EXECUTIVE COMPENSATION AGREEMENT
This Executive Compensation Agreement (this Agreement) is entered into effective as of January 1, 2019 (the Effective Date), by and between Guild Mortgage Company, a California corporation (Guild), and Terry Schmidt (Schmidt), as follows:
1. Term. The term of this Agreement shall commence on the Effective Date, and continue until the first anniversary of the Effective Date (the Term). Upon the expiration of the Term, this Agreement shall automatically renew on the same basis as set forth in this Agreement for consecutive 1 year terms, unless Schmidt and Guild (a) mutually agree, in writing, to terminate this Agreement; (b) enter into a later Executive Compensation Agreement; or (c) Schmidts employment with Guild is terminated by Guild or Schmidt pursuant to the terms of this Agreement.
2. Base Salary. During the Term, Guild shall pay to Schmidt an annual base salary of $425,000 (the Base Salary). The Base Salary shall be paid at least monthly at such times and in such manner as is consistent with Guilds regular payroll practices and polices. Guild shall deduct and withhold all necessary Social Security and withholding taxes and any other similar amounts required by law from any compensation paid to Schmidt.
3. Annual Bonus. In addition to the Base Salary, Schmidt will be eligible for an annual bonus equal to 36.7% of the Incentive Pool (as defined in Exhibit A attached hereto) (the Bonus). The Incentive Pool is based on Guilds annual return on average equity (ROAE determined as described in Exhibit A). The Bonus shall be cumulative and determined on an annual basis and paid within 30 days of the end of the Term.
4. Termination. If Schmidts at-will employment with Guild is terminated by Guild during the Term, whether voluntarily or involuntarily, Guild shall pay to Schmidt the Base Salary payable to Schmidt up to and including the last day of Schmidts employment. In addition, Guild shall calculate and pay the Bonus to Schmidt within 30 days after the end of the Term. For purposes of this Section 4, the Bonus will be calculated pro rata as of the last day of Schmidts employment by (a) multiplying the Bonus to which she would have been entitled as of the last day of the Term, if then employed, by the percentage of the calendar year that elapsed prior to the date of her termination, and (b) then subtracting from the amount determined pursuant to Section 4(a) any quarterly draws paid prior to termination in accordance with Section 3.
5. Release of Claims. In addition to the payments described in Paragraph 4, if Schmidts at-will employment with Guild is terminated by Guild during the Term, with or without cause, or if ill health permanently prevents her from performing all her responsibilities as Chief Financial Officer, upon receipt of an executed waiver and release (in a form acceptable to Guild) of all claims which Schmidt may then or in the future have against Guild or any of its shareholders, directors, officers or employees, Guild shall pay to Schmidt $425,000, in 24 monthly installments of $17,708.33 beginning 30 days after the last day of Schmidts employment with Guild.
6. Nonsolicitation. In the event of the early termination of this Agreement by Schmidt or Guild or expiration of the Term, Schmidt shall not directly or indirectly, for a period of 1 year following the date of Schmidts termination, employ or solicit for employment any individual (including any branch manager or loan officer) who is, has agreed to be, or within 1 year of such employment or solicitation has been employed by Guild or any of its affiliates.