Exhibit 10.22
SEVERANCE AND RELEASE AGREEMENT
Robert
Dubrish (“EMPLOYEE”) and Option One Mortgage
Corporation (“COMPANY”) enter into this Severance and
Release Agreement (“Release Agreement”) under the terms
and conditions recited below:
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A. |
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Due to changing business needs, EMPLOYEE has been notified that
his employment with COMPANY will end on January 31, 2008 (the
“Termination Date”). |
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B. |
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EMPLOYEE and COMPANY want to enter into a full and final
settlement of all issues and matters between them, occurring on or
before the date EMPLOYEE signs this Release Agreement. These
include, but are not limited to, any issues and matters that may
have arisen out of EMPLOYEE’S employment with or separation
from COMPANY. |
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C. |
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EMPLOYEE specifically acknowledges that COMPANY has told him to
consult with a lawyer prior to signing this Release Agreement. |
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D. |
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EMPLOYEE specifically agrees that he will not sign this Release
Agreement until after the Termination Date. |
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E. |
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EMPLOYEE confirms that he has received payment of all salary,
paid time off, bonuses and other wages due and owing to him from
the COMPANY as of his Termination Date. |
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F. |
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In exchange for the mutual promises of EMPLOYEE and COMPANY set
forth in this Release Agreement, EMPLOYEE and COMPANY agree to the
terms and conditions set out below. |
| II. |
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Basic Terms of the Release Agreement |
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A. |
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COMPANY agrees to the following: |
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1. |
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Upon receipt of a fully executed copy of this Release Agreement
and after the expiration of the period defined in paragraph III(A)
below. COMPANY agrees to provide EMPLOYEE with the payments and
benefits to which EMPLOYEE would be entitled under the H&R
Block Severance Plan (the “Plan”). A copy of |
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the Plan is attached to this Release Agreement as
Exhibit A. To be fully executed, EMPLOYEE’S signature
must be notarized. EMPLOYEE is not entitled to any payments or
benefits under the Plan unless EMPLOYEE signs and returns this
Release Agreement within forty-five (45) calendar days of
being presented with it. EMPLOYEE may sign this Release Agreement
at any time prior to conclusion of the forty-five (45) day
period. Assuming EMPLOYEE chooses to sign this Release Agreement
and that such signature becomes binding because EMPLOYEE has not
revoked his signature within seven (7) calendar days after
signing, the terms of the Plan govern the payments and benefits to
which EMPLOYEE is entitled. EMPLOYEE is not entitled to any
payments or benefits under the Plan unless EMPLOYEE fully executes
and returns this Release Agreement by March 16, 2008 to: Donna
Roethemeyer. Compensation Department, H&R Block, One H&R
Block Way, Kansas City, MO 64105. |
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2. |
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As set forth in the Plan (in the event of any discrepancy, the
terms of the Plan control), the payments available to the EMPLOYEE
under the Plan are: Nondiscretionary Amount: $1,072,009.13
(to be paid in semi-monthly or bi-weekly installments as determined
by COMPANY during the Severance period). Severance Period:
Twelve months (unless earlier terminated in accordance with the
Plan). Any change to the consideration given for this Release
Agreement shall not cause the 45-day period to start over. |
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B. |
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EMPLOYEE agrees to the following: |
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1. |
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Release of Claims . EMPLOYEE agrees to release and
discharge COMPANY, and any of its related companies, present and
former officers, agents, successors, assigns, other employees and
attorneys from any and all claims arising on or before the date
EMPLOYEE signs the Release Agreement including, without limitation,
any claims that may have arisen from EMPLOYEE’S
employment |
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with or separation from COMPANY, all as more fully set forth in
paragraphs IV(A) through (E) below. |
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2. |
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Confidential Information . EMPLOYEE agrees, during and
after the term of this Release Agreement, he will not, without the
prior written consent of COMPANY, directly or indirectly use for
the benefit of any person or entity other than COMPANY, or make
known, divulge or communicate to any person, firm, corporation or
other entity, any confidential or proprietary information,
knowledge or trade secrets acquired, developed or learned of by
EMPLOYEE during his employment with COMPANY. EMPLOYEE shall not
retain after the Termination Date, any document, record, paper,
disk, tape or compilation of information relating to any such
confidential information. |
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3. |
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Return of COMPANY Property. EMPLOYEE shall return to
COMPANY by the Termination Date, any and all things in his
possession or control relating to COMPANY and its related entities,
including but not limited to, any equipment issued to EMPLOYEE, all
correspondence, reports, contracts, financial or budget
information, personnel or labor relations files, office keys,
manuals, and all similar materials not specifically listed here.
EMPLOYEE further agrees that as of the Termination Date he will
have no outstanding balance on his corporate credit card for which
appropriate T&E accounting has not been submitted and he
remains personally responsible for any outstanding balance on his
corporate credit card. |
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4. |
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Non-Solicitation . |
a.
Employees and Consultants . For the twelve (12) month
period immediately following termination of your employment with
the Company (the “Limitations Period’’), EMPLOYEE
shall not directly, or
indirectly
through another person or entity, except as agreed in writing by
the parties induce or attempt to induce any employee of, or
consultant to, the COMPANY or its subsidiaries to leave the employ
of, or consultancy to, the COMPANY or its subsidiaries.
b. Company
Customers and other Business Relationships . EMPLOYEE further
covenants and agrees that for 24 month period following your
Termination Date, EMPLOYEE shall not directly, or indirectly
through another person or entity, except as agreed in writing by
the parties call on, solicit or service any customer, supplier,
licensee, licensor, consultant or other business relation of the
COMPANY or its respective subsidiaries in order to induce or
attempt to induce such person to cease doing business with the
COMPANY or its subsidiaries, or in any way interfere with the
relationship between any such customer, supplier, licensee,
licensor, consultant or other business relation and the COMPANY or
its subsidiaries (including, without limitation, making any
negative statements or communications about the COMPANY or its
subsidiaries).
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5. |
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Non-disparagement . EMPLOYEE agrees he will not
disparage COMPANY or make or solicit any comments to the media or
others that may be considered derogatory or detrimental to the good
business name or reputation of COMPANY. This clause has no
application to any communications with the Equal Employment
Opportunity Commission or any state or local agency responsible for
investigation and enforcement of discrimination laws. |
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6. |
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EMPLOYEE Availability . EMPLOYEE agrees to make himself
reasonably available to COMPANY to respond to requests by COMPANY
for |
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