Free Response to Motion - District Court of Colorado - Colorado

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 1 of 18

EXHIBIT L

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 2 of 18

EMPLOYM AGRE
This Ageement (the "Ageement") establishig an employment relationship is between
Hearland Mortgage Compinyand\or Heaand Ho~ Fince, Inc.Jhafereollectvely

referred to as "Healand" or "Employer") and 'isfZoc.£ ~~-r (the
"Employee"), is dated asofthis 15 day of .JloL.Y ,200.3.

WHREAS, Healand is a licensed reidential mortgae origition company in varous
states as fully disclose

on Rider A attached heretò and mata a corprate offce at 1401

Bradig Lae, Suite 300, Downers Grove, IL 60515 (the "Home Offce"); and

WHAS, it is the intention of the paries that the Employee is to perform al seces
related to this Agreement working out of the Healand offce designted on Rider B attched
hereo and may only originate residential mortgage loan in those stes listed

on Rider B athed

hereto; and

e

WHS, Employee

ha exerience and knowledgem the origion of

redeti

mortgages or desires to gai expenence in the origination of residential moltgages ánd once

employed wil be resptnsil)le for assisting Heaand in origiatig reidential mortgae loan; and

. WHAS; Heaand seks to retai the Employee for the purose of assist
Healand in the penormnce of the origination of

residential mortgage loans (herer referred

to as "Loans"); ánd
.:

WHAS, Employee is wig to make its sece avaiable !o Heaand for the
purpose of asstg Healand in the origiation of

residential mortgage 10MS;

. NOW, THORE in consideration oftbe mutu covenants, herei contaned the
suffcien of

which is acknowledged, it is agr as follows:

1. EMLOYM AND ACCEPTANCE OF EMLOYM: Hea hery
employs the EmploYceand the Employee herby accts emloyment ùJln the ter and

conditonS heeier se forth.
2. AT WI EMLOYM: SubjeC to applicale law in the stte or

sttes in whch

ths Agt will be penn Employe under and ag tht Employs
emoym by Employ sba be at all time Aat wi ~ employment. Emloy re th right
to tee Employees employmt wi Employer at any tie for an

e

or wihou case. Likewse Employe ñiy regn Emplos empioyent wi Employe at
an time fo any reason.

ren wlev, wi

3. REREENATIONS AN WARffS OF EMLO'i: (a). (i) Employe
reprets that he wiperorm his duties purant t~ ths Agr 1I govered by applicable -

ste an feef.1iw iid will asst _ Healan in the. petìce~or morte 1()
origiaton aces. . (i) Employ reres that Employe shalli no authoii to bind

'f

e
. DEF 07892

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 3 of 18

Erployer to the payment of any money or the doing of any act or thing, or incu any debt,
obligation, liabilty orcxense for which Employer is or may the Wrtten consent of becme liable

without fi obtaig

Employer. In th~absence ofEmployers prior wnttenconst, aiy debt,

obligation, liability or expense incued by Employee sha be the sole responsi9liy of

Employee

and Employer shal have no liabilty for or obligation to Employee regaringsnchdebt, obligation,

liabilty or expense. .
(b). The Employee acknowledges that he has been inormed tha the Employer stctly

forbids the solicitation of any customers whose loim applications were pending at the time of the
termation of the Employee from any previous employment, either as any employee or

independent contractor, for the purose of swtchig these loans from the preous employer to
the Employer. The Employee applications were pendig

represents that he shal not solicit any customer whose loan
at the time of termnation of

any prevous employment either as any

e

Employer. . .
subjec to applicale copyrght protection for any purse relaed to (c). The Employee represnts that asofthe date of ths Ageeent the

employee or indepedentcoiltractor, for the purpose of switchg these loantrm the previous written employer to the Employer. The Employee further reprets tht he ha not tacm any disks which ar the propert of any prevous emp1oyeindshal not use an rerds and computer such Wrttn recrds or computer disks to solicit any loan àpplicas norshi he uscany matenal

his emloýment by the

ßmployee is not

bound by (i) any contract obligation to a prevous Etiployerthat woul¡Jrestct thê Employee

frm entering into ths Agment or in any way competgwith a preou employe (d) or any
other contractl ageeent relatng to an fu or Par tie employment.
Employêe

(d). The wi be. exclusive,

reresents andwarnts that his employmeñt wih Heaand is and

and the Employee

shal not have (i) other fu or par tie employment; or(ü)
any other compa Iice pian to

peorm any residential ~orgage oiigiationactes for applicale stte

law or an other entity eXempt from licesu andlorany othenmtity tliis

re to beme lice under applicale state law

but hanotbème sO liceed.
kee se from other Høaiu employee

(e). The Emp10yeeagr to saegar and his computer pasrds and user name, designated

Heaand Inrmon TèCology penn

exceted.
(t). In re to any applicale state liceingreent$ to. whicl the Eniployee is subjec (i) the Enployee wi advise Heaand (in wr withn 10 ciay) '\~en he is Iice or
whe hi lice sttU chges or if a lice is dened or if alice.Íl reed (u) th win adse the lice

Emloyee
a copy to Hëaan)

e

chges Emloymen

to Hêïan or from Heaan to anoth emloye.

inri (inwiti with

10 days wi

when he

Employsresnsibiit to obtai applicable Iici:sc and to kee 81cl IiceCÚltt and in 2
:-

(g). The Emloye fuher rerents to Heaand that hetindtTds that it is the

tJ q.

.
DEF 07893

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 4 of 18

.gQ!d stadin and to fulfil any applicale state continuig education

reuiements. The

Employee acknowledges tht he shal not be depending on Heaand in regad to any inormtion

or requirement as to the Employees liceses.
4. TERM OF AGRENl: Subject to applicable law in the jurisdction

in which ths

contract will be penormed, ths Agreement shal remain in effec for a period oftwe1ve (12)
months from the date of

ths Agment, unless terated in accrdace with the teition

provisions hereinafer set forth. Ifnot termated

within such twelve (12) month perod, ths

Agreement shall renew for additional penòds of30 days uness terted in acrdace with the

termation provisions herafer set forth.
5. TERMATION: (a) Ths Agreement may be ternated:
(i) by mutual wrtten agreement of the pares;

e

(ü) by either par without cause upon wrtten notice;
(il) by the Employer imediately with cause, upon a material breah of any ter of ths

Agreement;
the Employee to origiate
(iv) by the Employer immediately upon the disquacation of residential mortgages in in state in which Employee is allowed to origite as

listed on Rider B

attached hereto;
(v) by the Employer imediately if the EmpÌoyee has committed an ac ~ violaton of

the submitted submitted

law; or has knowingly subrntted false inormation on a loan applicâtioñ; or knowigly an appraisa with knowledge that it tàsely descrbe the proper' or its value; or ha. thè

false or misleading. undeftig doCuentaon in regard to àmol'gae lOan totle :employe or
an investor to whom Agt; or ha violated th state not allowed to the Employer origite mol'gae loan; or ha bred terS of

ths

Ilmployers policies and proceures; or ha origied a loan in a

th Employe (as liste on Rider 8 athed 'hero); aU as ~êr by the

Emloyer, in its llle discreton;
(vi) imedupon the Employees death;

(vi) by the Employe in the evt..tha the Employe ha a peen disa th maes it impossble for the Eiployee to penorm the esettial functonS ofthejob ev wi renable accmoation.

e

Upon such ternaon Heaand shal continue to'proc al mortgaloan applicaons taen
by th Employ for Heaand through the date of such tertion.

3

~

.
DEF 07894

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 5 of 18

the date of
. (b) Upon a termation without cause any loan that funds with 15 days of

such termnation shall ea the Emploiee a fu commsson as set forth herein. Afer such i 5 day period and continuing through the 30 day from such termaton, the commssion normly paid
to the Employee will be reduce by one half. Afer such period

no furter compention will be

paid to the Employee. Ùùrig such penod afr termtion the Employee sha not be paid for a
loan application taken on behaf of the Employer pnor to tertion inthê event tht the
Employee solicits the sae custo.mer for a new loan for a new employer of

the Employe.

(c) Subjec to applicable law, in the event ora termtion with case due to fraud in the origination of a residential mortgage, or misappropnation of client monies the Employee sha be paid only for loans which have closed prior to or on the date of Such tenntion with case.

6. . EMLOYES DUTæS: The Employee agrs to actvely engage On a full time
basis in the origination of mortgage loans to the general public each loan application he originates. The Employee furter all applications in compliance with applicale state and federal and to asist in the

procsing of

agees t!' mataiCUent recrds of
law, to mainta loan fies in .

e

compliance with the policies and proceures set forth by the Employer, to follow aU policies and
procures se fort of the Employer, and by the Employer, not to make any representations or commtments

on beha

at al times, to uphold the good nae and reuton oftM Employer. In
the Employer:

àddition the Employe shïIlpursan to the policies and proceures of

a. Arge and/or attend closing of sad Loan; and

b. Collect all monies due and owig to Healand as a. result of ea£h Loan

c. Take al Loan applications in the name ofHealand and on be of
cunt in isses relating to mortgage origiatons iad investor
those stes in which this Ageeent will be

H~land. .
permed.
as to the source, use and dispsition of sad fuds

transaction. .

d. Remai

reuiments and to comply with aU applicable state licesi requireientsand contiuin
educaon reuients of

e. Comply with all policies and proures of the Employer whch relate to the
, vecaon of

hou worked iid preapproved overte hours.
recved by the Employe purst to this

7. DEPOSIT OF FUS: Al fuds

appra ree orctt .reorts, sh be nle pll)'le Ageeent, such as applicaon deposits for to Healand and shal be imediatelgí to Heaand to be depsite to Heamtls bank

e

ll wih doentaon

for c:

Borrower.

~
4

e
DEF 07895

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 6 of 18

. a.-COMPENSATION TO PARTIS: Healand agree to

mae payments to the

Employee in accrdace with Schedule A attached hereto and incorprated by reerce into ths

Agreement.
9. ADVERTISING: Any adverising by Employee shal

be pre-approved by Heaand

prior to its use. Advertising shall be deeed to include, but shall not be limted to, adverisements piecs, busiess cads etc.
in newpapers, magaZnes other penodicas, radio spots, maig

Hearland shall either approve or reject sad advertising in a timely maer. All such adversing
shall be on behal of

Healand and shal comply with applicale law and state liceg

requirents. To the exent any pre-approved advertsin pieèe is died individualy to the

Employee such Employee sha be resonsible for al costs and chages asiated with such
advertsing and sha at the time of a request for approval demonsate to Heaand tht such

adverising has be paid in full. .
10. DELIVY OF DOCUMATION: Employee agrees that

upon enterg into a
ii th

e

Healand in wrti and supply Healand with a copy. Employe

Ageement with a Borrower (i.e. a Customer Agreeent) the Empioyeeshall imediit~IY inorm al pertent fuer
which data for eah Loan fie sh be delivered to the offce ofHeaandout of

the Empioyee

works in a timely maer. Healand shal maitai sad fies in such offce and such fies shal be
made avaiable for reew by Employee during norm business hours.

11. REIMUREMNT FOR TRG COSTS: In the evnt that the Employee ha
eleced to recive special traing from the Employer the Employee agee to reimbur

the

Employe for the cost of such trg as

indicated her. Employ~ ag thatthecost of such

traig is as detaied on Rider C attched hereto. In-the event the Employee leaves prior to the

one yea anver oftbis Ageement he is responsiblefor makg full reimburentfor the
trng cost as se fort on Rider C. Such su shall becme imedatclydue and the Employee upon wrttende'and. In the event thatEtnploye niust rert to to collec such su th Employe sha

leg pros

payale frClm

of the Rinloy in

coecgiích sums. .

be responsible for al reaiile attomersfes and costs

12. CONFENITY, NON-SOLICITATION AN RESTRCTI

COVEANS.

12. i CONFENIT. (A) As usherei the te .Confdential Inonntion~ sh
me an an al non-publicintmtion. including but not limted to al data compiltions
Heaim's re of

progr devce stes or meds coriing or related to (ì) th,fi cóndtionof
opeons. and amoubtsof conition~d;to otiêC ia emPlOYee;
of saes (u) th ter and cond~onS (mclidingprice) and sece of Heala an theCuITt sttus of

and offenofsaes of~eprouct

e

Heaand's rëatiòilp wi any cuomer,

mortga bii or invor (il) the ters, conditions an currt sttus ófHei's
the identies and busines preen of Hearland's acal and prpe mortga loan
5
agen and relationship with

an customer, mortga baner or myesor ofH~and; (iv)

~

e
DEF 07896

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 7 of 18

customer mortgage bankers, investors or any employee or agent thereof with whom Heaand
còmmunicates; (v) the trade secrets maket, maket technques skis, idea

and stregic plan

possessed, developed. acmulated or acired by Heaand; (vi) any communcations beteen Healand its offcers, directors, shareholders or employees, and any attorney reted by
Healand for any purpose or any persn retaed or employed by such atorney for the purpose of Healand; (vi) any informtion given to assisting such attorney in his or her representation of

Healand or collected by Heaand which is proteced by the Gram-Leh-Bliey Act including but not lited to the private fiancial inormation ofHealand=s mortgage cutomers given to Heaand; (viü) any inormation in rega to those companes or entities which supply internet
leads to Healand or any contact with such companes by the Employee; and (ix) any other

maner or thig. whether Ornot recrded on any mediwn (a) by which Heaand denves acal or potential ecnomic value from such matter or thig being not generay known to other persons or entities who might obtai ecnomic value frm its disclosue or uscor (b) which gives

Healànd an opportiuty to obtan an advatage over its compettors who do not know or use the

sae.

e

business and has expded or wi exend. signcat sum of invest a substantial amount of

money, and ha invested. or wi the Confdential Inormtion. Healad has thus obtained. or wi obta a vauable ecnomic as
tie to develop and use, and mata the secrec of

(B) Employee acknowledges and agrees that Heaand is engaed in a highy compettive

which has enaled' or wi enale, it to develop an exnsve reputaon

and to estali long-ter

business relationåhipswithits customers. If such Confdentil Inol1onwer disclose to
another pern or entity or use for the beneft of anyone other

th Heaand, Heaand would

suer irarable hat loss and damge. Accrdingl, Employe acknowledgeslld àgrce tht
unles the Confdential Inormation becmes publicly known tbrughlegitite origins not
involvig

an act or omission by Employee: -'

_ (i) the Confdential Inrmtion is, and at al ties hereaer shall re the sole
proper of Healand;
(u) Employe sha use his bestelfort and utmost digen to gu and

protec

the Confidential In9rmatonfrm disclosu to in compeor or èUstomer of Heaand or an oth pen, fiml"oorpration, or other entity;

(ii) unes Hea give Employee prior exre wrtten peon, du his
employment an ther, Emloye sh not usfor his own

beeft odlivg" to any

Competor or customer or an other pern. fi, corpraon. or othereßany .of the entrted with Confden Inon Whch Employee may obtan, leaabut devlop or be
as a ret of

Employee's employm by Healand; and

e

(C) Employealackowledge and agr that al docmentar and table Codenti Inormon ircludig, without litation, such Coi:dential Infortion as Employee
has commied to memry which is supplied or made avaable by H~and to the

Employee

6

f/

e
ÙEF 07897

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 8 of 18

sole1y to Ì1sist hi in peorm his servce under ths Agent is included in the defition of
Confdential Informtion. Employee fuher agree that afer his employment with Heaand termnates for any reaon:
(i) Employee sha not remove from Heaand proper, and shal imediately

retu to Healand, al documenta or tangible Confdential Iiormaton in his possesson,
custody or contrl and not mae or keep any copies, notes, abstct suares, tapes or other
recrd of any type of

Confdential Information; and

(ü) Employee shall immediately retrn to Healandin and al other Heaand
propert in his possession, custody or control includin, without litation, any and al keys,

secuty cads, passes, credt cads, and marketing literatue.

of two (2) yeas followig the ternation of

12.2 NON-SOUCITATION. (A) Employee agree tht he wi not, priorto the exiraton without the Employee's employment for any re¡n,
in conce wì oter, induce

consent of Heaand in wrtig, diretly or indirely, or by acton'

e

or inuence, or sek to induce or inuence, any persn who is engaged by Heiand as an .
employee. agcilt, independent contractor or otherwse, to terte bierlits empioyment or

engagement, nor shaEmployee diecty or indirectly employ or engage or soliçitforenployment
or engagement or advise õr remmend to any other pern or enti tht such

pen or entity

employ or engage or solicit for emploYlent or engagement an pen or entityèmploye or engaged by Heaand~
12.3 RESTRCTI COVEAN. Durig the peod of

Employee's employment by

Healand and for a penod of one (I) yea afer such employen teres for Ìr reaon
whatoeer, Employee shal not, ~ther direcly or indiy, on his oyn accunt, or as an
employee consuta, Par, joint ventuer, owner, diooor or stockolder of in other peson,
fi parerip, corpration or other entity or in in other capac; in any way: .

(a) Conduct engage in or aid or asst anyone in the conduçt of a busieswhich is

competie with in portion of the Healand=s bûSnes within a tWen fie (25) mile raus of
in Heaan offce wher Employee worked;
(b) Solicit, diV*e away

or act order frm or atempt to solicit,~iver tae away

or acc ord frm in' pen, fi piierp, corpraon or Heahaperìàt sece or wi

oth entyfOr whom

whom Heaan ha a Vedor reationsip withn

the inatêl precng twele (12) month peod. .
(0) Withliitig the prohitloIl se fort hern at 12.3(b), the Eniloyëis PR?hibited

e

from contng or soci or ofhavig any busi reatonsp on

his own ~alf or on behalf

of an ne emloy wi any compay whch provided in leads,to llCaål du.the

peod of th Employs employment. The Emloyee regitb8_lleaanhâ invesed

7

~.

e
DEF 07898

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 9 of 18

lare amòunts of time, effort and money in obtaining such interet lea companes as are use by Healand and the Employee recgnzes the value of such vendors to Heaand.

12.4 REIES. Employee acknowledges and agr tht the busiess of Heaand is
highy competitive and that violation of any of the covenants provided for inPàrgraphs 12. It
12.2 and 12.3 of

this Agrment would cause immediate imeaable and irarableha loss

and damage to Healand not adequately compensale by a monetar award. Accrdingly
Employee agees without liting any of the other remedies avaiable to Healiid that in
violation of said covenants or any of them may be enjoined or resraied by in court of

competent jurisdcton, and that any temporar retraig order or emergency preli or fi

injunctons may be issued by any Court of competentjunsdicton without notice and without bond. In the event any procegs ar commence by Heaand ag Employ for any actal or
threatened violation of any of sad covenants, Employee shall'be liable to Heaand for, and shal
pay to Healand, al costS and expense of any kid, includi reanale attorneys" fee. which

Healand may incur in connection with such proceings.

e

12.5 ENORCEMNT. It is the desire ofthe pares tht the provisions ofl'araphs
12.1, 12.2 and 12.3 be enforce to the fullest exent perssible under the in each jurisdiction in which applicailty of enforcment may be sought Accrdy without Ii~ the if any parcuar porton of

laws and public policies

gener
to any p8. or

Section 22(h) hereof

Pargraphs 12J, 12.2 or 12.3

shal be adjudicaed as invad or uneiiorcele or if

the application therf

cicumsance shall be adjudicated to be prohibited by or invald under such applÍcablelaw, such Paragraphs sba be deemèd amended to delete therefrom such porton So adjudicatec. sad
deletion to apply only

with repec to the operaton o.f sad Pargrphs 12.1, 12.~ or 12.3 in the

paricuar jursdiction SO adjudicatig on the pares and under the cice as to which
adjudicated and such Pargrphs shall only be amended to narow them to the minium exent.
required and the pares wi be deemed to have substtuted for wluch give the maxmum scpe pertted

sUch pomoriso delete words

under applicable law to Paragaphs 12.1, 12.2 and 12.3.

12.6 AVOIDANCE OF CONFICTS: It is the Employes reponsibilty to advi any
emloer subsequent to Healand of provions of the exstence of

ths Ageet iidin parcuár the

ths Secon.12. To theeient the EmpI9yeeY0lae¡the provisionsoftl
the

Ageeen whie emloved .lJ a subseqiientemployer withthe fuliíro\Jledg~of i¡cl subseuent

employe. the Emplojsh be liable to theEmoloyer PurttQth~proviSionsQfthis -

~en and tlsibseqent emj)lover shal be held reionsiblefor di sutC by

Emloyer for ai ~çtinererce witbcÛstomets of'thElllqy.

13. RE OF,RECORDS AN PROPERTY AN USE OFIN

e

PASSWORDS: Upo tertion of tliis Ageeen Employ~' sh ìmedat~ydelier all
rerds, notèS data, ínemta än an equipment of an na th ar in Emplòye's posson, or under Employes control and that are Healand's.prpeor rea~ to Ileaands

bune. Fur;Emloye upon tetation, shal notacs an CQtnut nerk or
Heaan iret sie usi prously authorize pasSWrds.
8

v

e
DEF 07899

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 10 of 18

14. BOOKS AN RECORDS: All records in regard to the Lo Applications sha at al
times reman the exclusive propert ofI:earland.

of of

Healand based upon the requirements for such benefits as

15. BENTS. Employee shal be eligible for al benefits alowed generay to employee Direcors directed by the Board of

Heaand or the vendor supplyi such benefits.
16. LAPTOP COMPUTR; SOFTWAR:
(a) In the event that Employer provides a laptop computer to Employee, Employee

understads and agrees tht such computer, togeter with any softare owned by or Ii~se to
Employer and provided to Employee, shal at al ties be and reai the Employer and shall be used only in connecion with the

exclusiv prope of

conduct ofEmployer=s business and in acrdace with any and al rues policies, proceures and orders Employer may from tieto

time adopt or give.

e

(b) Upon teration of and/or softare

Employee=s employmnt with Employer, any laptop computer

and rclat~ docuentation owned by or licensed to EmploYØr, incluclg any

Copies thert: shal be imediately returned to Employer. Employee furter ag tht upon

termtion ofEmployees employment with Employer, Employer ma:ywithldanfand al
compesation due or to becme due Employee fromEtploycr 1Iti an laptop

coniute,

softile aid/or related doCumentation owned by or licens to Employer, includi any

copies

thereof, are retrned to Employer. .:
(c). In

the event that Employee brigs laptop computers,or softar onto the premies of

the Employer, the Employer shal have no responsibilty to saeguard such item and wi not be responsible ifsuch jtemsare danagedot stolen.

17. EMLOmwiSIT AN INT ACTIS: Dug the term of
Employees erploym with Employer, Employer may make avaiable to Employee space on
Employs corp~te websi~eandlor alow maie) sys.~ploYeesus of Employee

us ofEnployers e1ecè)nic nu (Ae
Employèr,in itsso)e

any spacèon Empløyers ootporatewebsìc¡ ändthe content

thet: shaat&itiel be and r:aisubjec to EmploYeispnor approva.~ployerreserves
the rigbto delete, ï'emove;ormòdif any inonition orma that

clscns,decs inpropri, imroper, inâccte, or mileagjn an~y. Etll~ye
agree tht Employ shal abde by and fully comply with an and

al rues policic: ptcCeur

an order which EmlOy may frm t!me to time ädopt or gi redi Bmployers corporate

wee andor use ofEmployCls e-mai syem.
e 18. POWE

OF ATTORNEY. Employe her irly appoin Emloyer, or any

ofits auri agens, as Employees attorn-in-fa to ac for Enloyeeand in Erployers
nam (m an way Employe

could act in pern) ~.re to thefullow power: (a) to
9

~

e
DEF 07900

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 11 of 18

open and.

reew any and all correspondence, envelopes or packaes

addresse to Employee and
payment enclose theren to which

delivered via the Uiuted States Mail or other meas to Employers offces, and to tae for itself
any currncy, checks, dras, money ordjlrs or other forms of

Employer is or may be entitled; (b) to deposit any currency and endorse iud negotite any and al
checks, drafs, money orders or other forms of may be the proper of

payment made payable to Emplòyewhich are or

Employer; and (c) to the exent permtted by applicale law and/or this

Agment to deduct and withhold from any compenon due or to becme due Employee from
Employer any and all sums owed to Employer by Employee under this Agreemen or any other

ageement, whether oral or wrtten. .

19. INSURCE. Employee agree that during the term ofEmployees employment
with Employer, Employee wil maintain in effec on any and al motor vehicles inthe conduct of

use by Employee

Employer=s business a mium of$300,OO.00 in combined sigle-lit bodily

injur/proper dae liabilty insurance. Employee fuer agree to defend,' indCm and hold

e

Employer haress from and against any and al claims agaist Employer for injuesor damages cause, or alleged to have been cased, by Employee whie operatig any motor vehicle in the sha noti course and scpe of Employee=s employment with Employer.. Furer, Employee
Employer within 24

hours of any motor vehicle accdent which oced in the cour and scpe

ofEmployees employmc:nt with Employer which could rest in a clai agai the 'Employee.

. 20. REOLUTION OF DISPUTS. Any dispute, clai or controversy by or between
Employee and/or Employer arsing out of or relatg to this Agrent, includig; but not lited

to, any dispute, clai or controvers regaring any competion alege to be due Employee under this Agreement, shal be submitted to arbitratiQn admistered by theAIctica Artrtion Asociaion (AA~) in Chicao, Illiois under its Commercial Aritron Rues. to the contr, in the evenf of any aleged breh by Notwthtanding anything contaed herein
Employ of

the provisionsofParaph 12.1 (AConfdëntial andPtopriet Inrmtion~) or

Paragph 12.2 (ANon.Solici~tion~) or Paragrph 12.3 (R~cte Covena) or 12.6 have the option, in its sole (AAvoidance ofConfct~rofths Ageement, Employer shal
discreton, of submittg any claim alegig breach of those provisions to .bindig arition or,

altertiy, fi suit, aganst Employe in any cour or competent jursdcton. Likewse the

reedy of Arbitron sha not apply to remedies avaiable to the Einiôyer purt to Secon

12 he.

2 i. INEMCATION: The Employee herby indemes an save haes the
Employer, its ass an sueçsors agnst any without limti th

an al'loss cost damage,.exsc.(including,

foreoing renable attomeys fe, cour coSt an other exse), and

liabilty whatser ined by it in in ma arg from in ason ag thllEmployer
of an form emloyer of the Employce.

e

Althugh the act or omion of

Employe is priary responsible for in liabilty tht

may arse due to any

the Employee ocrrng with the llpe ofhi as to the Employer in

th permance of it regulated actties, the Employee ag that tlie Employee Wi indei
10

~

e
DEF 07901

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 12 of 18

and hold haes the Employer for the consence for ceai actons by the Employe whicb
ar in violation oflaw, amount to frd or misrepresentation or simlar acions which would
impose legal

liabilty on the Eniployer. Without limiting the foregoing, such indemfication shal
liabilty impose on the Employer for the actons of

the Employee in origitig

include any legal

or attempti to origiate a mol'gage in a jursdiction in which the Employee is prohibited by this

Ageement or by the licensure sttute ofthe applicable stte;

¡be Emolovee acknowledl!es for informational oumosest~at in tl:eeve"t the

~i:~o::':a~i~~~t:di an: fraudulent activiÍ\ that lel!alliab¡ií~for su~.rtau.dulentor ill I ii" tbe in chal'able oursuaoUo Federal Båbkiotcvqroteeti~nlaw5.
22.

. .

MISCELANOUS PROVISIONS: (a) Amendment. Neither th Agent nor

any term hereof may be amended waived or discharged oraly, but only by msten in wrtig

signed by the pary agaist which enorceent of the amendment, waiver or discha is sought.

(b) Helinip. The headings in ths Ageement ate for convnience or rece only and

e

shal not define or limit the provisions hereof

(c) Applicable Law. This Ageement sha be constred in acrdance with and govered by the laws of the statè in which the designated offCe as se forth on Rider B atthed hero is

locaed.
(d) Countei:ars.. This Agreement may be exected in'seal counters, e8 of which togeter shal costtutebuto~e intrent.
Any judicial procengs bet the pares under

which shall consttute an origial but al of

(e) Jurdiction of

Cours.

ths

Ageement shall be brought in the state

in which the designted offce as se forth on Rider B

attached herto is loced..

(f) Pares in Inert. Al of

the term covets and conditiori her contaed shal

inure to the beneft of and be biding upon the pares hero, thei he succssrs and asign.

be penaY delive lId (8) ~. Notice undert)sageeent sha be in wig or set by ceed or restered in ret recpt reques to th~.pâresafthei addr
sped beow or at such addrs as designated in wrti to al put to ths paph. In th evt that the Emloy change hi addre he sha not the Employe .pito the

provions of ths paragph.
(h) Sevil; When possble, each provision of

th Agt sh be. inerreed

e

in such ma as to be efve and vad under applible law. If I! provision of Agrent, or any portn of any prvision of or othse unercble, exen of

ths

this Ageeent, is fòd tò be un or invad

such provision or porton therf shan be jiefcc onl to the

such prbiton or inidi, and the other provisionshët; an th re porton
11

of an such invad or unenorcble provon, shàl reai in full foi an ef.

tY

e
DEF 07902

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 13 of 18

(i) Waiver; No waiver, or aleged waiver, by Employer of any term condition or provision of this Ageement shall be effective for ¡my purpose whatsoever un~s such waiver is in wrtig
and signed by a duly authorize offcer (a Vice President or higher) of

Employer. Any waiver by

Employer of any breach of this Agreement shall not operate or be constred as a waiver of any
subsequent breach.
(j) Entire Agreement. This agreement is intended by the paries hereto of their agreement and understanding with respectto the subjec matter hereof

as a final expression and as a complete

and exclusive statement of the ters thereof and supersees any and al prior and contemporar
agreements and understandings.
(k) Section HeadinlZ The headigs of the severa seons of

ths Agent are insel'ed

for convenience of reference and are not a par of and are not intended to govern limit or aid in
the constrcton of any term or provision thereof.
(1) Constrction When necesa, the masculine shal include the feminie or neuter and

e

the sinlar sha include the plural and vice versa.

(m) Assignent (i) This Agreement is persona to the Employee and the Employee shal

not sell, assign or otherse transfer in ofthi rights and interes hereuder withoi,tthe prior
wrtten consent of the Employer. AnY,attempted assignent heref

without prior wrtten consent

shal be void and of no for~ or efect.

(ü) The Employer sh have the righuo iiig th Ageeent and al ofits

obligations hereunder to any pern, firm or corporaiion to whom it sells or trers a major

porton of its ass.
(n) Liquidation 12.1 (A)(vii) relating to Damges. hi the event

the Employee violates the provisions of Section
Employe by re8 of

th privac of customer ficial inonnation, the Employi: sh pay to
cost damge, or inju

the Employer the sum often thousad ($10,000.00) for inju to th breah, it beig impossible"to as or estate the ene or exct which the Employer may si. by ren of such bre and such su competion for th inju sued by the EmployetaJd not

such

is ag on as

as a penty.

(0) Em'plo~ Autorition. The Employe llthori the Employe, at it. sole reanale discétonanSûbjec to applicale law, to obt a båCkgound check onthe
Employe frm time to time while this Agent is in eff.

e
12
;-

~

e
nEF 07903

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 14 of 18

iN WISS WHOF, the paries have execte ths Ageemen as of

the dae fist

above wrtten.

Employee

Employer
Healand Home Finance, Inc.
Healand Mortgage Company

'~vc.e Po~r5
?:'1 n1AfT sT.
ß'il.E. V~., i Ro

1401 Brading Lae
Downers Grve, lllinois 605 I 5

~~~"
e
Employee's Social Secty Number:

BY:,~.
Its: .PG,¿... -.t ~,.p,e.

:53~.s- fø/o'l

k:\Ig\38093\employment4.to\3-25-03\3~3 1 -03\4- 1 4-03\5-5-03
.:

e
13

~

e
DEF 07904

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 15 of 18

Rider A
Licenses of

Hearland as of

,2003

e
.:

e
~

e
DEF 07905

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 16 of 18

Rider B
Designted Offce of

Emplyee and States Where Originaton pertted

Designated

Offce

of

Employee: .prrßù£/ (# 2) PeAJ~::Y£.VA-,vIA

States in which Employee may originate residential mol'gage loans: _PA ~ ('14,

e
Employee Intials Æ

e

e
DEF 07906

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

..

Page 17 of 18

Rider C

Reimbursement to Employer for Training
Cost of

Trang:

~ -e (i-~tl)

Employee Initials BfZ

e
.:

e

e
DEF 07907

Case 1:03-cv-02485-MSK-PAC

Document 345-48

Filed 02/16/2006

Page 18 of 18

Schedule A

Compenstion
For al servCes rendere by the Employee under ths

Agent,the Employer sha pay the

Employee a commssion upon fuding of residential and commercial financig obtiiil for clients
generated by the Employee based on the following commssion Schedule:

Heartland Led

Employee Generated Lead
.470""'"

HM#
Conformng

35%*

HM#
Non-Conf

40%*'

52%U

e

Brokered

30%*

42%*

* % commssion paid on applii;le fees less the proceng fee ** % commission paid on applicale fees includig the procesing fee # any lóan in which Heaand acs as the Leder
The commssión paid on each loan shal -payale on the fi pay dåyfollowi the disburseen of dil: tw or les days the funds on said loan provided, howèver, tlatan fus! prior to said payday shal be payale on the send payday folloWidisb~en.

_In additin to the.abve the Employe wil recve a se~möìitly clw ofS500.00 agnst
commssons so that at notirp shal an Employee

be pad Jes th gross wt"of$500.oo durg

any two week pay peod.

e

r

e
DEF 07908