Exhibit 10.10.2
CONFIDENTIAL
SEPARATION AGREEMENT AND GENERAL RELEASE
This is a Confidential Separation Agreement and
General Release (the "Agreement") between Hanover Capital Mortgage Holdings,
Inc. (the "Company") and Xxxxx Xxxxxxx (the "Employee" and together with the
Company, the "Parties", each a "Party") that nullifies and supersedes that
certain Amended and Restated Employment Agreement dated July 1, 2002, as same
has been amended from time to time, together with all agreements referenced
and/or incorporated therein (the "Employment Agreement"), including, but not
limited to, those related to the Employee's employment, compensation, benefits
and directorship. EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING
THIS AGREEMENT. In consideration of the mutual promises and commitments made in
this Agreement, and intending to be legally bound, the Company on the one hand,
and Employee on the other hand, agree to the terms set forth in this Agreement.
1. SEPARATION
Employee's employment with the Company was separated
by mutual agreement effective January 31, 2007 (the "Separation Date"). Employee
agrees and acknowledges that Employee's employment relationship with the Company
and any of its Related Organizations (i.e., the Company's parent, subsidiary and
related corporations, and their predecessors and successors) has ended, and that
neither the Company nor any of its Related Organizations has any obligation to
hire, rehire or employ Employee. Furthermore, Employee represents and
acknowledges that Employee voluntarily and willfully resigned as a member of the
Company's Board of Directors and as a member of the Board of Directors of any
Related Organizations as of the Separation Date.
2. CONSIDERATION
(a) In exchange for Employee's execution of this
Agreement, and the relinquishment and nullification of the Employment Agreement,
and Employee's resignation from the Company's Board of Directors and as a member
of the Board of Directors of any Related Organizations and provided that
Employee does not revoke this Agreement within the seven day revocation period
described in Paragraph 17 hereof, the Company will pay Employee the equivalent
of sixteen (16) month's separation pay, based on Employee's annual base salary
rate in effect on the Separation Date (the "Severance Payment") by check payable
to Employee's order in the gross amount of $374,900.80. From the gross amount of
the Severance Payment, the Company will determine and withhold payroll
deductions for taxes (federal, FICA, Medicare, state, local and unemployment
compensation).
(b) The obligation of the Company to make the
Severance Payment shall be fulfilled by the direct deposit of such check into
the bank account into which Employee's payroll checks were deposited at the time
of her separation not less than eight days (8) and not more than fifteen (15)
days after Employee executes this Agreement and the seven day revocation period
described in Paragraph 17 hereof has expired without the Employee having revoked
this Agreement.
(c) If Employee is a participant in the
Company's group health care plans (medical, dental and vision), Employee's
eligibility for benefits under those plans will terminate as of January 31,
2007, unless Employee elects to continue coverage in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). In order to
elect such coverage, Employee must complete all necessary forms in a timely
manner.
(d) If Employee elects COBRA continuation
coverage, the Company will waive payment of the COBRA premiums for eighteen (18)
complete calendar months following the month in which employment terminated. If
Employee is eligible for, and elects to, continue such benefit coverage beyond
the waiver period provided in the preceding sentence, during the time period
that the Company is required to provide such coverage under COBRA, Employee will
be required to pay the COBRA premiums for such coverage. The Company has no
obligation under this Agreement with regard to any group health care plan
benefit coverage beyond the waiver of premiums for the period set forth in this
subparagraph. Moreover, the Company's obligation under this subparagraph to
waive the premiums for such coverage will cease immediately if Employee ceases
to be eligible for COBRA coverage or obtains comparable benefit coverage from
any future employer.
(e) Upon the earlier of the expiration of (i)
eighteen (18) complete calendar months from the Separation Date or (ii) the date
Employee ceases to be eligible for COBRA coverage or obtains comparable benefit
coverage from any future employer, the Company shall pay Employee the lump sum
payment of $6,000, less applicable withholding taxes (federal, FICA, Medicare,
state, local and unemployment compensation).
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(f) The Company confirms that it has paid the
premium for Employee's supplemental life insurance policy, administered by First
Colony Life Insurance Company (#534470) ("the Policy"), through August 6, 2007.
The Company shall, thereafter, transfer any ownership interest that it has in
the Policy and all payment obligations thereunder to Employee.
(g) The Parties will use reasonable best efforts
to agree upon the language for any public communication related to Employee's
separation from employment.
(h) The Company shall reimburse Employee in the
amount of, $2,500 for attorneys' fees, incurred by Employee in the negotiation
of this Agreement.
(i) Employee acknowledges and agrees that the
Company's obligations under subparagraphs 2(a), 2(d), 2(e), 2(f), 2(g) and 2(h)
arise under this Agreement, are in consideration for Employee's signing this
Agreement, and constitute consideration to which Employee is not otherwise
entitled. Employee also acknowledges and agrees that the Company shall be
entitled to discontinue providing payments and benefits under this Agreement if
Employee breaches any of Employee's obligations hereunder including, without
limitation, Employee's obligations under Paragraph 5 of this Agreement, and that
such discontinuance will not relieve Employee of her obligations hereunder, nor
shall it affect the validity of the release of claims provided in Paragraph 3 of
this Agreement.
3. GENERAL RELEASE OF CLAIMS
It is understood and agreed by and between the
Parties to this Agreement that in return for the consideration set forth in
Paragraph 2 and the other promises contained herein, Employee does, knowingly
and voluntarily, completely and forever release and discharge the Company,
including all present and former parent corporations, affiliates, subsidiaries,
predecessors, successors, agents, assigns, insurers, and all of their present
and former employees, officers, directors, and representatives (collectively the
"Released Parties"), from any and all causes of action, claims, judgments,
obligations, damages of any kind (e.g., compensatory and punitive), claims for
attorneys' fees, and rights to pre- or post-judgment interest or liabilities of
whatever kind and character, that Employee (on behalf of either Employee or any
other person or entity) ever had, now has, or may have against, or pertaining
to, any or all of the Released Parties, based on, relating to, involving, or
arising from any cause, decision, event, matter, omission, statement or any
other thing, existing or occurring at any time up to and including the time when
Employee signs this Agreement. This release includes any claims that Employee or
anyone on Employee's behalf may have arising under the New Jersey Conscientious
Employee Protection Act, N.J.S.A. 34:19-1 et seq., the New Jersey Law Against
Discrimination ("NJLAD"), N.J.S.A. 10:5-1 et seq., New Jersey Family Leave Act,
N.J.S.A. 34:11B-1 et seq., the Civil Rights Act of 1964 as amended, the Civil
Rights Act of 1991 as amended, the Americans with Disabilities Act ("ADA"), 42
U.S.C. Section 12101 et seq., the Employee Retirement Income Security Act
("ERISA"), 29 U.S.C. Section 1001 et seq., the Consolidated Omnibus Budget
Reconciliation Act "COBRA"), the Age Discrimination in Employment Act ("ADEA"),
29 U.S.C. Section 621 et seq., 42 U.S.C. Sections 1981-1988, the Worker
Adjustment and Retraining Notification Act ("WARN"), 29 U.S.C. Section 2101 et
seq., or any other federal, state or local human rights, civil rights, wage and
hour, notice, pension, employment or labor law, rule and/or regulation, public
policy, contract or tort law, any claim of retaliation under such laws, any
claim arising under the common law, including but not limited to causes of
action for wrongful discharge, breach of contract, fraud, defamation,
interference with contract or prospective economic advantage, violation of
public policy, infliction of emotional distress, violation of any other
national, state or local statute, law or ordinance, claims for loss of income,
compensatory damages, emotional distress, liquidated damages, punitive damages,
attorneys' fees and costs, and any other action whether cognizable in law or in
equity based on any conduct up to and including the date on which Employee
executes this Agreement. The release of claims in this Agreement shall extend to
claims of any nature whatsoever including claims that are known or unknown.
Employee further represents that, before executing this Agreement, Employee has
not asserted a claim against or involving the Company before any court, agency
or tribunal. Moreover Employee further represents that Employee is presently
unaware of any basis on which she would be entitled to file a claim for benefits
under the New Jersey Workers' Compensation Act.
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4. CONFIDENTIAL INFORMATION
(a) As used in this Agreement, the term
"Confidential Information" means any and all information and any idea in
whatever form, tangible or intangible, pertaining in any manner to the business
of the Company, or to any employees, contractors, consultants, clients or
business associates of the Company or any Related Organizations, that is not
generally known outside of the Company, or that is known outside of the Company
through improper means. Without limiting the foregoing definition, Confidential
Information includes, but is not limited to: (i) technical information,
formulas, teaching and development techniques, methodologies, processes, trade
secrets, computer programs, electronic codes, designs, product development
information, inventions, improvements, and research projects; (ii) information
about finances, costs, profits, markets, proposals, sales and lists or names of
customers, clients and employees; (iii) consumer information (including, without
limitation, any information collected as part of any process to evaluate or
review any person's application for any mortgage, loan or credit); (iv)
business, marketing and strategic plans; and (v) employee personnel files and
compensation information.
(b) Employee represents and warrants that
Employee has not improperly disclosed any Confidential Information and agrees,
for the maximum period permitted by law, to continue to hold all Confidential
Information in trust and confidence for the Company and any Related
Organizations, and except as Employee may be authorized by the Company in
writing, Employee agrees not to publish or disclose to any person or entity, or
use in any manner, such Confidential Information. Employee's obligations under
this paragraph are in addition to, and do not limit in any way, Employee's
obligations regarding Confidential Information under common law or statute.
5. NON-DISCLOSURE
(a) Employee covenants and agrees that Employee
will keep confidential and will not at any time disclose, directly or
indirectly, or make available to any person or entity, or in any manner use for
Employee's own benefit, any information concerning the due diligence business of
Hanover Capital Partners 2, Ltd. ("HCP") which is of a type that in accordance
with HCP's past practices has been treated as confidential or proprietary,
including, without limitation, business strategies, operating plans, acquisition
strategies (including the identities of [and any other information concerning]
possible acquisition candidates), pro forma financial information, market
analysis, acquisition terms and conditions, personnel information, product
information (whether existing, former, or proposed), trade secrets, sources of
leads and methods of obtaining new business, know-how, customer lists and
relationships, supplier lists and relationships, or other non-public
confidential and proprietary information relating to the Company and any of its
Related Organizations, except to the extent that such information (i) is
obtained from a third party whom Employee has no reason to believe is bound by a
duty of confidentiality, (ii) relates to information that is or becomes
generally known to the public other than as a result of a breach of this
Agreement, or (iii) is required to be disclosed by law or judicial
administrative process (in which case prior to such disclosure Employee shall
promptly provide prior written notice of such required disclosure to the Company
in order to afford the Company the opportunity to seek an appropriate protective
order preventing such disclosure).
(b) Employee understands that Employee's
obligations in Paragraph 5 are essential elements of this Agreement, are
designed, among other reasons, to prevent the inevitable disclosure of
confidential and proprietary information and trade secrets and to protect the
business of the Company and the Related Organizations. If Employee breaches any
of Employee's obligations in Paragraph 5 of this Agreement, Employee agrees that
the time periods of the obligations that Employee has breached shall be extended
by the period of time of such breach. Employee also agrees that Employee's
violation or threatened violation of any of the provisions of Paragraph 5 of
this Agreement shall cause the Company or the affected Related Organization
immediate and irreparable harm and that, in such event, an injunction
restraining Employee from such violation or threatened violation may be entered
in addition to any other relief available against Employee. Employee waives any
right Employee may have to assert in any such proceeding that the Company or
Related Organization had an adequate remedy at law.
(c) If any covenant in Paragraph 5 is held to be
unreasonable, arbitrary, or against public policy, such covenant will be
considered to be divisible with respect to scope, time, and geographic area, and
such lesser scope, time, or geographic area, or all of them, as a court of
competent jurisdiction or arbitrator may determine to be reasonable will be
binding and enforceable against Employee.
(d) Employee understands and agrees that the
Related Organizations are third-party beneficiaries of Paragraph 5 of the
Agreement and, in addition to the Company, are entitled to enforce Paragraph 5
of the Agreement directly.
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6. NON-DISPARAGEMENT
Nothing in this Agreement shall restrict Employee's
ability to provide truthful testimony in response to any lawful subpoena or
compulsory process or restrict Employee's ability to file an administrative
charge, testify, assist or otherwise participate in any manner in any
investigation, proceeding or hearing before any federal, state or local
governmental agency. Except as provided in the foregoing sentence, Employee
covenants and agrees that Employee will not make any statement, written or oral,
in disparagement of the Company or any of its officers, shareholders, directors,
employees, agents, or associates (including, but not limited to, negative
references to each or any of the Company's products, services, or corporate
policies) to the general public and/or the Company's employees, potential
employees, customers, potential customers, suppliers, potential suppliers,
business partners, and/or potential business partners. The Company agrees that
it will instruct its Board Members and Officers that they should not make any
statement, written or oral, in disparagement of the Employee. The Company's
obligation under the immediately preceding sentence shall be limited to
delivering the specified instruction, and the Company shall not be responsible
or liable for any statement by any Board Member or Officer that may disparage
the Employee, nor shall any such statement constitute a breach of this
Agreement.
7. OBLIGATION TO RETURN COMPANY PROPERTY
(a) As used in this Agreement, the term "Company
Property" includes, without limitation: (i) all materials containing any
Confidential Information (including all copies thereof) including, without
limitation, drawings, blueprints, tapes, disks, codes, descriptions or other
papers, documents or materials that contain any such Confidential Information;
(ii) all computer hardware (including, but not limited to, personal digital
assistants), computer software, cell phones, pagers, business equipment,
drawings, designs, specifications, tapes, drives, disks, codes, notes, memoranda
or data created by Employee, or made available or furnished to Employee by the
Company or any of its Related Organization (including all copies thereof),
whether or not they contain Confidential Information; (iii) all other materials
containing any information pertaining to the business of the Company, or any its
Related Organization, or any of their employees, contractors, consultants,
clients or business associates, that were acquired by Employee in the course of
employment with the Company or any Related Organization.
(b) Employee represents and warrants that,
before signing this Agreement, Employee has returned to the Company all Company
Property. Employee understands and agrees that, unless and until Employee has
complied with Company policies and/or procedures regarding the return of Company
Property, Employee will not be entitled to any of the severance benefits
referred to in Paragraph 2 above.
8. COOPERATION
Employee agrees reasonably to cooperate with the
Company in connection with any dispute, claim, litigation or investigation by
any person or entity against or involving the Company or any of its officers,
employees, agents or representatives. As part of this agreement reasonably to
cooperate, Employee agrees to speak and/or meet with the Company and/or its
representatives or counsel at and for reasonable times upon reasonable notice,
without the need for any legal proceeding or compulsory process. Employee also
agrees to make Employee available at and for reasonable times upon reasonable
notice for such things as interviews, depositions and trials. The Company agrees
to reimburse Employee for reasonable expenses incurred with respect to such
cooperation.
9. UNDISPUTED AMOUNTS
(a) Employee acknowledges and agrees that,
except as set forth in Paragraphs 2 and 9(b) of this Agreement, Employee has
received all compensation and other payments to which Employee is or may be
entitled by reason of Employee's employment or termination of employment with
the Company.
(b) Notwithstanding anything in this Agreement
to the contrary, the Parties are not waiving or changing any rights, claims,
conditions, requirements, or defenses in connection with the following matters:
(1) Employee's 401(k) account and the related matching contribution made by the
Company for the calendar year 2006, if any; (2) the reimbursement to Employee of
reasonable and necessary business expenses incurred by Employee on or before
December 29, 2006 on behalf of the Company, and reported and properly documented
on expense reports, in accordance with and subject to the requirements of the
Company's expense reimbursement practices; (3) Employee's options granted under
the 1997 Executive and Non-Employee Director Stock Option Plan; or (4) any right
that Employee may have to benefits under the New Jersey Workers' Compensation
Act.
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10. DENIAL OF LIABILITY
Employee acknowledges and agrees that neither the
offer of this Agreement, nor the acceptance of this Agreement, nor the Agreement
itself is an admission, or shall be construed to be an admission, of any
wrongdoing or liability by the Company or any of the Released Parties; moreover,
any such liability or wrongdoing is denied by the Company. Neither the offer of
this Agreement, nor the Agreement, nor any of its terms, shall be admissible as
evidence of any liability or wrongdoing by the Company or any of the Released
Parties in any judicial, administrative or other proceeding now pending or
hereafter instituted by any person or entity. 11. ARBITRATION
(a) Should either party to this Agreement have
any dispute as to any aspect of this Agreement, or arising out of, or related to
or connected with Employee's employment, compensation or benefits, or the
termination thereof, the parties will submit any such dispute to final and
binding arbitration pursuant to the Employment Arbitration Rules of the American
Arbitration Association before a neutral arbitrator selected from the list of
Arbitrators. Unless another limitations period is expressly mandated by statute,
to be timely, any dispute must be referred to arbitration within twelve (12)
months of the date on which the Party making such referral became aware, or with
reasonable diligence should have become aware, of the incident or complaint
giving rise to the dispute. Disputes not timely referred to arbitration shall be
deemed waived, and the arbitrator shall deny any untimely claims. THE PARTIES
EXPRESSLY AGREE THAT SUCH ARBITRATION SHALL BE THE EXCLUSIVE REMEDY FOR ANY
DISPUTE INVOLVING THIS AGREEMENT, THE EMPLOYEE'S EMPLOYMENT, TERMINATION,
COMPENSATION, BENEFITS OR THE VIOLATION OF EMPLOYEE'S CIVIL RIGHTS, AND HEREBY
EXPRESSLY WAIVE ANY RIGHT THEY HAVE, OR MAY HAVE, TO A COURT TRIAL OR A JURY
TRIAL OF ANY SUCH DISPUTE. In making an award, the arbitrator shall have no
power to add to, delete from or modify this Agreement, or to enforce purported
unwritten or prior agreements, or to construe implied terms or covenants into
the Agreement. In reaching a decision, the arbitrator shall adhere to the
relevant law and applicable precedent, and shall have no power to vary
therefrom. In construing this Agreement, its language shall be given a fair and
reasonable construction in accordance with the intention of the parties and
without regard to which party drafted it. At the time of issuing a decision, the
arbitrator shall (in the decision or separately) make specific findings of fact,
and shall set forth such facts as support the decision, as well as conclusions
of law, and the reasons and bases for the opinion. In the event the arbitrator
exceeds the powers or jurisdiction here conferred, or fails to issue a decision
in conformance herewith, it is specifically agreed that the aggrieved party may
petition a court of competent jurisdiction to correct or vacate such award, and
that the arbitrator's act of exceeding his or her powers shall be grounds for
granting such relief. It is further agreed by the parties that venue for any
arbitration or other legal proceedings shall be Edison, New Jersey. This
arbitration clause is entered pursuant to, and shall be governed by, the Federal
Arbitration Act, but in all other respects this Agreement shall be governed by
the provisions of New Jersey law without application of its laws with respect to
conflict of laws. If the Federal Arbitration Act is not applicable then the New
Jersey General Arbitration Act shall govern (N.J.S.A. 2A:24-1 et. seq.). If any
one or more provisions of this arbitration clause shall for any reason be held
invalid or unenforceable, it is the specific intent of the parties that such
provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable.
12. JURISDICTION, VENUE AND INJUNCTIVE RELIEF
(a) To the extent that either party is permitted
to file any action in court that involves any aspect of this Agreement, or
arises out of, or is related to or connected with Executive's employment,
compensation or benefits, or the termination thereof, the parties agree that
such action must be brought in either federal court in the State of New Jersey,
or in the Superior Court of New Jersey, Middlesex County, and the parties
irrevocably consent to jurisdiction and venue in such courts.
(b) Although all claims arising between the
parties are subject to arbitration, unless otherwise prohibited by applicable
law, each party retains the right to file, in the aforementioned federal or
state courts of the State of New Jersey, an application for provisional
injunctive and/or equitable relief in connection with a claim relating to this
Agreement, including any claims relevant to the application for provisional
relief, and shall not be obligated to post a bond or other security in seeking
such relief unless specifically required by law. Although a court may grant
provisional injunctive and/or equitable relief, the arbitrator shall at all
times retain the power to grant permanent injunctive relief, or any other final
remedy. Employee acknowledges that the injury that would be suffered by the
Company as a result of a breach of Xxxxxxxxx 0, Xxxxxxxxx 5 or Paragraph 6 of
this Agreement would be irreparable and that an award of monetary damages to the
Company for such a breach would be an inadequate remedy. Consequently, the
Company will have the right in addition to any other rights it may have, to
obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce Xxxxxxxxx 0, Xxxxxxxxx 5 and/or Paragraph 6 of
this Agreement
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13. SEVERABILITY AND REFORMATION
All provisions and portions of this Agreement are
severable. If any provision or portion of this Agreement or the application of
any provision or portion of this Agreement to any person, to any circumstance,
or to any claims, shall be determined to be invalid, void, voidable or
unenforceable to any extent for any reason, (1) the application of such
provision or portion of this Agreement to any other person, to any other
circumstance, or to any other claims shall be unaffected thereby, and the
remaining provisions and portions of this Agreement also shall be unaffected
thereby; (2) all other provisions and portions of this Agreement shall remain in
full force and shall continue to be enforceable to the fullest and greatest
extent permitted by law; and (3) any provision or part of the Agreement found by
any Court with jurisdiction to be invalid, void, voidable or unenforceable, may
be construed or changed by the Court to the extent reasonably necessary to make
the provision or part (as construed or changed), valid, enforceable and binding.
14. APPLICABLE LAW
This Agreement is made and entered into by the
Company in the State of New Jersey. The Agreement shall in all respects be
governed by and interpreted under and in accordance with the laws of the State
of New Jersey. The breach of any promise in this Agreement by any party shall
not invalidate the Agreement or the release and shall not be a defense to the
enforcement of the Agreement against any party.
15. INTEGRATION
Employee warrants and agrees that no promise, other
than the promises in this Agreement, has been made to Employee. Employee
warrants and agrees that in signing this Agreement Employee is not relying upon
any statement or representation made by or on behalf of the Company concerning
the merits or value of any Claims or concerning any other thing or matter.
Employee warrants and agrees that Employee is relying solely upon Employee's own
judgment and that before signing this Agreement Employee has read it.
16. CONSTRUCTION
The Parties have had an ample opportunity to review
and have in fact reviewed this Agreement. Accordingly, the normal rule of
construction, to the effect that any ambiguities be resolved against the
drafting party, shall not be employed in the interpretation of this Agreement.
The captions and headings at the beginning of each paragraph are for convenience
and reference only and shall not limit, define, or affect the construction and
interpretation of this Agreement.
17. REVIEW AND REVOCATION
Employee acknowledges that Employee was given
twenty-one (21) days to review this Agreement from the time it was presented to
Employee, and Employee has reviewed it with an attorney to the extent Employee
chose to do so. If Employee does not return this Agreement executed by the end
of the twenty-one (21) day review period, this Agreement shall be null and void
for all purposes. Employee also acknowledges that Employee was advised that
Employee has seven (7) days after signing and delivering this Agreement to the
Company in which to revoke it by notifying Xxxxx X'Xxxx, Vice President, Human
Resources, in writing at Hanover Capital Mortgage Holdings, Inc., 000 Xxxxxxxxx
Xxxxx -- Xxxxx 000, Xxxxxx, Xxx Xxxxxx, 00000. This Agreement is not effective
or enforceable until the seven (7) day revocation period has expired.
18. MISCELLANEOUS
a. Employee acknowledges that Employee is
signing this Agreement voluntarily, with full knowledge of the nature and
consequences of its terms. All executed copies of this Agreement and photocopies
thereof shall have the same force and effect and shall be as legally binding and
enforceable as the original.
b. This Agreement shall inure to the benefit of
the Company and its predecessors, successors and assigns, and to the benefit of
Employee and Employee's heirs, administrators and executors.
c. This Agreement is being signed by Employee
and for the Company with the intent to be legally bound.
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BY SIGNING THIS AGREEMENT, EMPLOYEE ACKNOWLEDGES AS FOLLOWS:
- EMPLOYEE HAS READ THIS AGREEMENT COMPLETELY.
- EMPLOYEE HAS HAD THE OPPORTUNITY TO CONSIDER THE TERMS OF THIS
AGREEMENT.
- EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO
EXECUTING THIS AGREEMENT.
- EMPLOYEE UNDERSTANDS AND MEANS EVERYTHING THAT EMPLOYEE SAID IN THIS
AGREEMENT AND EMPLOYEE AGREES TO ALL ITS TERMS.
- EMPLOYEE IS NOT RELYING ON THE COMPANY OR ANY REPRESENTATIVE OF THE
COMPANY TO EXPLAIN THIS AGREEMENT TO EMPLOYEE.
- EMPLOYEE HAS HAD AN OPPORTUNITY TO CONSULT AN ATTORNEY TO EXPLAIN THIS
AGREEMENT AND ITS CONSEQUENCES TO EMPLOYEE BEFORE EMPLOYEE SIGNED IT,
AND EMPLOYEE HAS DONE SO TO WHATEVER EXTENT EMPLOYEE DESIRED.
EMPLOYEE HAS SIGNED THIS AGREEMENT CONSISTING OF 7 PAGES VOLUNTARILY AND
ENTIRELY OF EMPLOYEE'S OWN FREE WILL, WITHOUT ANY PRESSURE FROM THE COMPANY OR
ANY REPRESENTATIVE OF THE COMPANY.
DATED: 2/2/07 /s/ XXXXX XXXXXXX
---------------------------------------
XXXXX XXXXXXX
DATED: 2/2/07 HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
BY: /s/ XXXX X. XXXXXXXX
---------------------------------------
XXXX X. XXXXXXXX
CHIEF EXECUTIVE OFFICER
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