Employment Letter Agreement between Ditech Holding Corporation and Jeffrey P. Baker, dated February 20, 2018

It is with great pleasure that we confirm our offer for you to serve as the Interim Chief Executive Officer and President of Ditech Holding Corporation (fka Walter Investment Management Corp.) (the "Company"). This letter (the “Offer Letter”) sets forth the basic terms and conditions of your employment. Your appointment will become effective upon your acceptance of the offer and confirmation by the Board of Directors of the Company (the “Board”). This Offer Letter replaces and supersedes your prior offer letter with the Company, dated as of May 24, 2017, which shall be of no further force or effect. For the avoidance of doubt, this Offer Letter shall not alter or supersede the terms of your Key Employee Retention Bonus agreement with the Company, dated August 18, 2017.

Position/Reporting: You will be employed in the position of Interim Chief Executive Officer and President of the Company (“Ditech Interim CEO”), and will continue to serve as President of Reverse Mortgage Solutions, Inc. (“RMS President”), reporting to the Board.  In your position, you will perform such duties and have such responsibilities associated with your position under the Company’s Bylaws and as assigned to you by the Board. In connection with your appointment, you will no longer have the title of Chief Operations Officer of the Company.

Transition of Duties: At such time as the Board appoints a permanent Chief Executive Officer and President of the Company (if other than you), you will transition such responsibilities to the new Chief Executive Officer and President. You will continue to serve as RMS President and in such other position(s) as may be mutually agreed by you and the Board, at the same base salary and target annual cash incentive bonus opportunity as set forth herein.

Base Salary: While employed hereunder, you will receive an annual base salary of $420,000 payable at the time and in the manner dictated by the Company's standard payroll policies and practices, subject to applicable tax withholdings.

Signing Bonus: Effective upon the Company’s announcement of your appointment as Ditech Interim CEO, you will be entitled to a signing bonus of $50,000 payable on the Company’s first payroll date following the announcement, subject to applicable tax withholdings.

Performance Bonus: Within 45 days following your appointment hereunder, you will deliver to the Board profitability and cash flow targets and an action plan delineating specific actions to ensure achievement of our 2018 plan as well as a plan to deliver above plan performance (achieve our “stretch plan”). This action plan will outline how the Company will (i) improve servicing based on root cause analysis of customer complaints, (ii) grow the origination capabilities and volumes of the Company, (iii) create a “customer first” culture that promotes retention of the Company’s portfolio, and (iv) significantly reduce the Company’s real estate footprint. The aforementioned targets and action plan will be subject to approval by the Board. You will be eligible for a performance bonus of up to $150,000 following your first 90 days as Ditech Interim CEO, based on (i) the Board’s assessment of your creation of targets and the action plan, and (ii) the Board’s assessment of your progress toward achieving Board-approved profitability and cash flow targets and toward implementing the action plan. The performance bonus will be payable in cash on the Company’s first payroll date following the Board’s determination of the achievement of the performance metrics, subject to applicable tax withholdings. The Board’s determination will be made within 120 days following your appointment as Ditech Interim CEO. Such performance bonus shall also be subject to your continued employment through the payment date of such bonus; provided, however, that if you are terminated without Cause prior to such payment date, any performance bonus amount payable to you following the Board’s determination of the achievement of the performance metrics will be payable on the Company’s first payroll date following such Board determination. For purposes of this paragraph, “Cause” shall mean your (i) conviction of, or plea of guilty or nolo contendere to, a felony arising from any act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of the Company, (ii) conviction of, or plea of guilty or nolo contendere to, any other felony or any other criminal charge which is materially injurious to the Company or its reputation or which compromises your ability to perform your job function and/or act as a representative of the Company, (iii) willful failure to attempt to substantially perform your duties (other than any such failure resulting from your Disability), (iv) material violation of the Company’s written policies relating to sexual harassment or business conduct or of other material policies of the Company, (v) material breach of the terms of this Offer Letter or breach of the Employee Covenants Agreement (defined below), or (vi) failure to materially cooperate with, or impeding an investigation authorized by, the Board. For purposes of this definition, no act or failure to act on your part shall be considered to constitute Cause if done, or omitted to be done, by you in good faith and with the reasonable belief that the action or omission was in the best interests of, or was not, in fact, materially detrimental to, the Company. For purposes of the preceding sentence, “Disability” shall mean (i) your inability or failure to perform your duties hereunder for a period of ninety (90) consecutive days, or a total of one hundred twenty (120) non-consecutive days during any twelve (12)-month period due to any physical or mental illness or impairment, or (ii) a determination by a medical doctor chosen by the Company to the effect that your are substantially unable to perform your duties hereunder due to any physical or mental illness or impairment.

Annual Bonus: While employed hereunder, you will be eligible for an annual cash incentive bonus opportunity under the Company’s annual cash incentive plan as in effect from time to time (“Bonus Plan”). The annual cash incentive bonus will be based on Company performance and other objectives established under the Bonus Plan by the Board. You will be eligible to earn a target annual cash incentive bonus of $550,000 for 2018 under the Bonus Plan, depending on satisfaction of the objectives established for the calendar year, as determined by the Board. Pursuant to the Bonus Plan, you must be employed as of the date that bonuses are paid in the ordinary course of business in order to be eligible for payment.

Long-Term Incentive Plan: You will be entitled to participate in the Company’s long-term incentive plan in a manner and at the level determined by the Board, beginning with the 2018 grant cycle at the same time as with other senior executives of the Company. The terms and conditions of any long-term incentive award you receive shall be determined by the Board in its discretion and shall be set forth in an award agreement

issued under the long-term incentive plan. The 2018 grant cycle long-term incentive grant will be at a level appropriate for the position of RMS President, as determined by the Board in good faith after taking into account 2018 grant cycle long-term incentive grants made to (or anticipated to be made to) similarly situated Company executives and benchmarking and other data provided by the Board’s compensation consultant and the Company’s human resources department. If you do not execute an award or similar agreement relating to a 2018 grant cycle long-term incentive award, Section 4(a) of the Employee Covenants Agreement (non-competition) shall be terminated and shall be of no further force or effect.

Primary Work Location: It is agreed and understood that in order to perform the functions of your position as Ditech Interim CEO you will generally be required to work primarily out of the Company’s Fort Washington, Pennsylvania office. You will commute to Fort Washington or other Company offices and be present during normal business hours each week (and otherwise as business needs require), subject to business travel, as required, and vacation time under Company policies. You shall be reimbursed for reasonable travel, accommodations and meals on a per diem basis in accordance with Company policy, and consistent with your previously approved travel protocol.

Confidentiality, Non-Interference, and Invention Assignment Agreement: You will, as a condition of this offer, be required to execute the Confidentiality, Non-Interference, and Invention Assignment Agreement attached hereto as Exhibit A (the “Employee Covenants Agreement”).

Health and Welfare and Retirement Benefits:  You shall be entitled to participate in the employee benefit programs provided to the Company’s senior management employees generally, including, but not limited to, medical, dental, disability, group life, 401(k), and any other benefits as the Company may from time to time and in its sole discretion make available, subject to eligibility requirements. 

Paid Time Off and Holidays: As a senior management employee, you are eligible for paid time off that does not have a fixed limitation, subject to business needs. You will be on the honor system to take vacation and paid time off at your discretion, subject to ensuring that your job duties and responsibilities are being met. In addition, you will receive such paid holidays consistent with the Company’s standard policies.

Indemnification: As an officer of the Company, you will be entitled to indemnification consistent with the Company’s Articles of Amendment and Restatement (as amended) and Bylaws (as amended) and applicable law, and will be entitled to coverage under the Company’s D&O insurance policies as in effect from time to time.

At-Will Employment: You will be employed at will, which means that either you or the Company can elect to terminate the employment relationship at any time, for any or no reason; provided, however, that you will be required to provide the Company at least thirty days’ prior written notice of your termination of employment. Notwithstanding the foregoing, the Company may, in its sole and absolute discretion, by written notice to you, accelerate such date of termination. All base salary, benefits and other compensation will end upon the termination of your employment except as required by applicable law.

Section 409A: The payments and benefits under this Offer Letter are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”), whether pursuant to the short-term deferral exception or otherwise, and, accordingly, to the maximum extent permitted, this Offer Letter shall be interpreted to be exempt from Section 409A.

This Offer Letter replaces any previous oral or written representations about this job offer and is to be interpreted and governed by the laws of the Commonwealth of Pennsylvania.

This Offer Letter may be signed in counterparts, each of which, along with any facsimile or scanned email versions, will be deemed an original.

If you accept this offer, please sign and return this Offer Letter to me.

Sincerely,

Ditech Holding Corporation

By: Elizabeth Monahan

Title: Chief HR Officer

I hereby agree to employment on the terms and conditions set forth in this Offer Letter.

Dated: __2/20/2018________

Jeffrey Baker