plan (the
“BPS Commission Plan”); or (ii) the Origination Value Added Commission Plan (the
“OVA Commission Plan”), The choice of commission plan is determined by the pricing
option selected for the loan and the type of loan. An EZPrice priced loan is paid under
the BPS Plan while an OVA priced loan is paid under the OVA Phn.. Whether the
commission paid. using one commission pan is more favorable. to Employee than the
other will vary from loan to loan. The option to be paid under either plan is at the sole
decision of Employee except as provided for in Section I1I(C)(3) and Section II(C)(4)
herein.

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Jan 18, 2005


rage 15 of 21)

” may affect the pay out of commissions to Employee.
4, 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 while on an approved leave of absence, Employee will be
paid in accordance with section III(1) herein.

H. | PAYMENT OF COMMISSIONS IN THE EVENT OF RETIREMENT OR DEATH
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
Employee's estate, as applicable, will be entitled to commissions on all Loans in the Employee's
t pipeline at the time of death or retirement, subject to all federal, state and local withholdings and
subject to further reduction as provided in Section III of this Agreement.

1, COMPENSATION AFTER TERMINATION

For the purposes of determining compensation after termination, the erm “Termination” refers to
either (a) the date Employer terminates Employee or (b) the date Employee notifies Employer that
Employee will be terminating Employee’s employment with Employer, whichever is applicable. For
example, in the case where Employee gives notice, whether verbally or in writing to Employer on
January | that Employee will be leaving January 15, January 1 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 mortgage 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 Employee’s termination shall be the most recent
date Employee first commenced employment with any other employer or such later date as
Employer has determined.

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 Loan is
considered approved when there are only minor conditions to be cleared, including but not limited to
verification of employment, collection of pay stubs.

In situations where Employee has been terminated for cause or where Employee has engaged in
actions that have resulted in a loss sustained by Employer, commission payments will only be paid for
Loans Closed up to 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 II) of this
Agreement.

Payment of any eared 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 Employee is eligible to receive any gift, prize, award or bonus under any
program, Employee must be actively employed by Employer on the date that 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-producing position, Employee shall remain
eligible to receive all eamed commission, as defined herein, on loans Closed within 90 days after the
transfer date.

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Jan 18, 2005


Page 17 of 21)

disclose any Confidential Information for a period of 24 months following the end of Employee's
employment with Employer. Employee further agrees not to use or disclose at any time information
received by Employer from others except in accordance with the Employer’s contractual or other
legal obligations including, but not limited to, the Gramm-Leach-Bliley Act; the Employer's
customers are third party beneficiaries of this promise. Employee agrees that it shal} 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 Confidential
Information without written approval of Employer and inform those third parties and other persons
who receive Confidential Information of its confidential nature and obtain (or have obtained) their
written agreement to abide by the obligations set forth herein. Any copies made shall retain al}
confidential and proprietary markings of the original. By disclosing the Confidential Information,
Employer does not grant any express or implied license or other rights to or under its copyrights,
trademarks, or trade secrets.

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

. 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, pattem, compilation, program, device, method, technique, or process that derives
independent economic value, actual or potential, from not being generally known to the
public or to other persons who can obtain economic value from its disclosure or use; and, is
the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

2, Confidential Information. The term “Confidential Information” means al! non-Trade Secret
information (i) of, about or rekted to Employer, (ii) created by Employer or Employee or
otherwise coming into Employee's possession or control, (iii) 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 to: 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 Employer 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 {oan filés,
applications and all other information relating in any way to the customer and/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; personnel information and business
records; and information which is marked or otherwise treated or designated as confidential
or proprietary by Employer,

3. Exclusions. Notwithstanding the foregoing, the terms “Trade Secret” and “Confidential
Information” do not include, and the obligations set forth in this Agreement do not apply to,
any information which: (i) can be: demonstrated by Employee to have been known by
him/her 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 obtained by Employee in good faith
from a third party who discloses such information to Employee on a non-confidential basis

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dan 18, 2005


Page 3 of

21)

Employee must generate six (6) closed loans each month, which must be sustainable business,
which as used in this Agreement includes, but is not limited to purchase transactions, builder
business, new market business and GM Family and Supplier. Further, the Divisional Manager
may establish written requirements that certain levels of production be maintained (i.e. 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
Written Notice. If Employee fails to meet the minimum production standards, disciplinary action,
up to and including termination may result.

Employee is not eligible for paid time off (PTO) in accordance with Employer's Employee
Handbook. 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 hereii may not be approvéd for vacation, Employee is still required to meet minimum
production standards in months where a vacation is scheduled.

1. COMPENSATION

A.

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 appropriate Region or Division Manager or Group Senior Vice President of Retail
Lending. For the services renderéd by Employee under this Agreement, Employer shal pay
Employee compensation on Loans originated by Employee or other services performed in
accordance with the terms and conditions set forth in this Agreement. Compensation related to
commissions (as detailed in section II(B)) will be paid on the last regularly scheduled payday of
the month following the month in which the loans were Closed and funded on the Employer’s
system.

EARNED COMMISSIONS
1. A commission is deemed earned when a loan closes and/or transfers to servicing and all
Employer policies and/or procedures are adhered to and completed by Employee.

a. For the purposes of this Agreement, a loan is “Closed” when settlement is
completed and the mortgage funds are actually disbursed to the mortgagor.
(For example, the closing date for a refinance loan occurs on the expiration of
the three (3) day right of rescission period and the funds are actually
disbursed to the mortgagor).

b. For the purposes of this Agreement a Joan “transfers to servicing” when a
stand-alone home equity funding is confirmed by the chsing agent, the closing
package is received by the post-closing unit and the status in the Employer’s
system is changed to “transferred to servicing.”

¢. Policies and/or procedures that must be met, include but are not limited to,
locking a loan properly, locking interest rates properly, getting an extension on
a rate lock 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 churning, 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 must be

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Jan 18, 2005


Page 2 of 21)

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
Employee agrees to devote Employee'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 shall utilize Employee's best efforts in
the representation of this position and the solicitation of customers for Employer.

B. Employee is employed as a Loan Officer to originate real estate trust deed and/or mortgage
loans on one-to-four unit properties ("loans") and to represent 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 counseling the customer, taking of
applications, pricing of loans, coordinating and assisting in the processing and closing of Loans
and such other duties as set forth in policies, procedures and guidelines adopted by Eraployer for
Joan officers.

c. Employee agrees not to engage in the sale of or represent any other product or service 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 Employee'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 rules, regulations, laws and ethics of the
mortgage banking 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 employee is licensed as designated by employer’s licensing unit,

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

E. 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 Employer's Fair Lending Guidelines when
originating, pricing, underwriting, processing and closing loans. Failure to comply with the Fair
Lending Guidelines may subject Employee to disciplinary action, up fo and including termination
of employment,

F. Employee, as a condition of employment, shall. take and attend all required taining and
compliance courses, seminars, workshops and attend any and all meetings related thereto as set
forth by Employer. Employee shall maintain compliance with all of Employer’s sourcing
strategies (builder, GM Family and Supplier, new. markets, etc.) including all affirmation policies
associated with: said strategies, In addition, Employee understands that they are required to read
and comply with all provisions and periodic updates made with respect to loan originations and
sourcing strategies as detailed on Employer’s Intranet. Employee agrees and understands that
Employee is responsible for regularly reviewing Employer's Intranet, including 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 occur. For purposes of this Agreement, written notice shall be defined as electronic (via
email or intranet) or hard copy communication (“Written Notice”). ©

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an 18, 2005


Page 13 of 21)

Shared LOA
Plan

S$ Yolume/month

Units!

Adjustment Adjustment Adjustment
1~3 $0 ~- $499,999 30 bps 37 bps 1~4 $0 - $624,999 37 bps
4~5 $500,000 - 27 bps 35 bps 5-6  $625,000- 35 bps

' $599,999 $749,999
6~8 — $600,000- 18 bps 30 bps -10 $750,000 - 30 bps
$999,999 $1,249,999
9-11 $1,000,000 - 12 bps 25 bps 11~14 $1,250,000 - 25 bps
$1,299,999 $1,624,999
12-14 $1,300,000 - 9 bps 15 bps 15~18 $1,625,001 - 15 bps
$1,599,999 $1,999,999
15-17 $1,600,000 - 6 bps 8 bps 19~ 24 $2,000,000 - 8 bps
1, $1,899,999 $2,374,999
18-23 $1,900,000 - 3 bps 4 bps 25~29 $2,375,001 - 4 bps
$2,499,999 $3,124,999
24+ $2,500,000 + O bps 0 bps 30+ $3,125,000+ O bps
Example of Adjustment Calculation
PRODUCER A & B Sharing an
PRODUCER A PRODUCER B LOA
$1,250,000 Totat Production $1,250,000 Total Production $2,500,000 Total Production
8 Units 14 Units 22 Units
Adjustment for Part-Time LOA Adjustment for Part-Time LOA Adjustment for Part-Time LOA
12 bps Sbps 4 bps
$1,500 $1,125 $1,000
. $500 per LO
Adjustment for Full-Time LOA Adjustment for Full-Time LOA
25 bps 15 bps
$3,125 $1,876
* For Producer A, $1,250,000 is at a higher tier than is the 8 units, therefore, we use the $1,250,000 to
determine the commission adjustment
* For Producer B, the 14 units are at a higher tier than is the $1,250,000. As a result, we use the 14 units to
determine the commission adjustment

b, Employee’s Division Manager (or designee), in the Division Manager’s sole
discretion, may determine that Employee is no longer eligible to utilize a LOA.

13
Jan 18, 2005,



Page 16 of 21)

J, 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 this Agreement by giving Written Notice of the change to
Employee. The changes shall be effective on the date of the Written Notice and shall apply to Loans
Closed, services performed or expenses incurred after the date of the Written Notice.

IV. EMPLOYEE OBLIGATIONS

Employee must adhere to all Employer polices and procedures as well as all 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 Employer as a result of Employee's breach of this Section.

V. SALES INCENTIVE

Employer may sponsor sales incentive programs for employees. No award or bonus shall be deemed earned nor
shall it be distributed to the Employee unless Employer employs the Employee at the time of the scheduled
distribution of the award or bonus. No cash equivalents or other substitutions will be made under any
circumstances. 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 a 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 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.

VI. TERMINATION
This Agreement shall automatically terminate upon the occurrence of any one of the following events:

Death of the Employee.

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 Commission 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.

YN

VII, EXISTING EMPLOYMENT

If Employee is employed 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.

IX. RESTRICTIVE COVENANTS
A. Confidentiality Obligations, During the term of Employee’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

16
Jan 18, 2005