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EXHIBIT 10.44
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement is dated as of May 23,
1995 and is by and among Xxxxx X. Xxxxxxxx ("Executive"), Lomas Management,
Inc. (the "Company") and Lomas Financial Corporation (the "Parent").
WHEREAS, the parties have come to recognize over the course of
Executive's employment that the business of the Parent 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 Executive's time and effort must be devoted
to LMUSA if the Parent is to preserve its value to its shareholders; and
WHEREAS, the parties wish to formalize the contractual
relationship between LMUSA and Executive;
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 serving as President and
Chief Operating Officer of the Company, Executive shall serve as Senior Vice
President of LMUSA and shall have such duties and responsibilities with regard
to LMUSA as are consistent with those of a senior vice president. Executive
shall devote such time as is necessary to the performance of his duties for
LMUSA. Section 2 of the Employment Agreement effective as of April 1, 1993
(the "Employment Agreement") is amended accordingly.
2. Termination. Executive's term of employment with
LMUSA shall be co-terminus with his employment with the Company subject to the
terms of the Employment Agreement. Executive's employment with LMUSA may only
be terminated concurrently with his employment with the Company as provided in
Sections 7 and 8 of the Employment Agreement.
3. Specific Amendments. Section 8 of the Employment
Agreement is hereby amended by adding a Subsection 8(h) thereto to read as
follows:
(h) Notwithstanding any other provisions of this Section
8, if the Executive's employment shall be terminated for any reason
other than Cause, the Executive shall be entitled to receive after the
Determination Period three months of continued health care coverage in
the Executive's current health care plan at the Executive's current
enrolled level of coverage (i.e., individual or family coverage) at
the Company's sole expense, plus coverage thereafter at the
Executive's current coverage at the Executive's sole expense (the
Executive's expense to be calculated at the total prevailing monthly
premium [employee plus employer costs] as of the annual plan renewal
date each year), such coverage to continue until the date of the first
to occur of (a) the Executive's eligibility
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for other employer-sponsored health coverage, (b) the Executive's
eligibility for Medicare, (c) the Executive's 65th birthday or (d) the
end of the 60th month after the Determination Period.
4. Indemnification. Executive shall enjoy the same duty
of indemnification from LMUSA as he enjoys from the Company and the Parent for
the performance of Executive's duties on behalf of LMUSA.
5. Joint and Several Liability. The liability of LMUSA
and the Company for payment of the salary, bonus, benefits and other
perquisites due Executive under the Employment 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 Executive.
6. Relation Back. This First Amendment to Employment
Agreement relates back to the execution of the Employment Agreement such that
LMUSA assumes joint and several liability for all of the Company's and the
Parent's duties and obligations to Executive from and after that date to and
including the present and ratifies all agreements and understandings between
the Executive and the Company and/or the Parent.
7. Execution by LMUSA. LMUSA joins in the execution of
this First Amendment to Employment Agreement, although not originally a party
to the Employment Agreement, for the purpose of acknowledging the terms of this
First Amendment to Employment Agreement and to signify that it is contractually
bound by the terms hereof.
IN WITNESS WHEREOF, the parties have executed this First
Amendment to Employment Agreement as of the date written above.
LOMAS MANAGEMENT, INC.
By: /s/ XXXX X. XXXXX
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Its: Chief Executive Officer
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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/ XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
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