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EXHIBIT 10.52
FIRST AMENDMENT TO CONSULTING AGREEMENT
This First Amendment to Consulting Agreement is dated as of May 23,
1995 and is by and between Xxxx Xxxxx ("Consultant") and Lomas Financial
Corporation (the "Company").
WHEREAS, the parties have come to recognize over the course of
Consultant's retention that the business of the Company is inextricably linked
to the operations of its principal subsidiary, Lomas Mortgage USA, Inc.
("LMUSA"); and
WHEREAS, the parties have come to recognize over the same
period that the greatest portion of Consultant's time and effort must be
devoted to LMUSA if the Company is to preserve its value to its shareholders;
and
WHEREAS, the parties wish to formalize the contractual
relationship between LMUSA and Consultant;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein and for other good and valuable
consideration, the parties agree as follows:
1. Position. In addition to continuing to be an officer
of the Company with the title of Senior Vice President - Control and serving as
a consultant to the Company, Consultant shall continue to be an officer of
LMUSA with the title of Executive Vice President and shall serve as a
consultant to LMUSA and render such advice and services to LMUSA as reasonably
may be requested by the Chief Executive Officer or the Board of Directors of
LMUSA. Consultant shall devote such time as is necessary to the performance of
his duties for LMUSA subject to Section 3 of the Consulting Agreement dated as
of November 1, 1994 (the "Consulting Agreement"). Sections 1 and 3 of the
Consulting Agreement are amended accordingly.
2. Termination. Consultant's consulting term with LMUSA
shall be co-terminus with his retention by the Company subject to the terms of
the Consulting Agreement. Consultant's retention by LMUSA may only be
terminated concurrently with his retention by the Company as provided in
Section 6 of the Consulting Agreement.
3. Specific Amendments.
(a) Subsection 4(d) of the Consulting Agreement
is hereby amended and restated in its
entirety to read as follows:
(d) Consultant shall not be
eligible to participate in the "success
bonus" arrangement established by the
Compensation Committee of the Board of
Directors for senior executives of the
Company in connection with the sale of all or
a substantial portion of the Company.
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(b) Subsection 7(a) of the Consulting Agreement
is hereby amended and restated in its
entirety to read as follows:
(a) Status of Consultant.
During the Consulting Term, Consultant shall
not be an employee of the Company or LMUSA
and shall not be entitled to participate in
any employee benefit plans or other benefits
or conditions of employment available to the
employees of the Company or LMUSA except to
the extent set forth in paragraphs 4(b), (c)
and (e). Consultant shall have no authority
to act as an agent of the Company or LMUSA,
except on authority specifically so
delegated, and he shall not represent to the
contrary to any person. Consultant shall
only consult, render advice and perform such
tasks as Consultant determines are necessary
to achieve the results specified by the
Company and LMUSA. Although the Company and
LMUSA may specify the results to be achieved
by the Consultant and may control and direct
him in that regard, neither the Company nor
LMUSA shall control or direct the Consultant
as to the details or means by which such
results are accomplished.
4. Indemnification. Consultant shall enjoy the same
duty of indemnification from LMUSA as he enjoys from the Company for the
performance of Consultant's duties on behalf of LMUSA.
5. Joint and Several Liability. The liability of LMUSA
and the Company for payment of the retainer, bonus, benefits and other
perquisites due Consultant under the Consulting Agreement shall be joint and
several, without requirement to apportion between LMUSA and the Company the
relative time and effort spent on behalf of each by Consultant.
6. Relation Back. This First Amendment to Consulting
Agreement relates back to the execution of the Consulting Agreement such that
LMUSA assumes joint and several liability for all of the Company's duties and
obligations to Consultant from and after that date to and including the present
and ratifies all agreements and understandings between the Company and
Consultant.
7. Execution by LMUSA. LMUSA joins in the execution of
this First Amendment to Consulting Agreement, although not originally a party
to the Consulting Agreement, for the purpose of acknowledging the terms of this
First Amendment to Consulting Agreement and to signify that it is
contractually bound by the terms hereof.
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IN WITNESS WHEREOF, the parties have executed this First
Amendment to Consulting Agreement as of the date written above.
LOMAS FINANCIAL CORPORATION
By: /s/ XXXX X. XXXXX
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Its: President & Chief Executive Officer
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LOMAS MORTGAGE USA, INC.
By: /s/ XXXX X. XXXXX
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Its: Chairman & Chief Executive Officer
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/s/ XXXX XXXXX
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Xxxx Xxxxx
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