EXHIBIT 10.18
May 28, 1998
Mr. Ron Morrison
14501 Heights Drive
Tustin, CA. 92780
Dear Mr. Morrison:
This is to confirm our offer and your acceptance of the position of General
Counsel, Corporate Secretary for The Impac Companies (IMH & ICH) in our Santa
Ana Heights office. The terms of our offer are:
- A start date of July 20, 1998.
- Your title will be General Counsel, Corporate Secretary.
- You will receive a bi-weekly salary of $6,923.08, which computes on
an annualized basis to $180,000.00.
- You will be eligible to receive an annual discretionary bonus of up to
20% of your annual base salary based upon performance and corporate
profitability objectives set forth by Executive Management. Your bonus
may be pro-rated for your first year of employment.
- You will be eligible to receive 10,000 shares of IMH stock options and
10,000 shares of ICH stock options in accordance with the current plan
in effect and subject approval by the Board of Directors. The Board
approved stock options will vest at a rate of one-third annually over
a three-year period.
- A monthly car allowance of $416.67.
- You will receive up to $10,000.00 in expense reimbursements for
previous lease obligations. All requests for reimbursement must be
signed and approved by Mr. William Ashmore prior to submission for
payment.
- If you are terminated by The Impac Companies for any reason other than
for "Cause" during the first 18 months of your employment, you may
receive severance pay in the form of salary continuation for one year.
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Mr. Ron Morrison
"Cause" means:
(1) you engage in any act of theft, embezzlement, falsification of
records, misappropriation of funds or property, or fraud against, or
with respect to the business of The Impac Companies;
(2) current use of illegal drugs on or off the job or current addiction to
alcohol, unless you voluntarily request accommodation for
rehabilitation before such time as The Impac Companies notifies you
that it suspects your use of illegal drugs or addiction to alcohol;
(3) you commit a breach of any material term of this Agreement or any
other material legal obligation to The Impac Companies and, if such
breach is capable of being cured, fail to cure such breach within two
(2) weeks of written notice of such breach from The Impac Companies;
(4) you are convicted of, or plead guilty or nolo contendere to a felony
or a crime involving moral turpitude, breach of trust or dishonesty;
(5) you intentionally cause, either by your action or by failing to take
reasonable and appropriate action to prevent, any material injury to
the financial condition or business reputation of The Impac Companies;
however, this shall not apply to any act of The Impac Companies by any
other employee thereof except to the extent that such intentional act
is committed at your direction, or with your knowledge;
(6) you cease to devote your full time and attention and best efforts to
your duties hereunder.
Termination of employment for Cause shall be preceded by written
notice to you from The Impac Companies describing in detail the acts
or omissions that are the basis for the termination and you shall be
given at least a two (2) week period to cure those acts or omissions.
Notwithstanding any other provision of this agreement, disagreements
regarding investment decisions (purchases, sales, hedging strategies,
etc.) shall not constitute Cause.
Your vacation will begin to accrue upon the completion of 90 days of
employment with The Impac Companies. Vacation is accrued at the rate of
6.16 hours per pay period which computes on an annualized basis to four
weeks. Should your employment terminate, the calculation of your unused
accrued vacation will be based on established company procedures in effect
at the time of your termination.
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Mr. Ron Morrison
Should you elect coverage under our available Medical and Dental
plans, benefits provisions will become effective upon the first day of the month
following your completing 30 days of employment. Noncontributory insurance
coverage (including Life Insurance, Accidental Death and Dismemberment and Long
Term Disability) are available and become effective based upon the provisions of
the policies in effect at the time.
You will be eligible to participate in our 401(k) Plan at the first
enrollment date after six months of employment.
In order to clarify The Impac Companies position regarding your proposed
employment with The Impac Companies and if hired by The Impac Companies to
ensure there is no conflict with your previous employer:
A. You represent that performance of all the terms of employment by The Impac
Companies do not, and will not, breach any agreement by you to keep in
confidence proprietary information of third parties acquired by you in
confidence or in trust prior to employment by The Impac Companies.
You have not brought and will not bring to The Impac Companies, or use in
the performance of your responsibilities at The Impac Companies any
materials, documents or other information of a former employer that are not
generally available to the public.
You also acknowledge that, in your employment with The Impac Companies, you
are not to breach any obligation of confidentially that you have to former
employers, and you agree to fulfill all such obligations during employment
with The Impac Companies.
B. You are not a party to or otherwise bound by any agreement or arrangement,
or subject to any judgment, decree or order of any court or administrative
agency (I) that would conflict with your obligation to diligently promote
and further the interest of The Impac Companies, or (ii) that would
conflict with The Impac Companies' business as now conducted or as proposed
to be conducted.
C. You agree that you will not contact any employees of your previous employer
for job opportunities at The Impac Companies . However, if employees of
your previous employer contact you on their own you may refer them to The
Impac Companies. A log must be kept indicating the name, date and time for
any employee who does contact you regarding opportunities at The Impac
Companies.
This letter supersedes any and all discussions or communications and any future
modifications or amendments must be in writing and signed by both you and the
Company. This letter, however, does not create a contractual relationship
between you and The Impac Companies.
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Mr. Ron Morrison
Should you accept this offer the relationship between you and The Impac
Companies is and at all times will be an "at will" relationship; either you or
The Impac Companies may terminate employment, and its accompanying compensation
and benefits at any time with or without cause, and with or without notice.
Further, the terms and conditions of your employment are within The Impac
Companies sole and absolute discretion and may be modified at any time as the
Company deems necessary to the operation of its business.
You and The Impac Companies, in order to obtain a prompt determination as to
rights and avoid the lengthy delay in court actions, agree to binding
arbitration of any claims or controversies arising out of or related to the
employee's employment or termination thereof, weather sounding in contract, tort
or statute, in accordance with the them effective rules of the American
Arbitration Association. The consideration for this agreement is the mutual
exchange of promises to arbitrate.
You and The Impac Companies consent to the jurisdiction of the Superior or
Municipal Courts of Los Angeles and of the United States District Court for the
Central District of California for all purposes in connection with the
arbitration. You and The Impac Companies agree to incorporate Section 1283.05 of
the California Code of Civil Procedure, as that statute exists as of the date of
execution of this letter, into this letter. Notwithstanding said incorporation
of Section 1283.05, this agreement shall be governed by the provisions of the
Federal Arbitration Act (9 U.S.C. Section 1et seq.) You and The Impac Companies
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consent that any process, notice of motion, or other application to any courts
and any paper in connection with arbitration may be served by certified mail,
return receipt requested or by personal delivery to the other side provided a
reasonable time for appearance is allowed.
You and The Impac Companies further agree that arbitration proceedings must be
instituted within one year after the claim or breach occurs and that the failure
to institute arbitration proceedings within one year shall constitute an
absolute bar to the institution of any proceedings and waiver of all claims.
You acknowledge your agreement to and waiver of all claims.
By signing this offer letter you authorize The Impac Companies, at any time
during the term of my employment, to conduct a thorough background check which
may include employment, criminal, civil and DMV.
You will be provided with a brief orientation at your respective location upon
reporting to work. At this time, you will be asked to complete all new hire
information and receive insurance enrollment forms. Be sure to bring employment
eligibility verification (i.e., valid driver's license and social security card,
or U. S. Passport). This information must be received by Human Resources within
3 days of employment.
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Mr. Ron Morrison
Please acknowledge your understanding of the above terms and conditions and
return the signed offer letter and contract to Human Resources within five
business days:
Cindy Rosenbush
Human Resources
Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard, Ste. 230
Irvine, CA 90505
Ron, we are pleased to have you join us and we are confident you will make an
important contribution to our Company. Should you have any questions, please
feel free to give me a call at ((310) 791-8075.
Sincerely,
Cindy Rosenbush
VP/Employment & Staffing
_____________________________ ____________________________
Ron Morrison Date
CR/vb