Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 1 of 21
EXHIBIT J
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 2 of 21
EMPLOYMNT AGREEM
e
TIiis Agreement (the "Agreement") estblishing an employment relationsp is betee
Hearand Mortgage Company and\or Hearland Home Finance, Inc. (hereinafer collectively
refer to as "Hearand" or "Employet') and N ir ,+- lL",lz,ur (the
"Employee"), is dated as of
ths i day of j \A i y , 20.a.
WHAS, Heaand is a licened residential mortgage origion company in varous
sta as fully disclosed On Rider A attched hereto and maita a corporae offce at 1401 Brag Lae, Suite 300, Downers Grove, II 60515 (the ''Home Offèe"); and
WHREAS, it is the intention of related to ths Agreement workig out of
the pares th the Employee is to perorm al seces the Healad offce designted on Ridè B athed
hereo and may only originae residential mortgage loan in those sttes lite on Rider B
ated hereto; an
resdential WHREAS, Employee ha experience and knowledge in the origition of mortgages or desires to gain expeence in the origition of redeal mortgages and once emloyed will be resonsible for assisg Heaand in origiti resdential morgage loan;
and
WHEREAS, Heaand seeks to retai the Emloyee for the pmpse of assistg
Healand in the perormance of the origiation of residential mortge loans (herèi
.
.._ - ___ --..refemed-t~~$d-----_._.- - --_._ _... - - ,_, -_., .1 --.-----.-----.--. -_._._-- ,__. __,_
WHER, Employee is willng to make its serces available to Heaand for the
purose of asstig Healand in the origination of reidential mortgage loan;
NOW, THERFORE, in consideration of
the mutul covents, herin contaed, the
suffciency of which is acknowledge, it is agred as follows:
1. EMPLOYM AND ACCEPTANCE OF EMPLOYM: Heaand heby
employs the Employee and the Employee hereby accets emploYment upon the tes and
conditions hereinaft set fort.
2. AT WI EMPWYMNT: Subject to aplicable law in the stae or stes in which .
ths Agement wil be penormed, Employee understds and ag tht Employee=s emloyment by Employer sha be at al ties Aa willc¡ employment. Employe resees the
right to teÎnate Employee=s employment with Employer at any tie for any reaon whatver, with or Without cause. Liewise, Employe may reign Employe""s emloyment
wi Employer at any time for any reason.
3. RERESENTATIONS AND WARIES OF EMPLOYEE: (a). (i) Employee
reresents that he will perform his duties pursuat to ths Agreement as govered by applicable
sta and federal law and wil assist onlv Hearland in the penormance of
mortgage loan
Int. %K
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DEF 12893
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 3 of 21
origition activities. (ii) Employee represents that Empl.oyee shal have no authority to bind
e
Employer to the payment of any money or the doing of any act or thg, .or incur any debt,
obligation, liability or expene for which Employer is or may becme liable without fist
obtag the wrtten consent of Em pI eyer. In the absence ofEmploye=s prior wrtten c.onsent, any debt, obligation, liability .or expense incured by Employee shall be the sole responsibilty of
Employee, and Employer shall have no liabilty fer or obligation to Employee regarg such
debt, obligation, liabilty or expense.
(b). The Emp loyee acknowledges that he has been inrmed that the Empl.oye strctly
forbids the solicitation of any customers whose loan applications were pendig at the tie of teration of
the
the Employee frm any previous employment, either as any employee or
independent contrtor, for the purose of switchig these loan frm the pre.oUS employe to
the Employer. The Employee represents that he shall not solicit any custoer whose loan
applicati.ons were pendig at the tie of
termintion of any previous empl.oyment either as any
empleyee or independent contracter, for the purose of switchig these loan frm the previous
emloyer to the Empleyer. The Employee fuer represents tht he has not taen any wrtt
records and c.omputer disks which ar the propert of any preveus employer and shal not use
any such written records or computer disks to selicit any loan applicants nor sha he USe any
mateal subject t.o applicable copyright protection for any purose related to his employment by
the Employer.
(c). The Employee represents that as of the date of ths Ageeent the Employe is not
---------litt:1iUlS iiiiu this A:greentiiometthviplcrer, (ii) ory--------
bound by (i) any contrctual obligation to a previous Employer that would restrct the Employe
e
ether centractual agrent relating te any full or par time employment.
(d). The Employee represents and warnts tht his employment with Heaand is and
will be exclusive, and the Empleyee shall not have (i) other ful or par tie empl.oyment; or (ii)
perm any residential m.ortgage .origination activities for any
other company licened purt
oth entity tht is re to beme licesed under applicable state law büt ba not beme so licen.
to applicable state law .or any other entity exempt frm licen and/or any (e). The Employee agr to safeguar and kee sere frm other
Healand employee
his computer password and user nane, designated Heaand In.ormation Technology personnel
excete.
Employe is (t). .In regard to any applicable state licenng requiments to which the. subject, (i) the Employee wil advise Healan (in wrtig withn 10 days) when he is lice or when his license stat changes or ifa licene is dened or if a license is reoked (ii) the Emloye will advise the licensig authority (in writig withn 19 days with a copy to Heaand) whe he chages Employment to Healad .or frm Healan to another emloyer.
Int. '1
2
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DEF 12892
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 4 of 21
(g). The Employee fuer represents to Heaand that he underds that it is the
e
Employee=s responsibilty to obtain applicable licenes and to keep suh Iiceiies clDnt and in
good stading and to fulfill any applièable state contiuig education reuients. The
Employee acknowledges tht he shall not be dependi on Healand in rega to any
inormation or requirement as to the Employee=s licenes.
4. TERM OF AGREEMENT: Subjeèt to applicale law in the jursdcton in which ths
contrt will be performed, this Agrment shl reai in effect for a perod of months from the date of
twelve (12)
ths Agrment, uness terinted in acèOrdce with the tetion
prvisions hereinafer set fort. !fnot terinted with such twelve (12) month perod, ths Agreeent shal renew for additional periods ot30 days uness teted in accordace with the
teaton provisions herer set fort.
S. TERMATION: (a) This Agreement may be ternated:
(i) by mutal wrtten agreement of
the pares;
(ii) by either pa without caUse upon wrtt notice;
(iü) by the Employer imedately with caus, upon a matal brh of any ter of
ths
the Employee to orgite
Agrement;
._- -----.~Iitlaimoiage.Ii_astti:drrwliic.i Enl'lu~~B--~--- _..
(iv) by the Employer imedately upon the disqualcation of
athed hereto;
. (v) by the Employer imedately if
the Employee has commtted an act in violaton of the law; or has knowingly submitted false inormation on a loan application; or knowigly
submtt an apprasal with knowledge th it fally desbe th prper or its value; or ha sumitt false or misleaing underwti docuientaon in rear to a mortga loan to the
Einploye or an investor to whom the Employe origi mortga lOBUs; or ha br the
fcrm otthis Agrment; or has violated the
EnloyS policies and pr; or ha
ored a loan in a state not allowed to the Employe (as lite on Ride B áthed her); al as deter by the Employer, in its sole dicron;
(vi) inedately upon the Employee=s dea;
(vii) by the Employer in the event tht the Employee ha a peranent disailty th maes it impossible for the Employee to perform the essential fuctiOIl of the job even with
renable acèOmodaton.
Jnt. f4
3
.
DEF 12894
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 5 of 21
Upon such termination Hearlan shall continue to process all mortgage loan applications tacn
e
by thc Employee for Healand thugh the date of such termtion.
the dae of (b) Upon a termination without cause, any loan tht fuds with 15 days of such terination shäl1 eam the Employee a fu commssion as set fort herein. Af suh 15 day perod and contiuing thugh the 30th day frm such termation, the commssion normly
paid to the Employee will be reduced by one half. Afer such period no fuer compenation
will be paid to the Employee. Durg such pcriod af termtion the Employee sh not be
paid for a loan application taken on behaf of the Employe prior to teron in the event that
the Employee solièits the Sane customer for a new loan for a new employer of
the Emloyee.
(c) Subject to applicable law, in the event of a tertion with cause due to fr in the
origition of a residential mortgage, or misappropriation of client monies the Employe sha be
pad only for loans which have closed prior to or on the date of such teron with caue.
6. EMLOYE=S DUlæs: The Employee agrs to actively
engage öi a full tie
bas in the origination of mortgage loa to the gen pulic and to assist in the pressing of
eah loan aplication he originates. The Employee fuer ag to mata èUen rerd of
aU aplications in complianòe with aplicable ste and feder law, to mata loa files in
compliance with the polièÍcs and prèedur set fo by the Employe, to follw al policies and
prcedur set fort by the Employe, not to make any represetaon or commtmen on beha
of th Employe, and at all ties, to uphold the good nae àJd reutaon of adtion the Employe shl purant to the policies an procedurs of
the Employer. In the Employer:
e
a. Arnge and/or attend closing of said Loan; and
b. Collect all monies due and owig to Heaand as a reult of eah LoàJ
trsaction.
c. Take all Loan applications in the nae of Heaan and on behal of
Heaand.
d. Remain current in issues relating to morgage originaons and invesor
reuiments and to coply with al applicable stte licens reuients and contiui
edcation requireents of
those states in which ths Agrment will bepenormed.
e. Comply with all policies and procedur of the Emloyer whch relate to the
verfication of
hours worked and pre-approved overe hour.
Int..,'vi
4
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DEF 12895
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 6 of 21
e
7. DEPOSIT OF FUS: All fuds received by the Employee puruat to ths Agrent, such as application deposits for apprsal fees or credt reort, sh be made payable to Healand and shall be imedatly given to Healand to be deposite to Heaand's
ban acount with documentation as to the soure, use and dispsition of said fuds for
eah Borrwer.
8. COMPENSATION TO P ARTæs: Heaand agrees to mae payments to the
Employe in accordance with Schedule A attched hereto and incotporaed by referce into ths
Agrment.
9. ADVETIING: Any adversing by Employe sha be pre-approved by Healad
prior to its use. Adversing shl be deeed to include, but sh not be limted to, adverseents in newspaper magazines, other perodicals, rao spots ma pieces, busess
eas, et. Heartand shal either approve or rejeèt said adversig in a tiely maner. Al suh
adveg shall be on behalf of
Hearand and sha comply with appIicàble law and stte
licensig reuirements. To th extent any pro-approved advering piece is died individuay
to the Employee, such Employee shal be reonsible for al cost and chares associate with
such adversing and shal at the tie of a reuet for approval demonste to Heaan tht
such adversing has been paid in full.
10. DELY OF DOCUATION: Emloyee agr that upon enteg into a
Agrent with a Borwer (i.c. a Customer Agreeent) the Employe sh imedatly inorm
Heaan in Wrtig and supply Heaand With a copy. Emloye fuer agree tbt al -.- ---'---'1lnet.daoreae-lslHie dclvçreo th oflec-t-of-whieh-te--"--- --Employee work in a timely maner. Hearand shl maita sad fies in such offce and such
files shall be made available for review by Employe durg normal business hour.
e
-F""I~yc fitRll wst o£si'cl~legri-e.Wuol ~ig i" "" diimiltd tJí he is.1l8Biilll&f fW i'im~tl Rmer e-~()eaoru... 1"''' imd(í",¡..ý of ~ A¡.x"h.it
..ning'l8st ii sêt fo. th uti RIr C. Suelltmir..iatélY ilno.~blc .-o Iì~F'nY" "pnn written det1 li eVent"usi:galro to coU-t "",.h ""m. th.. P-pIyee 9h..l be telDor~5teei:im
cest of Ill", Bllllr:r In i:illteil"g "u..~
COVEANS.
12. CONFIDEN, NON-SOLICITATION AN RETRCTE
..l....t..il tn -Qei';è lllal ~-tmpl&y.t 1ìmpioy..~buo.
11. RE1MBURBM IT FOR 'fRA atKl CGSTS. Ii th event-th1heioy
Int. ~
.
5
DEF 12896
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 7 of 21
12.1 CONFIDENIAITY. (A) As us herei, the ter "Confdential Inonntioniw
shl mea any and all non-public infonnation. including, but not lited to al data,
.a compilatons, programs, devices, strategies or metods concerg or relate to (i) the fiancial _ condition of Hearland's, results of operaons. and amounts of compenstion paid to offce and
emloyee; (ii) the terms and conditions (including prices) of sales and offers of sales of Hearand's relatonship Hearland, and the curnt statu of mortgage products and serces of
with any customer, mortgage baner or investor; (ii) the ter, conditions and curt sttus of
Healand's agreements and relationship with any customer; mortgage baner or investor of
Healand; (iv) the identities and business preferences of Head's actu and prospective
mortgae loan customers, mortgage baners, investors or any employee or agent therfwith
whom Healand communcates; (v) the tre secrets maet, maket technques, sklls, ideas and
strtegic plan possesed, developed. acumulate or acuied by Heaand; (vi) any
communcaons betwee Healand its offcers, ditors, shholde or employe, and any
attrney retned by Hearland for any purose or any peron retaed or employed by such
atorney for the purpose of assisting such attrney in his or he rerentation of Healan; (vii)
any inoration given to Heaand or collected by Heaan wbièh is prtecte by the GrLecb-Bliey Aèt including but not limited to the privat ficial inormaton ofHealad=s
morge customer given to Healand; (vii) any inormon in regä to those companes or
entities whieh suly intert leas to Hearland or any contat with suèh companes by the
Emloye; and (ix) any other maner or thg. whether or not reed on any medum, (a) by
which Healand deves actual or potetial economic value frm sUèh mattr or thg bei not
...--..-----implunutknw-e- the SaIne. .. .. - -, - .. - -. ----.- .. -- -- - ------
generally knwn to other pens or entities who might obta ecnomic value frm its dilösur or use, or (b) which gives Hearand an oprtty to obta an advantae over its
e
(B) Employee acknowledges and agree that Head is enged in a high compettive
business and has expended, or wil expend. signficat sus of inves a substtial amount of
money, and has invested or will the Confdential Inormation. Heaand has thus obtaned. or will obta a valuable ecnomic aset
tie to develop and use, and maita the secrey of
which bas enabled, or Will enble, it to develop an exteve reutation lld to esbli long-
te busiess relatonships with its customerS. If such Confdentii Inon wer dilosed
to anther peron or entity or used for the beefit of anyone oth th Healld, Heaan
wo1i suer ircparle har loss and daage. Accrdgly, Employee acknowledes and
agrees that unless the Confdential hûormation becmes publicly known thugh legitiate
origi not involving an act or omission by Employee:
(i) the Confdential Inormation is, and at all ties hereaer sh re the sole
proer of Hearlad;
(ii) Employee sha use hi best effort and utmost diligence to gu and protec
the Confdential Informaton frm diclosue to any compettor or customer of Heaand or any
otr persn, tim, cotpòraton, or other entitý; . í AI 1/
. Int. v, "'
6
.
DEF 12897
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 8 of 21
(ii) unless Healand gives Employe prior expres wrtten perssion, durg his
e
employment and thereafer, Employee shal not use for hi own benefit or divuge to any
Competitor or customer or any other persn. fi, corpraon. or other entity any.ofthe
Confdential Information which Employee may obtai, lear about, deelop or be entrted with
as a result of
Employee's employment by Healand; and
(C) Employee also acknowledges and agres that all documenta and tagible Confdential Information including, without limtation, such Confdential Inrmaton as
Employee has commtted to memory which is supplied or made avaiable by Heard to the
Employee solely to assist him in performg his serces under ths Agent is included in the
defition of Confidential Information. Employe fuer agr tht after his employment with Healand terates for any reon:
(i) Employee shall not remove frm Hearand proer, and sh imedately retu to Heaand, all documentar or table Confdential Inormtion in his possession,
custody or cotrol and not make or kee úny oopies, note, abstts, sues, taes or other
rerd of any tye of Condential Inormtion; and
(ii) Emplo:ree shall immedately retu to Heaan an and all other Heaand prpe in his possession, cuody or contrl including, withut limtaon, any and al key,
secty cars, passes, credit èar, an marketig litertu.
12.2 NON-SOLICITATION. (A) Employe ag tht he will not, prior
.,-..- '._.'---'-uftw0")-ealuwiIIg tlibkuliuatoii ofEniplmployent foroiout th
conset of Healand in wrting, directly or indiectly, or by action in cocer with other, induce
.. or inuence, or seek to induce or influence, any person who is engaged by Hearand as an
to the exirtion
.. employe. agent, inependent contrtor or otherse, to tee hier/its emloyment or
engement, nor shall Employee diretly
or indiretly employ or engage or solicit for
employient or engagement or advise or remnend to any other peron or enty tht such
peron or entity employ or engage or solicit for eiloyien or engagement any pern or entity
emplöd or engage by Hearand.
12.3 RESTRCT COVEAN. D~ the perod of
Emloyee's emloymen by
Head and for a period of one (1) yea aft such employment tees for any reon
whatever, Employe shal not, either directly or indiectly, on hi own acount, or as an employe, consultat, parer, joint ventuer, owner, dièèr or stckhoider of any other pen,
fi, parership, corpration or other entity or in any
other capacity, in any way:
(a) Coduct, engge in or aid or assist anyone in the conduct of a busiess whch is
competitive With any porton of the Heaand=s busines with a twenty five (25) mile raus of
any Hearand offce wher Employee worked;
Jnt.~
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DEF 12898
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 9 of 21
(b) Solicit, diver, take away or accept order frm or attempt to solicit, divert take away
e
or accept order from any person, firm, parership, corporation or other entity for whom
Heaand has performed any servces or with whom Hearand ha a vendor relaonsp with
the imediately preeding twelve (12) month perod.
(c) Without limiting the prohibition set fort herein at 12.3(b), the Employee is prohibited from contacting or soliciting or of havig any business relatonsp on hi own behalf or on
beh of any new employer with any company which provided inteet lead to Healad durng
the perod of
the Employee=s employment. The Employee reèogi th Heaan ha
tie, effort and money in obtag such interet lead companes as ar used by Hearand and the Employee recognze the value of such vendors to Healan.
invesed large amounts of
12.4 REDæs. Employee açknowledges and agres that the business of Healand is
highy competitive and that violation of any of the covenats provided for in Parphs 12.1,
12.2 and 12.3 of
ths Agreement would cause iiedate imeaàble an irarle ha,
the other reedes available'
loss an damage to Heaand not adequately compenable by a monet awar Aècordigly
Employee agres without limting any of
to Hearand th any
violaton of said covenants or any of them, may be enjoined or retred by any cour of
compet jurisdction, an th any tempora resaig order or emergency preli or
fial inuntions may be issued by any Cour of competent jursdicton without notice an
Without bond. In the event any proceedings ar comienèè by Heaand ag Employ for any
e
-- --'- --reewhi'H-earitûiáyili\;w il (;uili:tIun witJS\cees. -------- ----, -- - _____n Pargrhs
12.5 ENFORCEMEN. It is the desire of the pares that the provision of
actual or thtened violation of any of sad covents, Emloye shll be liable to Head for, an shl pay to Healand. all cost and expenes of any kid. includ reonable atmey=
12.1, 12.2 and 12.3 be enforced to the fullest extent perssible under the laws and public
policies in each jursdiètion in which enforcement may be sought. Accrdgly without litig
the gener applicability of Section 22(h) herf if any parcul porton of or 12.3 shall be adjudicaed as invald or unforcle or üth aplication thf
Parhs 12.1, 12.2
to any par or ciruøstance sha be adjudicated to be prohibite by or invald uner such applicable la,
such Paraphs shall be deemed amended to delet thfrm such poron so adjudca sad
deetion to apply only with reect to the operaon of
sad Parhs 12.1, 12.2 or 12.3 in the
paèu1ar jursdicton so adjudicatig on the pares and uner the cirumce as to which adjudicatd and such Pargrhs shal only be mended to naow them to the milD extent. reuired and the pàes will be deemed to have substtute for SU porton so deleted word
which give the rniii sèope pertted under applicable law to Pargrhs 12.1, 12.2 and
12.3.
Int. ~
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DEF 12899
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 10 of 21
12.6 AVOIDANCE OF CONFLICTS: It is the Employee=s responsibility to advise any
e
employers subsequent to Hearland of provisions of
the existence of
ths Agreement and in parcu the
ths
this Section 12. To the extent the EmDlovee violates the Drovisions of
Agreeent while emDloyed bv a subsequent emDlover with the ful knowledir of such subseauent emDlover. the EmDlove shall be liable to the Emi:lover Dursut to the Drovisions of
ths Agreement and the subseauent emDlover shal be held reStnsble for daaiies suered bv
the Emnlover for anv contract interfernce with customer=softhe EmDlove.
13. RETU OF RECORDS AN PROPERTY AN USE OF INT
PASSWORDS: Upon terination of
ths Agreeent, Employee sb imedately deliver al
rerds, notes, data memoranda and any equipment of any nae that are in Employe's
possesson, or under Employee's control and tht ar Heaand's proper or relate to Heaand's
buses. Furer, Employe, upon teration, shal not accss any computer netork or
Heaan internet site using preiously authorize pasord.
14. BOOKS AN RECORDS: All records in regar to the Loan Applications shl at al
ties remai the exclusive proper of
Hearand.
15. BENS. Employee shall be eligible for al benefits alowed generly to
emloyees of Hearand baSed upon the reuiments for suh beneDts as dite by the Boar
ofDirtör of
Hearlan or th vendor suplyig such beefits.
16. LAPP COMPUTR; SOFTAR:
e
(a) hi the event that Employer provides a laptop computér to Employee, Employee
underds and agres that such computer, together with any softar owned by
or liceed to
Employer and provided to Employee, shall at al ties be and remai the exclusive proper of
Employe and shal be us only in connection with the conduèt ofEniloye=$ busess and in aèrdèe with any and all rules, policies, proedures and order Employe may frm tie to
tie adopt or give.
(b) Upon termination ofEmploye=s emloymen with Employe, any laptop computer
anor soft an related documentation owned by or licen to Emloyer, includ any
copes thereof, shall be immediately retued to Employer. Employee fuer agr tht upon
teaton of Emloye=s employent with Employer, Employer may withold any and al
compensaon due or to become due Employe frm Employe until any laptop computer,
softe anor related documentation owned by or licened to Emloye, includg any copies
therf, are retumed to Employe.
(c). In the event that Employee brigs laptop compute or softar on to the prese of
the Employe, the Employe shll have no rensbilty to safegua such ites an wi not be
rensible if such items ar damaged or stlen. , .r
Int. VI IT"-
9
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DEF 12900
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 11 of 21
17. EMPLOYER WEBSITE AN INTERNT ACTIES: Dug the ter of
e
Employee=s employment with Employer, Employer may mae available to Employe space on
Employer=s corporate website and/or allow Employee use ofEmployero=s elecnic mlÛl (Ae
mallê) sytem. Employee=s use of any spac OD Employer=s corporate website, and the contet
therf, sb at all ties be and reai subject to Employer=s prior approval. Employe reeres
the right to delete, remove, or modifY any inormon or maal that Emloye, in its sole
discrons, deems inpprpriate, improper, inurte, or misleadg in any way. Emloyee
agr that Employee shal abide by and fully comply with any and al rues, policies, prcedures
and orders which Employer may frm tie to tie adopt or give regadig Employer=s corporae
website and/or use ofEmployero=s e-mail system.
i 8. POWER OF A TIORNY. Employee herby irocably appints Employe, or any
of
its authorizëd agents, as Employee=s attorney-in-fac to ac for Employee and in Employer""s
nae (in any way Employee could act in persn) with respect to the followig power: (a) to open and review an and al corrspondence, envelopes or packaes adesed to Emloye and delivered via th United States Mail or other mea to Bmployeo=s offces, and to tae for itself any cuncy, checks, draf money order or other form of payment enclose therin to which Employer is or may be entitled (b) to dèposit any curcy and endo an negotiat any an al
checks, drafts, money maybe th propery of
order or other form of payment nide päyale to Emloyee which ar or
Eiloyc; and (c) to the èXtetpertt by aplicale law and/or th
Agreement to deduct and withold from any èömpenon due or to bece due Emloyee frm
Employe any and all sus owed to Employer by Emloyee unde th Agreet or any
othr
agreeent, whetlier ora Or Wrtten
e
19. INSURNCE. Employee agees th dur the te ofEmployee=s employment
with Employer, Employee wil maitai in effec on any and al motor vehicles Used by Employe=s business a mium ofS300,OO.00 in coinbined Emloyee in the conduct of
sigle-limit bodily injur/proert damge liabilty ince. Emloye fuer agr to defend,
indefy and hold Employer harless frm and agat any an all clai agt Employer for
injures or daages caused, or aleged to have be cau by Employe whie operg any
moto vehèle in the coure and scope ofEmployee=s employment with Emloye. Furer,
Emploee shll notify Employer within 24 hour of any mot vecle accident whch oc in
the coure an scope ofEmployee=s employment with Employer whèh coùld re Úi a clam
agaist th Employee.
20. RESOLUTION OF DISPUTS. Any dispute, clai or contrver by or beteen
Empioyee and/or Employer arsing out of or relatig to ths Agent, includig, but not lite
to, any dispute, claim or controversy regag any compenon allege to be due Employee
under ths Agreeent, shall be submitted to arbitration adtered by the Amercan Aritron
Assoèiation (MAN$;) in Chcago, llinois under its Commercal Aritron Rules. Notwthding anytng contained herin to the COlitm, in the event of any aleged breah by
Int. rJ
10
e
DEF 12901
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 12 of 21
e
Paragraph 12. I (AConfdential and Propriet Inormtionc¡) or Pargrh 12.2 (ANon.Solicitationc¡) or Pargrh 12.3 (Restrctve Covent) or 12.6 this Agrement, Employer shal have the option, in its sole (AAvoidance ofConfcts(l) of
Employee ofthe provisions of diretion, of submittg any clai alegig breh of
those provisions to bing aritrtion or,
altetively, filing suit against Employee in any cour or competet jursdction. Liewse the
reedy of Arbitration shall not apply to remedes avaiable to the Employer purt to Secon
12 herin.
21. INEMNICATION: The Employe herby indemes and saves haes the
Emloyer, its assign and successors, against any
and all loss, cost, dage, expose (includg,
withut liting the foregoing, reasonable attorney=s fees, cour cost an other expenes), and
ofan Conner employer of
liailty whatsoever incurr by it in any maer aring frm any asseron agai the Employe the Employe.
Although the Employer is priy responsible for any liilty th may arse due to any
acts or omissions of the Employee occrrng withn the scope ofhi iIce to the Emloyer in
the peonnance of its reed activities, the Employe agr th th Employe wi
indemfy and bold harless th Employe for the consequees for ce actions by th
Emloyee which are in violation oflaw, amomit to Û'd or miepsentaton or si actions
which would impose legal
liability on the Employer. Without litig the foreing, suh
indenUlification shall include any legal
liability imse on the Employe for the attions of th
Employee in originatng or attptig to origite a morte in a jurction in whch the the applicable st Emloyee is prohibited by this Agren or by th liceur st of
e
The Emplovee ackDowled2es for informational purposes that in the event the
Emplovee partido.tes in any fraudulent actty.that lC2al UabUlty for such fraudulent or
ilClal actvity may not be discharl!able pursuant to Federa BankrDte Droetion laws.
22. MISCELLANOUS PROVISIONS: (a) Amendment. Neither th Agreeent nor
any ter hereof may be amended, waived or dischage oray, but only by instent in wrtig
signed by th part against which enforcement of the amenent, waiver or dihae is sought.
(b) Headin~s. The headigs in ths Agrent ate for convenence or referce only
and
shall not define or limit the provisions herf.
(c) AP!lliè8ble Law. Ths Agreement sh be constred in acrdce with and
govered by the laws of
the ste in which the designte offce as set fort on Ride B athed
heto is located.
(d) Countemar. Ths Agrement may be exec in several counter, eah of
which shall constute an origial, but all of
which together sha constute but one inent.
Int. 4\
11
.
DEF 12902
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 13 of 21
.
(e) Jursdiction of
Courts. Any judicial proceegs beteen the pares under ths
Agreeent shall be brought in the state in which the designated offce as set fort on Rider B attched hereto is located..
(f) Pares in Interest. All of
the ters, covenats and conditions herin contaed shall
inur to the benefit of and be binding upon the pares her, their hei sucessors and assign.
or sent by certfied or register mail, retu receipt reques, to the pares at thei addrses
(g) Notices. Notices under ths agreement shal be in wrti and be peronaly delivered
speced below or at such addrs as desgnted in wrtig to al puruat to ths pargrh. In
th event that the Employee changes his address he shal notifY the Employe purt to the
provision of
ths pargrh.
(h) Severabilty. Whenever possible, eah provision of ths Ageement sha be
interreed in such manner as to be effective and vald under aplicable law. Ifanyprovision of
ths Agreeent, or any portion of any proviion of
ths Agrment; is found to be unWf or
inalid or othetBe unènforceable, such proviion or poon therf sb be inective only to
the extet of sUèh prohibition or invalidity, an the other proviions herf, and the reg
porton of any such Învald or unenforcble provision, Shl re in fu fore and. cffect
(i) Waiver. No waiver, or alleged waiver, by Employe of any te condtion or
prvision of
this Agrment shall be effective for an purc whatever unes suh waiver is
- ------,-waiver-by-Em.pleyer-ltf-øltr-eo&Hhs-grt-t-er~e_6DS----- -.--.,
waer of any subsequen breah.
in wrtig an sign by a duly authoried offcer (a Vice Presidet or higher) ofBnloye. Any
e
expreion of thir Ilgreèmcnt and undersding with reeèt to the suject matt herf and as
a complete and exclusive statement of the ters theref and suersedes any
(j) Entire Aitement. This agrent is inteded by the pares herto as a fi
an al prior and
contempora agrents an underdigs.
(k) Section Headiniz The heags of the seer seon of
th Agren ar ined
for convenence of reference and ar not a pa of and ar bOt itteed to gover lit or aid in
the constction of any term or provision thereof.
(1) Constrction When necessar, the masulie shal inlude the feme or neute and
the singüliir shall include the plural and vice versa.
not sell assign or otherse trer any of th righ and intet herde without the pror
wrtten èonsent of the Emloyer. Any attte asignent herf
(m) Assiiment (i) Ths Agrent is pesonal to the Employee and the Emloye sb
withut prior wrtten const
shall be void an of no forc or effect.
Int If
12
e
DEF 12903
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 14 of 21
(ii) The Employer shall have the right to assign ths Agreement and al of
its
e
obligations hereunder to any person, firm or corporation to whom it sell or trfer a injor
porton of
its asets.
(n) Liauidation Damages. In the event the Employee violate the provisions of Section
12.1 (A)(vii) relating to the privacy of
cusomer ficial inormtion, the Employe sha pay to
the Employer the sum of ten thousad ($10,000.00) for injur to the Employer by ren of such
breh, it being impossible to ascertain or estiate the enti or ext costs, dae, or injur
which the Employer may sustai by reasn of such breach, and suh sum is agr on as
compenaton for the injur suffered by the Employe and not as a penty.
(0) Emplovee Authoriation. The Employee auories the Employer, at its sole
reanable discetion and subjeèt to applicable law, to obta a backgrund check on the
Emloyee frm tie to time while this Agreeent is in effect
--- -.--.--.,--.----IN-\VffESßWHREF,e-esaveiHAgmefte--d-f--- -
e
abve wrtten.
~~~
Employe
Employer
Healand Home Fince, Inc.
Heaand Mortgae Company
i 40 i Bradig Lae
Downers Grve; niois 60515
Pt
..,.. V" i to ~(obu'-
Nube
Employee's Social Securty
'Z '?\- i'n~$"', '3
By:
/ 1._ ~./ L
Aisis1t Vice Prdet
k:\lg\38093\employinent4.lo\3-25-03\3.3l-03\4- 1 4-03\5-5-03
13
e
DEF 12906
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 15 of 21
Rider A
e
Licenses of
Healand as of _June-, 2003
Arizna
State Banng Departent
Firt & Second Mortgage License #
Gilbert Branch Lic # BK-09043 1 7 Middleburg Lic # BKBR-0103721 Downers Lic # BKBR-OI03722 Kaas City Lic # BKBR-Ol 04023
Lansing, MI Lic#KBR-0104698 St. Louis, MO Lic #BKBR-OI04699 Aurora, CO Lic #BKBR-0103907 Independence, MO Lic # BKBR-OI05541
Colorado
State of Colorado
Deparent of Law
Mortgage Lieene #
Downers Grve LiC#098431
Middleburg Lic #098431-001
Aurra CO Lic #098431-002
CODnectcut Sta of Coniiecticut
Deparent of
Firt Mortgage Licee
----D Grve Lie #6881
Middleburg Lic # 10217 Marlborough, MA Lic # 1117 i
Second Mortgagq Licene
e
Banng
Consumer Credit Division
Downer Grve Lic #7108 Middlebur Lic # 10218
Malborough MA lie # 11172
Delaware Offce of the State Bim Commissioner
Firtcnd Mortgage Licee
Downer Grve, IL Lic #143875 Hanover, MD Lic # 143877 Middleburg Hts Lic # 143876
Georl!a
Deparent of
Banng and Finance
FirSecnd Mortgage Lic # 12 I 79
Mortgage Division
in
State of
Indiana Securities Division
First Mortgage License # 7319 Second Mortgage Lie # 95-0094LB
e
DEF 12907
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 16 of 21
",
Iowa
e
Sta of Iowa
Iowa Division of
First/Second Mortgage Lic # 640
Baning
First & Second Mortgae
Downers Lic #1998-3744 St. Louis Lic #1998-3744-04 Middleburg #1998-374403
K!
Offèe of
the State Ban Còmmissioner
Division of Consumer & Mortgage Lending
Aurra Lic #1998-374405
OVerland Lie #1998-374406
Independence Lic # 1998-374410 Bretwood; TN Lic # 1998-3744-07 Pittburgh PA Lie # 1998-374408
Atlanta, GA Lic # 1998-374409
Kentuckv
Deparent of
Fincial Institutions
Fir & Second Mortgage 1025
Lic # 734 &739
Maniland
Depárent of
Labr, Licensing and Regulation Firs & Secnd Mortgage
Downer Lic # 6691
-..-..---....--.----.---,------- -..----.----------Hver Li # 71142
Indianolis #7603
e
Middleburg # 7602
Massachusetts
Divion ofaanks and Loan Agencies
Firt & Second Mortgage
Downcrs Lic # MC1738
Middlebur Lie #MC1886
Faiorn OH Lie #MC2188
Haover, MD Lic #MC2161
Malborough #MC2148 MilfordCT #MC3029
Michinil
Divsion ofFincia Intutions
Firt Mortgae Lic # L-06l9 . Second Lic # SR-026l
MiDDe$Otà
Sta of
Minesta
Firt Mortgage
Dcparent of Commerce
Downer Lic # MO 20229291
e
DEF 12908
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 17 of 21
Misouri
e
Division ofFin81ce
First & Secnd Mortgage
St. Louis Lie # 99-344 Independence, MO #01-344.1
New Hampshire State of New Hampshie
First Mortgage Licene
Bang Deparent
Downer Grve Lic # 9067-MBB Middleburg Lic # 9069.MBB-BCH Marlborough Lic # 9068-MBB-BCH
New Mexico
State of
New Mexico
Firt & Secnd Mortgage
Reguation and Liëensing Deparent
. Downer Lic # 00994
Ohio
Ohio Dertent of Commerce
Division of
Fir Mortgag
Financial Institutions
Sprigdae Lic #M8 1 7
Middlebur Lie #MB530 Faim Lic # MB909
Wortgtn Lic #M800
Seeònertgage---
e
Sprigdae SM7649
Fairn SM7650
Middlebur SM7645
Pennsvlvania
Commonweath of
Pennsylvana
Dëent ofBanrig
Fir Mortgage Lic Gree Tre Lie #1517
Grd Raids Lic #1517.001
LagLic# 1517.002
Doers LiC#1517.006
Middlebur Lic #1517.003
Southeld Liè #1517.004
Southeld Liè #1517.005
Secnd Mortgae Lic
GrenTree Lic #1833
Grd Raids Lic #1833.001 Lasi Lie #1833.002
Downer Lic # 1833.006 Middleburg Lie #1833.003
Southeld Lic #1833.004 Southeld Lic #1833.005
.
DEF 12909
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 18 of 21
Rhode Island
e
Sta of
Rhode Island
Firt & Secnd Mortgage
Deparent of
Business Regulation
Downers Lic # 20001195 LL Downers Lic # 20001196 LB
Middlebur, OH Lic#0001196LB BOI
Sprigdae, OH Lie #2001 196LB B02
Marlborugh MA Lic #2000 1196L B03
Tennessee
Deparent of
Finacial Intitutions
Firt & Second Mortgage
Downer Grve Lic
Lic #0000000300
Brentwood 300
Vil1inia
COßODwealtb of
Virgiia
Firt & Secnd Mortgage
Middlebur MLB-SS7
Down Grve ML557 Haover,M MLSS7
Cher Hi NJ ML-S57
WasbiDl!lon
Deparent of
St Louis ML-557
---..._... - -_.--Se-f.ashingtel-'--'-' ------ -----.-Bit-m-eensng- ------,---.--- --
e
Financial Intitutions
Wisconsin Wisconsin Stae of
Dearènt of
Financial Intitutions
MortgaJe Baner I It & 2 Mortgages Lic # 1206
.I
Offce of
Heartlnd Mortgage Company
Banks and Real Estate
Fir & Secnd Mortgages
Licene # 0814
Date Issued 5/1/03
Expiration 4/30/05
.
DEF 12910
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 19 of 21
Rider B
e
Design Offce of
Employee and States Where Orgion Pertted
Designted Offce of Employe: Malad 2 - 4231 Posta Cour Ste204 Pasen t- 21 122
. pA IW( .
States in which EDployee may origi residential mortgage loan: MD,)& VA, DE
Employe Intials ~
e
e
DEF 12911
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 20 of 21
Schedule A
e
Loan Officer Compensaton
For all services rendered by the Employee under ths Agreeent, the Employer shal pay
the
Employee a commission upon fuding of residential and commeria fiing obtaed for clients
generted by the Employee based on the followig commssion schedule:
Hearland Lea
Employee Geerted Lead
HM#
Conformng
35%*
47%*
HM#
Non-Conf.
40%**
52%**
Brokere
30%*
42%*
* % commission paid on applicable fees less the processing fee
*. % commission paid on applicable fee inèludg the presing fee
# any loan in whch Hearand acts as the Leder
-.....---.,----..-.Thømi55aiè en eiw loail-ayale en the fi pay day follong th
e
disbursement of
the funds on said loan provided however, that any fuds disbured two or les da
pror to said payday shall be payable on the second payay followig disburement.
In addition to the above the Employee will reeive a sem-monthy drw of $500.00 agat commisions, so that at no time shall an Employe be paid less th grss wage of$500.00 durg
any two week pay perod.
e
DEF 12912
Case 1:03-cv-02485-MSK-PAC
Document 345-46
Filed 02/16/2006
Page 21 of 21
.
Schedule B
Senior Loan Offcer Compenaton
For all services rendered by the Employee under ths Agreeent, the Employe shal pay the
Employee a cortission upon fuding of residential and commerial fiancing obtaed for clients
generate by the Employee based on the following commssion schedule:
Hearland Led
Employee Generted Lead
HM#
Conforming
35%*
55%*
HM
Non-Conf.
40%**
60%...
Brokerd
30%'"
50%.
. % commission paid on applicale fee les th processing fee
· ** % commission paid on applicale fee includ the prsig fe
. # imy loa in which Healand acts as the lender
e
Bonus on House Leads (net fees on house leads only)
0- 10,000
x
x
10,000-15,000
15,00 +
x
0% 10% 20%
The comssions paid on eah loan Sh be payble on the fu pay day followig disburment of
the
the fuds on said loan pravided howeer, th any fu dibmsed two or les da
In addition to the above the Employee will reve a sem-monthy drw of$500.00
prior to said payday shall be payable on the Second payday following dibursement
against commission, sO that at no time shall an Employee be paid less th grss wages of $500.00 .
dur any two week pay perod.
e
DEF 12913