Employment Agreement between Green Tree Credit Solutions LLC and Keith Anderson for President and CEO Position
This agreement outlines the terms of employment for Keith Anderson as President and CEO of Green Tree Credit Solutions LLC, effective upon the closing of its acquisition by Walter Investment Management Corp. Anderson will report to the CEO of WIMC and oversee all company operations. He will receive a base salary of $400,000, an annual bonus based on performance, and various benefits including insurance, retirement plans, and vacation. The employment is at-will, meaning either party can terminate it at any time. Any inventions or developments made during employment will belong to the company.

9606 Whistling Valley Road
Lake Elmo, MN 55042
1. | As President and CEO of the Company, you shall report to and serve at the direction of the CEO of WIMC. In your capacity as President and CEO of GTCS, you will be responsible for directing all aspects of the Company including operations, technology, legal/compliance, financial control and human resources and shall perform the duties attendant to such offices and such additional duties as the CEO of WIMC may from time to time reasonably assign. In addition, you shall comply with the general policies, standards and reputations of the Company and perform such duties with fidelity and to the best of your ability. |
2. | Your compensation package will be as follows: |
(a) | Base Salary | ||
Your Base Salary will be $400,000 per year which shall be subject to annual review and increase (but not decrease) by the Board of Directors of WIMC (the Board of Directors or the Board) and paid in accordance with the payroll practices of the Company, as they may change from time to time. |

(b) | Bonus | ||
Your annual target bonus will be, at a minimum of 200% of your Base Salary, or $800,000 at your current Base Salary, with the potential to increase your bonus to a maximum of 300% of your target bonus or $1,200,000 at your current Base Salary; provided, however, that the actual amount of your bonus will be dependent upon the achievement of annual financial and other goals consistent with those established for other members of executive management, as well as the accomplishment of individual objectives, established annually by the Board of Directors (the actual bonus awarded to you in any given year, which may be greater or less than your target bonus is referred to herein as your Annual Bonus for that year). Except as provided in sections 6(a), (b), and (d), below to receive a bonus you must be employed through the end of the year for which the bonus is payable (the Bonus Year). The bonus for a Bonus Year will be payable to you during the next following year (the Bonus Payment Year) immediately upon the closing of the Companys books for the Bonus Year, but not later than March 14 of the Bonus Payment Year (the date of payment being the Bonus Payment Date). With respect to any Annual Bonus to be paid hereunder in 2012, such bonus shall be paid in accordance with the Companys annual 162(m) bonus plan and to the extent possible, shall be structured to comply with Section 162(m) of the Code as performance based compensation thereunder; provided however, any portion of the Annual Bonus not deductible by the Company, shall be deferred until it can be paid by the Company on a tax deductible basis | |||
(c) | Benefits |
(i) | You will be entitled to receive from the Company prompt reimbursement for all reasonable out-of-pocket business expenses incurred by you in the performance of your duties hereunder, in accordance with the most favorable policies, practices and procedures of the Company relating to reimbursement of business expenses incurred by Company directors, officers or employees in effect at any time during the 12 month period preceding the date you incur the expenses; provided, however, that any such expense reimbursement will be made no later than the last day of the calendar year following the calendar year in which you incur the expense, will not affect the expenses eligible for reimbursement in any other calendar year, and cannot be liquidated or exchanged for any other benefit. | ||
(ii) | Participation in the Companys group life and health insurance benefit programs generally applicable to executives and in accordance with their terms, as they may change from time to time. | ||
(iii) | Participation in the Companys retirement plan, generally applicable to salaried employees as it may change from time to time and in accordance with its terms. |
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Your eligibility to participate will be consistent with the requirements of ERISA. | |||
(iv) | Participation in the long-term incentive plan(s) of WIMC in effect from time to time, will commence with the 2012 Company award cycle, and will be in an amount generally consistent with other senior executives of WIMC taken as a whole, as determined by WIMCs Compensation and Human Resources Committee (the Compensation Committee). The components of any award and the methodology for determining the economic value shall be as provided in the plan(s) or otherwise as determined by the Compensation Committee in its discretion. | ||
(v) | For 2011, 20 days of annual vacation, less any days used prior to the Effective Date, plus any remaining carry over vacation from 2010 pursuant to the Companys 2010 vacation policy. For 2012 and beyond, 20 days of annual vacation with carryover to be treated as per the Companys vacation policy, as it may change from time to time. | ||
(vi) | Your Benefits under this Agreement, including grants to you under the Companys long-term incentive plan(s), will be subject to periodic review and increase by the Board of Directors. |
(d) | Recapitalization | ||
Any equity award agreement will provide that in the event of any change in the capitalization of WIMC such as a stock split or a corporate transaction such as a merger, consolidation, separation or otherwise, the number and class of any equity you may have received, shall be equitably adjusted by the Compensation Committee, in its sole discretion, to prevent dilution or enlargement of rights. |
3. | It is agreed and understood that your employment with the Company is to be at will, and either you or the Company may terminate the employment relationship at any time for any reason, with or without cause, and with or without notice to the other; nothing herein or elsewhere constitutes or shall be construed as a commitment to employ you for any period of time. |
4. | You agree that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by you during the period of your employment with the Company, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or WIMC, which result from or are suggested by any work you may do for the Company or WIMC, or which result from use of the Companys or WIMCs premises or the Companys or WIMCs customers property (collectively, the Developments) shall be the sole and exclusive property of the Company or WIMC as the case may be. You hereby assign to the |
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Company your entire right and interest in any such Developments, and will hereafter execute any documents in connection therewith that the Company or WIMC may reasonably request. |
5. | As an inducement to the Company to make this offer to you, you represent and warrant that you are not a party to any agreement or obligation for personal services, and there exists no impediment or restraint, contractual or otherwise on your power, right or ability to accept this offer and to perform the duties and obligations specified herein. |
6. | In the event of a termination or cessation of your employment with the Company for any reason, the sole rights and obligations of the Company in connection with your termination shall be those provided under the relevant provision below. |
(a) | In the event of your death during the Term, the Company will pay to you, your beneficiaries or your estate, as the case may be, as soon as practicable after your death, (i) the unpaid Base Salary through the date of your death, plus payment of any bonus amount payable to you (as determined by the Board of Directors) in respect of any bonus period ended prior to your termination of employment, and payment for unreimbursed business expenses properly incurred and submitted in accordance with Company policy (collectively, the Compensation Payments), (ii) for any accrued but unused vacation days, to the extent and in the amounts, if any, provided under the Companys usual policies and arrangements (the Vacation Payment), (iii) $50,093.96 as payment in full of all amounts owed to you by the Company pursuant to the legacy disability plan (the Legacy Payment) and (iv) an amount equal to the Annual Bonus paid or payable in respect of the fiscal year occurring immediately prior to the fiscal year in which your termination occurs, multiplied by (x) the number of days that you were employed by the Company prior to your termination during such fiscal year, divided by (y) 365 (the Prorated Bonus). | ||
(b) | In the event you suffer a Disability the Company may terminate your employment on written notice thereof, and the Company will pay you (i) amounts payable pursuant to the terms of any applicable disability insurance policy or similar arrangement (if any) that the Company maintains, (ii) the Compensation Payments, (iii) the Vacation Payment, (iv) the Legacy Payment, and (v) the Prorated Bonus. | ||
(c) | In the event your employment is terminated by the Company for Cause or by you other than as a result of Constructive Termination, Disability, or death, the Company will pay to you (i) unpaid Base Salary through the date of your termination, plus (ii) the Legacy Payment, and (iii) the Vacation Payment, and you will be entitled to no other compensation, except as otherwise due to you under applicable law or the terms of any applicable plan or program. You will not be entitled, among other things, to the payment of any unpaid bonus payments in respect of any period prior to your termination of employment. |
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(d) | (i) In the event you are subjected to Involuntary Termination other than for Cause, Disability or death, or you terminate your employment as a result of Constructive Termination, the Company will (w) pay to you the Compensation Payments, the Vacation Payment, the Legacy Payment and the Prorated Bonus, (x) continue to pay your Base Salary then in effect and Annual Bonus (which, for such purpose, shall equal the Annual Bonus paid or payable in respect of the fiscal year occurring immediately prior to the fiscal year in which your termination occurs), for a period of 12 months after your termination (the Severance Period), paid in the same periodic installments as such Base Salary, (y) pay to you, at the same times as the amounts described in clause (x) above, an amount equal to the monthly excess of the cost of COBRA continuation coverage and the amount active employees pay for similar coverage under the Companys benefit plans, until the earlier of the end of the Severance Period or until you are eligible to receive comparable benefits from subsequent employment, and (z) provide you with third party outplacement services in an amount not to exceed $20,000 during the Severance Period. For purposes of clarification, the Severance Period shall be 12 months regardless of how much time remains in the then current Term of this Agreement. In other words, there shall be no adjustment, up or down, to the amount of severance regardless of the amount of time remaining in the then current Term at the time of termination. |
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(e) | Treatment of Grants of Equity Any grants of equity that you may receive subsequent to the date of this Agreement, and the disposition of such awards in the event of the occurrence of any of the circumstances set forth in subsections (a) (d) above, shall be subject to the terms and conditions of the plan(s) or program(s) under which the awards are granted; provided, however, that to the extent not inconsistent with such plan(s) or program(s), any such awards will provide that, in the event of termination pursuant to (i) subsections (a) or (b) above, or as a result of Constructive Termination, all outstanding equity awards will immediately vest, or (ii) subsection (c) or (d) above, other than as a result of Constructive Termination, all unvested awards will be forfeited. | ||
(f) | To be entitled to severance benefits under this Section 6 you must terminate employment from the Company. For this purpose, your termination of employment must be considered a separation from service within the meaning of Code §409A(a)(2)(A)(i) and any guidance or regulations issued thereunder. |
7. | Non-Compete. It is understood and agreed that you will have substantial relationships with specific businesses and personnel, prospective and existing, vendors, contractors, customers, and employees of the Company or WIMC that result in the creation of customer goodwill. Therefore, following the termination of employment under this Agreement for any reason and continuing for a period of 12 months from the date of such termination (the Restricted Period), unless the Board of Directors approves an exception, you shall not, directly or indirectly, for yourself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise: |
(a) | Call upon, solicit, write, direct, divert, influence, accept business (either directly or indirectly) with respect to any account or customer or prospective customer of the Company or any corporation controlling, controlled by, under common control with, or otherwise related to the Company or its affiliates, in each case, for any purpose that is inconsistent with this non-compete provision; | ||
(b) | Accept employment from or become an independent contractor for any Competitor of the Company or WIMC; or |
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(c) | Hire away any independent contractors or personnel of the Company or WIMC and/or entice any such persons to leave the employ of the Company or WIMC without the prior written consent of the Company or WIMC as the case may be; provided, however, that the restriction contained in this clause (c) shall extend through the one (1) year anniversary of the expiration of the Restricted Period.. |
8. | Non-Disparagement. Following the termination of employment under this Agreement for any reason, neither you nor the Company nor WIMC shall, directly or indirectly, for yourself or itself, or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise: |
(a) | Make any statements or announcements or give anyone authority to make any public statements or announcements concerning your termination with the Company or WIMC, or | ||
(b) | Make any statements that are inflammatory, detrimental, slanderous, or negative in any way to the interests of you or the Company or WIMC. | ||
(c) | Nothing in this section shall prevent either party from testifying or responding truthfully to any request for discovery or testimony in any judicial or quasi-judicial proceeding or any government inquiry, investigation or other proceeding. |
9. | You acknowledge and agree that you will respect and safeguard the Companys and WIMCs property, trade secrets and confidential information. You acknowledge that the Companys electronic communication systems (such as email and voicemail) are maintained to assist in the conduct of the Companys business and that such systems and data exchanged or stored thereon are Company property. In the event that you leave the employ of the Company, you will not disclose any Company or WIMC trade secrets or confidential information you acquired while an employee of the Company to any other person or entity, including without limitation, a subsequent employer, or use such information in any manner. |
10. | If any of WIMCs financial statements are required to be restated due to errors, omissions, fraud, or misconduct, in each case, occurring after the Effective Date, the Board may, in its sole discretion but acting in good faith, direct that the Company recover all or a portion of any past or future compensation paid by the Company to the employee after the Effective Date from any employee with respect to any WIMC fiscal year for which the financial results are negatively affected by such restatement; provided; that, except as otherwise required by applicable law, rules or regulations, the errors, omissions, fraud, or misconduct giving rise to the restatement were made by you, or otherwise under your control and with your knowledge. For purposes of this paragraph, errors, omissions, fraud, or misconduct may include and is not limited to circumstances where WIMC has been required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement, as enforced by the SEC, and the Board of Directors has determined in its sole discretion that an employee had |
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knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of the appropriate individuals within the Company or WIMC, or the employee personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur. |
11. | Tax Compliance Delay in Payment. If the Company or WIMC reasonably determines that any payment or benefit due under this Agreement, or any other amount that may become due to you after termination of employment, is subject to Section 409A of the Code, and also determines that you are a specified employee, as defined in Section 409A(a)(2)(B)(i) of the Code, upon your termination of employment for any reason other than death (whether by resignation or otherwise), no amount may be paid to you or on your behalf earlier than six months after the date of your termination of employment (or, if earlier, your death) if such payment would violate the provisions of Section 409A of the Code and the regulations issued thereunder, and payment shall be made, or commence to be made, as the case may be, on the date that is six months and one day after your termination of employment (or, if earlier, one day after your death). For this purpose, you will be considered a specified employee if you are employed by an employer, or a subsidiary of a company, that has its stock publicly traded on an established securities market or certain related entities have their stock traded on an established securities market and you are a key employee, with the exact meaning of specified employee, key employee and publicly traded defined in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder. Notwithstanding the above, the Company and WIMC hereby retain discretion to make determinations regarding the identification of specified employees and to take any necessary corporate action in connection with such determination. |
12. | You acknowledge and agree that you have read this letter agreement carefully, have been advised by the Company to consult with an attorney regarding its contents, and that you fully understand the same. |
13. | It is agreed and understood that this acceptance letter shall constitute our entire agreement with respect to the subject matter hereof and shall supersede all prior agreements, discussions, understandings and proposals (written or oral) relating to your employment with the Company. This letter agreement will be interpreted under and in accordance with the laws of the State of Minnesota without regard to conflicts of laws. The parties hereto shall first seek to resolve any dispute over the terms and conditions or application of this Agreement through non- binding arbitration pursuant to the rules of the American Arbitration Association (AAA). The arbitration will be heard by one arbitrator to be chosen as provided by the rules of the AAA and shall be held in St. Paul, Minnesota. In the event the dispute is not resolved through arbitration, either party may submit the matter to the courts of the State of Minnesota situated in St. Paul, Minnesota. In either case, if you prevail in the dispute, the Company will pay your reasonable fees and costs in connection with the matter (including attorneys fees). Whether you have prevailed or not shall be determined by the arbitrator or the court, as the case may, or if the arbitrator or the court declines to determine whether or not you have |
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prevailed, you will be deemed to have prevailed if, in the case of monetary damages you receive in excess of 50% of what you demanded. Notwithstanding the foregoing, in the event of a breach or threatened breach of the provisions of section 7-9, the party that is in breach or in threatened breach acknowledges and agrees that the other party will suffer irreparable harm that is not subject to being cured with monetary damages and that the Company shall be entitled to injunctive relief in a state court of the State of Minnesota. |
14. | You and the Company intend that payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively Code Section 409A) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In the event that any provision of this Agreement is determined by you or the Company to not comply with Code Section 409A, the Company shall fully cooperate with you to reform the Agreement to correct such noncompliance to the extent permitted under any guidance, procedure, or other method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest, or penalties that would otherwise be incurred by you on account of such non-compliance. |
15. | Survival. The provisions of the following Sections shall survive termination or expiration of this Agreement, 4, 6-11 and 13. |
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Walter Investment Management Corp. | ||||
By: | ||||
Its: Chairman and Chief Executive Officer | ||||
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DEFINITIONS
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SEPARATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS
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a. | Employee does not release or waive any right or claim which Employee may have which arises after the date of this Release. | ||
b. | In exchange for this general release, Employee acknowledges that Employee has received separate consideration beyond that which Employee is otherwise entitled to under Employers policy or applicable law. | ||
c. | Employee is releasing, among other rights, all claims and rights under the Age Discrimination in Employment Act (ADEA) and the Older Workers Benefit Protection Act (OWBPA), 29 U.S.C. §621, et seq. | ||
d. | Employee has twenty-one (21) days to consider this Release. | ||
e. | Employee has seven (7) days to revoke this Release after acceptance. However, no consideration will be paid until after the revocation of the acceptance period has expired. Additionally, for the revocation to be effective, Employee must give written notice of Employees revocation to Employers General Counsel. | ||
f. | If Employee is a Minnesota resident, in lieu of clause (e) above, Employee acknowledges and agreed that he or she may rescind this Release by written notice NOT LATER THAN FIFTEEN (15) DAYS from the date of execution of this Release. However, no consideration will be paid until after the revocation of the acceptance period has expired. Additionally, for the revocation to be effective, Employee must give written notice of Employees revocation to Employers General Counsel. | ||
g. | Employee will resign as an officer and/or director of the Company or any of its affiliates or subsidiaries. |
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[EMPLOYEE NAME] | [GREEN TREE] | |||||||||||||
By: | ||||||||||||||
Name Printed: | Title: | |||||||||||||
Date: | Date: | |||||||||||||
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