Exhibit 10.3
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT is made as of April 1, 2008, by and between
Impac Funding Corporation, a California corporation ("Employer"), and William S.
Ashmore, an individual ("Executive").
R E C I T A L S
WHEREAS, Executive is knowledgeable of and skillful in the business of Employer
and IMH, which includes but is not limited to acquiring for investment and sale
non-conforming residential mortgage loans and mortgage backed securities and
performing mortgage operations for affiliates or related entities of Employer
and those duties and functions identified in Exhibit A hereto (the "Business");
WHEREAS, Employer believes that Executive is an integral part of its management
and currently is and will become more knowledgeable of and be in part
responsible for developing the Business;
WHEREAS, Executive possesses extensive management experience and knowledge
regarding the Business, including confidential information concerning service
marketing plans and strategy, business plans and projections and the formulas
and models pertaining thereto, customer needs and peculiarities, finances,
operations, billing methods and customer lists;
WHEREAS, Employer desires that Executive continue his employment as President of
Employer; and
WHEREAS, Executive is willing to be employed by Employer and provide services to
Employer and any affiliates or related entities of Employer (as more fully
described in Exhibit A attached hereto) under the terms and conditions herein
stated.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, it is
hereby agreed by and between the parties hereto as follows:
1.
Employment, Services and Duties.
1.1
EMPLOYER HEREBY EMPLOYS EXECUTIVE AND
EXECUTIVE HEREBY ACCEPTS SUCH EMPLOYMENT FULL-TIME (SUBJECT TO THOSE EXCEPTIONS,
IF ANY, SET FORTH BELOW) AS PRESIDENT OF EMPLOYER TO PERFORM THE DUTIES AND
FUNCTIONS SET FORTH IN EXHIBIT A ATTACHED HERETO AND, SUBJECT TO SECTION 2.2(I),
TO PERFORM SUCH OTHER DUTIES OR FUNCTIONS AS ARE REASONABLY REQUIRED OR AS MAY
BE PRESCRIBED FROM TIME TO TIME OR AS OTHERWISE AGREED.
EXECUTIVE
SHALL RENDER HIS SERVICES BY AND SUBJECT TO THE INSTRUCTIONS AND UNDER THE
DIRECTION OF EMPLOYER'S CHIEF EXECUTIVE OFFICER TO WHOM EXECUTIVE SHALL DIRECTLY
REPORT.
1.2
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
EXECUTIVE MAY BE REQUIRED BY EMPLOYER TO DEVOTE A PORTION OF HIS WORKING TIME TO
PERFORM FUNCTIONS FOR EMPLOYER'S AFFILIATES OR RELATED ENTITIES (AS SET FORTH IN
EXHIBIT A ATTACHED HERETO) AND THAT SUCH SERVICES ARE TO BE PERFORMED PURSUANT
TO AND CONSISTENT WITH EXECUTIVE'S DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT.
1.3
EXECUTIVE WILL AT ALL TIMES FAITHFULLY,
INDUSTRIOUSLY AND TO THE BEST OF HIS ABILITY, EXPERIENCE AND TALENTS PERFORM ALL
OF THE DUTIES REQUIRED OF AND FROM HIM PURSUANT TO THE TERMS OF THIS AGREEMENT.
EXECUTIVE WILL DEVOTE HIS FULL BUSINESS ENERGIES AND ABILITIES AND ALL OF HIS
BUSINESS TIME TO THE PERFORMANCE OF HIS DUTIES HEREUNDER AND WILL NOT, WITHOUT
EMPLOYER'S PRIOR WRITTEN CONSENT, RENDER TO OTHERS ANY SERVICE OF ANY KIND
(WHETHER OR NOT FOR COMPENSATION) THAT WOULD INTERFERE WITH THE