Exhibit 10.1
CONSULTING AGREEMENT
This Consulting
Agreement (“Consulting Agreement”) is made and entered
into with an effective date of December 3, 2007,
(“Effective Date”), by and between Impac Funding
Corporation, a California corporation (“Company” or
“Impac”), and Impac’s guarantor, Impac Mortgage
Holdings, Inc., a Maryland corporation
(“Guarantor”) and Gretchen Verdugo
(“Consultant” or “Verdugo”) (collectively
“the parties”) with reference to the following facts
and intentions.
RECITALS
A.
Consultant and Company are parties to an Employment Agreement
entered into and made effective May 1, 2006 (“Employment
Agreement”), whereby Verdugo was employed as the Executive
Vice President, Chief Financial Officer (“CFO”) for
Impac.
B.
The above-referenced Employment Agreement has now been terminated
and the parties agree that there are no further, other or
outstanding obligations remaining with respect to the Employment
Agreement, other than certain Consultant’s obligations
pursuant to the Proprietary Rights and Inventions Agreement that
was entered into as part of the Employment Agreement, as relate to
post-termination obligations as set forth in the Separation
Agreement among Impac and Verdugo (“the Separation
Agreement”). Additionally, Impac remains bound by all
rights to Indemnification to Verdugo as set forth in the Separation
Agreement, as well as the Guaranty contained in the Employment
Agreement, which shall apply to Impac’s obligation to make
payments as provided for in this Consulting Agreement.
Consultant and Company now desire a consulting relationship to be
established pursuant to the terms specified herein.
NOW THEREFORE, in consideration of the foregoing and mutual
covenants and conditions hereinafter set forth, Consultant and
Company agree as follows:
AGREEMENT
1.
Retention of Services . The parties agree to enter
into a consulting relationship whereby the Company has engaged the
Consultant to assist the Company with respect to any litigation
against the Company of which Consultant has any knowledge or in
which she may be a witness. This consulting relationship will
commence on December 3, 2007 and will continue until such time
as any such litigation is complete.
2.
Compensation . During the term of the consulting
relationship, Consultant will be paid a total of $200,000.00, made
payable in equal, bi-monthly payments over the course of the
initial six months of the consulting relationship. The first
payment shall be delivered upon execution of this agreement.
Payment will be made jointly to Gretchen Verdugo and the law firm
of Allred Maroko & Goldberg without withholding or
offset. These payments are compensation to which Consultant
would not otherwise be entitled and constitute good and valuable
consideration for the provision of her consulting services and
other obligations identified herein. These payments are also
subject to the Guaranty that was entered with Verdugo in
conjunction with her Employment Agreement with Impac, dated
May 1, 2006, a true and correct copy of which is attached
hereto and incorporated herein as Exhibit A. All of the
Guarantor’s obligations
set forth in the
Employment Agreement and its attachment shall apply equally to the
obligations to make the payments called for herein.
3.
Reimbursement of Business Expenses. During the period
that Consultant performs consulting services hereunder, the Company
shall reimburse Consultant for reasonable and necessary business
expenses, including reasonable travel expenses, incurred by
Consultant on behalf of the Company in connection with the
performance of Consultant’s duties hereunder.
4.
Provision of Health Care and other Benefits .
Consultant will receive continuing health care benefits from the
Company through and until May 31, 2008. Consultant will
receive continuing life insurance, short term disability and long
term disability benefits through and until May 31, 2008 as
provided under the Employment Agreement that was terminated.
After May 31, 2008, Consultant will be eligible for COBRA
benefits with respect to health care benefits.
5.
Consultant Free to Obtain Other Employment .
Consultant is free to seek and accept other consulting assignments
and/or part-time or full time employment during the term of this
Consulting Agreement. Consultant’s relationship with
the Company, including payment of the above-referenced
compensation, as well as reimbursement of business expenses and
provision of health care benefits, will continue regardless of
whether Consultant obtains other consulting positions or part-time
or full-time employment elsewhere. When Impac desires the
consulting services of Verdugo, it will refrain from interfering in
Verdugo’s other employment or income producing activity, or
her pursuit of same.
6.
Independent Consultant Relationship .
Consultant’s relationship with the Company after the
termination of her employment will be that of an independent
Consultant, and nothing in this Consulting Agreement is intended
to, nor should be construed to, create a partnership, agency, joint
venture or employment relationship following the termination of the
Employment Agreement. Consultant will not be entitled to the
benefits that the Company may make
