WALTER INVESTMENT MANAGEMENT CORP (Form: 8-K, Received: 06/09/2016 06:10:00)

WALTER INVESTMENT MANAGEMENT CORP.

Date: June 8, 2016

/s/ Jonathan F. Pedersen

Jonathan F. Pedersen, Chief Legal Officer,

General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 8, 2016

Walter Investment Management Corp.

(Exact name of registrant as specified in its charter)


Maryland	001-13417	13-3950486
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3000 Bayport Drive, Suite 1100 Tampa, FL		33607
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (813) 421-7600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Chief Executive Officer and Director

On June 8, 2016, Denmar J. Dixon resigned as Chief Executive Officer and President of Walter Investment Management Corp., a Maryland corporation (the “Company”), and as a director and Vice Chairman of the Board of Directors (the “Board”) of the Company, in each case effective as of June 30, 2016.

In connection with his resignation, the Company entered into a Separation Agreement and General Release of Claims with Mr. Dixon dated June 8, 2016 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company has agreed to pay Mr. Dixon, subject to certain conditions (including Mr. Dixon’s release of any claims against the Company and agreement to provide transition services to the Company for the period of time between the date of the Separation Agreement and June 30, 2016, Mr. Dixon’s last day of employment with the Company, and his execution and delivery of a supplemental release applicable to the period between the effective date of the Separation Agreement and June 30, 2016): (i) a prorated annual bonus for 2016 based on actual performance achieved under the terms of the bonus plan, prorated for the number of days Mr. Dixon was employed by the Company during 2016; (ii) continued base salary for a period of eighteen (18) months; and (iii) continued payment of the annual bonus amounts (based on actual performance under the bonus plan, and at least equal to Mr. Dixon’s 2016 target bonus of $1,200,000) that Mr. Dixon would have received had he remained employed for a period of eighteen (18) months after termination (without duplication with the prorated annual bonus described in clause (i)). The Company has also agreed to pay Mr. Dixon each month an amount equal to the premiums for him to continue his and his dependents’ health and dental coverage under the plans sponsored by the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA), until the earlier of the 18-month anniversary of his termination date or until he is eligible to receive comparable benefits from subsequent employment or government assistance. In lieu of the 2016 long-term incentive opportunity and certain rights to cash out equity awards described in Mr. Dixon’s employment agreement, subject to the release of claims and supplemental release described above, Mr. Dixon will receive: (i) a cash payment of $2,250,000 within 45 days following the date of the Separation Agreement; and (ii) 125,000 restricted stock units (“RSUs”) issued under the Company’s 2011 Omnibus Incentive Plan, as amended and restated, which RSUs will vest on June 30, 2016 and be settled in the form of shares of Company common stock as soon as practicable following June 30, 2016. With respect to Mr. Dixon’s awards of RSUs, performance shares and options, all such awards will remain outstanding and continue to vest as though Mr. Dixon remained employed by the Company through each applicable vesting date, but will otherwise remain subject in all respects to the terms of the relevant plan. In recognition of the transition services to be provided by Mr. Dixon, Mr. Dixon will receive a cash payment of $200,000 on March 15, 2017. The Separation Agreement is revocable by Mr. Dixon during the seven-day period from the effective date of such agreement.

The foregoing summary of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Separation Agreement which is filed as Exhibit 10.1 hereto and is hereby incorporated herein by reference.

Election of Interim Chief Executive Officer and President, and New Executive Chairman of the Board

On June 8, 2016, the Board elected George M. Awad as the interim Chief Executive Officer and President of the Company, effective as of June 30, 2016. Mr. Awad has agreed to serve in this capacity until the earlier of (i) the Board’s election of a new, permanent Chief Executive Officer and President of the Company, and (ii) September 30, 2016 (the “Transition Period”).

Mr. Awad, age 56, created and is the principal of Gibraltar Capital Corporation, a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global

businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital (1988-2006) and Citigroup, Inc. (2006-2011), with focus on domestic and global markets. Most recently, Mr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA. Mr. Awad has served as a director of TransUnion Corporation since 2013 and is a member of its Audit and Compliance Committees. Mr. Awad received his MBA in Finance from the University of Pittsburgh in Pennsylvania and holds a B.S. in Civil Engineering from the American University of Beirut.

On June 8, 2016, Mr. Awad was also elected as a director to fill the vacancy to be created by Mr. Dixon’s resignation from the Board, and as the new Executive Chairman of the Board, in each case effective as of June 30, 2016. Daniel G. Beltzman, the current Chairman of the Board, will step down as Chairman of the Board, effective as of June 30, 2016, but will remain a director.

As discussed in greater detail in Proposal No. 4 in the proxy statement for the Company’s 2016 annual meeting of stockholders, the Board has approved an amendment to the Company’s charter to provide for the declassification of the Board and to provide for the annual election of all directors beginning at the 2017 annual meeting of stockholders. If this charter amendment is not approved by the Company’s stockholders and the Board is not declassified, then Mr. Awad will serve as a Class I director with a term expiring at the 2019 annual stockholders meeting.

In connection with his appointment as interim Chief Executive Officer and President of the Company, a director and Executive Chairman of the Board, the Company entered into a Letter Agreement with Mr. Awad dated June 8, 2016 (the “Letter Agreement”). Pursuant to the Letter Agreement, as of June 30, 2016, Mr. Awad will serve as Executive Chairman of, and a director on, the Board, and as interim Chief Executive Officer and President of the Company during the Transition Period. During the Transition Period, Mr. Awad will have the normal duties, responsibilities and authority attendant to the positions of Chief Executive Officer and President of the Company, subject to the Board’s power to modify such duties, responsibilities and authority from time to time.

Pursuant to the Letter Agreement, Mr. Awad will be eligible to receive an award of 500,000 restricted stock units on or about June 30, 2016. The agreement governing such award will provide, among other things, that the restricted stock units will vest (i) ratably in annual installments over three years on September 30 of each of 2016, 2017 and 2018, (ii) upon a change in control and (iii) if Mr. Awad is not nominated for re-election as a director. During the Transition Period, Mr. Awad will be eligible for compensation provided to non-employee directors under the Company’s non-employee director compensation policy. Mr. Awad is also entitled to the same insurance, indemnification, compensation and expense reimbursement arrangements as apply to other non-employee directors of the Company.

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Letter Agreement which is filed as Exhibit 10.2 hereto and is hereby incorporated herein by reference.

Mr. Awad was elected as a director and Executive Chairman of the Board and interim Chief Executive Officer and President of the Company in connection with the Board’s search and succession planning process. The Board believes Mr. Awad has the qualifications, experience, attributes and skills appropriate for service as Executive Chairman of the Board and interim Chief Executive Officer and President of the Company, in light of the Company’s business and structure and Mr. Awad’s prior experience in the consumer finance space. Mr. Awad has demonstrated a record of business and professional accomplishments that indicates he has the ability to critically review, evaluate and access information provided to him, and to execute. The Board believes the election of Mr. Awad as Executive Chairman of the Board and interim Chief Executive Officer and President of the Company underscores the Company’s commitment to the mortgage servicing and originations business and that the Company will benefit from Mr. Awad’s expertise and new ideas once he takes office. The Board believes Mr.

Awad is a talented consumer finance leader with a proven track record for execution, and that he has the experience and skill-set needed to lead the Company’s efforts in re-engineering processes designed to reduce costs and improve revenue opportunities, which the Company believes will strengthen its financial position and increase shareholder value.

There are no family relationships between Mr. Awad and any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company or its subsidiaries. Mr. Awad does not have a direct or indirect material interest in any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Additional information about the management changes described above is included in the Company’s press release issued on June 8, 2016, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Separation Agreement and General Release of Claims, dated as of June 8, 2016, by and between Walter Investment Management Corp. and Denmar J. Dixon.

10.2		Letter Agreement, dated as of June 8, 2016, by and between Walter Investment Management Corp. and George M. Awad.

99.1		Press release dated June 8, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

10.1		Separation Agreement and General Release of Claims, dated as of June 8, 2016, by and between Walter Investment Management Corp. and Denmar J. Dixon.

10.2		Letter Agreement, dated as of June 8, 2016, by and between Walter Investment Management Corp. and George M. Awad.

99.1		Press release dated June 8, 2016.

Exhibit 10.1

SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS

This Separation Agreement and General Release of Claims (“Release”) is entered into by and between Walter Investment Management Corp., a Maryland corporation (the “Company”), and its subsidiaries, predecessors, successors, assigns, affiliates, insurers and related entities (hereinafter collectively referred to as “Employer”) and Denmar J. Dixon (hereinafter “Employee”). In consideration for the mutual promises set forth below, Employer and Employee agree as follows:

1.	This Release supersedes the release set forth as Appendix 2 to the letter agreement dated April 4, 2016 between the Employee and Employer (the “Employment Contract”).

Employee has resigned as Chief Executive Officer and President of Employer. The effective date of this resignation is June 30, 2016 (the “Effective Date”). Between the date of this Release and the Effective Date, Employee shall follow the reasonable instructions of the Board of Directors and will focus on matters that facilitate the transition to a new or interim Chief Executive Officer (the “Transition Services”). For the avoidance of doubt, these Transition Services are to be provided in addition to Employee’s obligation to perform the transition services described in Section 6(g) of the Employment Contract. The Parties have agreed that such resignation shall be treated for all purposes of the Employment Contract as an Involuntary Termination other than for Cause, Disability or death (as such terms are defined in the Employment Contract). Pursuant to the terms of the Employment Contract, Employee must execute this Release in order to receive the severance set forth in the Employment Contract, which shall be paid pursuant to the terms of the Employment Contract, so long as Employee is not in material breach of his post-employment obligations under the Employment Contract.

In consideration for the promises and covenants set forth in the Employment Contract and this Release, including, specifically but without limitation, the general release set forth in paragraph 4 below, Employee will be paid the amounts described in Section 6(d) in section 6 of the Employment Contract. Payments to Employee will be made at such times as are set forth in the Employment Contract.

Employee agrees, on behalf of himself, and his heirs, successors in interest and assigns that, except as specifically provided herein, Employee will not file, or cause to be filed, any charges, lawsuits, or other actions of any kind in any forum against Employer and/or its officers, directors, employees, agents, successors and assigns and does hereby further release and discharge Employer and its officers, directors, employees, agents, successors and assigns from any and all claims, causes of action, rights, demands, and obligations of whatever nature kind or character arising on or before the date of this Release which Employee may have, known or unknown, against them (including those seeking equitable relief) alleging, without limitation, breach of contract or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1966, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act of 1938, as amended, the Age Discrimination in Employment Act of 1967, as amended, (the “ADEA”) (except to the extent claims under the ADEA arise after the date on which this Release is signed by Employee), the Americans with Disability Act, the Civil Rights Act of 1991, or any State, Federal, or local law concerning age, race, religion, national origin, handicap, or any other form of discrimination or retaliation, or any other State, Federal, or common law or regulation relating in any way to, Employee’s employment with Employer or Employee’s separation from Employer or his service as a director, except claims arising in connection with rights and obligations under this Release or as specifically provided in paragraph 5 or 7 below. Employee further agrees to waive and release any claim for damages occurring at any time after the date of this Release because of any alleged continuing effect of any alleged acts or omissions involving Employee and/or Employer which occurred on or before the date of this Release. Additionally, Employee shall execute and deliver to Employer on the Effective Date or within 2 days following the Effective Date, a release covering the period between the date of this Release Date and the Effective Date, substantially in the form attached to this Release as Appendix 1 (the “Second Release”).

Notwithstanding anything contained in this Release to the contrary, the general release set forth in paragraph 4 shall not apply to any claims under any equity, option or other Employer incentive plan or award, which shall be governed by the terms and conditions of such plan(s) or award (and which plan(s) or award shall not be inconsistent with the applicable terms in the Employment Contract) and the applicable

terms in this Release; shall not affect any rights or obligations that Employee or Employer may have pursuant to the Indemnification Agreement entered into between Employee and Employer as of April 17, 2009, and shall not affect any rights Employee has under this Release. Nothing in this Release shall be construed to prohibit Employee from (1) filing a charge or complaint with the United States Equal Employment Opportunity Commission (“EEOC”) or other fair employment practices agency; (2) communicating directly with the United States Securities and Exchange Commission (“SEC”) or any member of its staff, about any possible violation of federal securities law; (3) making any disclosure protected under the whistleblower provisions of federal laws or regulations; or (4) participating in any investigation or proceeding conducted by the EEOC or the SEC or any such agency. Employee does not need Employer’s approval (or the approval of any officer, employee, or agent of Employer, including its Legal Department) prior to communicating directly with the EEOC or the SEC or their staff. However, if Employee files a charge with the EEOC or similar agency, or if one is filed on Employee’s behalf, Employee forever waives and relinquishes any rights to recover damages resulting from any such charge.

6.	Neither this Release nor the Second Release shall in any way be construed as an admission by Employer or Employee that they have acted wrongfully with respect to each other or that one party has any rights whatsoever against the other or the other released parties.

7.	Employee and Employer specifically acknowledge the following:

Employee does not release or waive any right or claim which Employee may have which arises after the date of this Release.

In exchange for this general release, Employee acknowledges that Employee has received separate consideration beyond that which Employee is otherwise entitled to under Employer’s policy or applicable law.

Employee is releasing, among other rights, all claims and rights under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers’ Benefit Protection Act (“OWBPA”), 29 U.S.C. §621, et seq.

Employee has twenty-one (21) days to consider this Release.

Employee has seven (7) days to revoke this Release after acceptance. However, no consideration will be paid until after the period to revoke the Second Release has expired and Employee has not revoked this Release or the Second Release. Additionally, for the revocation to be effective, Employee must give written notice of Employee’s revocation to Employer’s General Counsel. If Employee revokes this Release or the Second Release, Employer will be required to pay/provide Employee only such monies and benefits as are required by law.

Employee has resigned as an officer and director of Employer or any of its affiliates or subsidiaries, effective June 30, 2016.

Should Employee breach any provision of this Release or the Second Release, or if Employee does not deliver or he revokes either of those releases, Employer’s obligation to continue to pay the consideration set forth herein shall cease and Employer shall have no further obligation to Employee hereunder. Should Employee breach any provision of this Release or the Second Release, all other terms and conditions of this Release or the Second Release, including, but not limited to, the general release in paragraph 5 shall remain in full force and effect. Should Employer breach any provision of this Release or the Second Release, the Employee’s obligations hereunder shall cease and Employee shall have no further obligations pursuant to this Release.

9.	Employer and Employee agree that in the event it becomes necessary to enforce any provision of this Release, the prevailing party in such action shall be entitled to recover all their costs and attorneys’ fees, including those associated with appeals.

10.	This Release shall be binding upon Employer, Employee and upon Employee’s heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Employer and the other released parties and their successors and assigns.

11.

Employee and Employer acknowledge that this Release and the Employment Contract shall be considered as one document and that, except as set forth herein and therein, including without limitation the provisions of paragraphs 5 and 7 of this Release, any and all prior understandings and agreements between the parties to this Release with respect to the subject matter of this Release and/or the Employment Contract are merged into the Employment Contract and this Release, which fully and completely expresses the entire understanding of the parties with respect to the subject matter hereof and thereof.

12.	Should any provision of this Release be declared or be determined by any Court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this Release.

13.	This Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

14.	The Employee and Employer agree that, upon the execution of this Release, Employer shall issue a press release that is reasonably acceptable to Employee and file such press release with the Securities and Exchange Commission.

15.

In lieu of the 2016 long-term incentive opportunity described in Section 2(c)(iv) and 6(h) of the Employment Contract, Employee shall receive: (a) a single lump sum cash payment of $2,250,000 within 45 days following the date of this Release (subject to Section 8, above); and (b) 125,000 restricted stock units (“RSUs”) issued under the Company’s 2011 Omnibus Incentive Plan, as amended and restated (the “Plan”), which RSUs shall vest on the Effective Date and be settled in the form of shares of Company common stock as soon as practicable following the Effective Date. This Release shall be deemed to constitute an “Award Agreement” as defined in the Plan.

16.	In recognition of the transition services to be provided by Employee under this Release and the Employment Contract, Employer shall pay Employee a single lump sum cash payment of $200,000 on March 15, 2017.

17.

For the avoidance of doubt, prior to the execution of this Release, Employee has been awarded RSUs performance shares (“PSUs”), stock options (“Options”) and other equity or equity-based awards (collectively referred to as the “Equity Awards”). Notwithstanding Employee’s resignation or anything to the contrary in the plan or agreements governing the Equity Awards, the following provisions will apply: (a) the outstanding RSUs and any other equity or equity-based award whose vesting is solely contingent upon Employee’s continued service shall vest at such time(s) as contemplated in the original grant without acceleration of settlement date and as if, solely for this purpose, Employee remained an employee of the Employer through the applicable vesting date, (b) with respect to PSUs or any other equity or equity-based performance award, Employee will be eligible to receive and be paid the full amount of shares earned based on performance (as if, solely for this purpose, Employee remained an employee of the Employer through the applicable date on which the payout amount is determined) and the PSUs or other equity or equity-based performance award shall be settled and paid to Employee on the applicable date pursuant to the payout schedules set forth in the applicable agreements governing the applicable awards, (c) each outstanding Option (to the extent not already vested) shall continue to vest (as if, solely for this purpose, Employee remained an employee of the Employer through the applicable vesting date) and Employee shall be able to exercise such Options until the expiration date of the Option to exercise such Option (or, if required by Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (“Code Section 409A”), the latest date permitted pursuant to Code Section 409A and Treasury Regulation 1.409A-1(b)(5)(v), with no shortening of the exercise period resulting from his resignation, and (d) all Equity Awards shall otherwise remain subject in all respects to the terms of the relevant plan, including without limitation, expiration periods for the exercise of Options.

18.

The parties intend that payments and benefits under this Release comply with the requirements of Code Section 409A, to the extent applicable, and, accordingly, to the maximum extent permitted, this Release shall be interpreted to be in compliance therewith. In the event that any provision of this Release is determined by Employee or Employer to not comply with Code Section 409A, Employer shall fully cooperate with Employee to reform the Agreement to correct such noncompliance to the extent permitted under any guidance, procedure, or other method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest, or penalties that would otherwise be incurred by you on account of such non-compliance. In addition, notwithstanding anything contained in this Release to the contrary, each and every payment made under this Release or the Employment Contract shall be treated as a separate payment under Section 409A and not as a series of payments.

IN WITNESS WHEREOF, the undersigned have executed this Separation Agreement and General Release of Claims on the date set forth under their respective signatures.


	WALTER INVESTMENT MANAGEMENT CORP.

/s/ Denmar J. Dixon	By:	/s/ Jonathan F. Pedersen
Denmar J. Dixon	Its:	Chief Legal Officer, General Counsel and Secretary
Date: June 8, 2016	Date:	June 8, 2016

Appendix 1

SUPPLEMENTAL SEPARATION AGREEMENT

AND GENERAL RELEASE OF CLAIMS

This Supplemental Separation Agreement and General Release of Claims (the “Second Release”) is entered into by and between Walter Investment Management, Inc., a Maryland corporation (the “Company”), and its subsidiaries, predecessors, successors, assigns, affiliates, insurers and related entities (hereinafter collectively referred to as “Employer”) and Denmar J. Dixon (hereinafter “Employee”).

The Separation Agreement and General Release of Claims, dated June [ ], 2016, by and between Employer and Employee (the “Release”) provides that Company’s obligation to pay certain severance benefits to Employee is conditioned on Employee signing, delivering, and not revoking this Second Release.

In consideration for the mutual promises set forth below, Employer and Employee agrees as follows:

1. In exchange for the benefits given by Employer to Employee under the Release, Employee agrees, on behalf of himself, and his heirs, successors in interest and assigns that, except as specifically provided herein, Employee hereby freely, finally, fully and forever releases and discharges Employer and its officers, directors, employees, agents, successors and assigns from any and all claims, causes of action, rights, demands and obligations of whatever nature, kind or character arising during the period between the Effective Date (as defined in the Release) and the date of this Second Release which Employee may have, known or unknown, against them (including those seeking equitable relief) alleging, without limitation, breach of contract or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended, Section 1981 of the Civil Rights Act of 1966, as amended, the Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Fair Labor Standards Act of 1938, as amended, the Age Discrimination in Employment Act of 1967, as amended, (the “ADEA”) (except to the extent claims under the ADEA arise after the date on which this Second Release is signed by Employee), the Americans with Disability Act, the Civil Rights Act of 1991, or any State, Federal, or local law concerning age, race, religion, national origin, handicap, or any other form of discrimination or retaliation, or any other State, Federal, or common law or regulation relating in any way to, Employee’s employment with Employer or Employee’s separation from Employer or his service as a director, except claims arising in connection with rights and obligations under this Second Release or as specifically provided in paragraph 2 below. Employee further agrees to waive and release any claim for damages occurring during the period between the Effective Date of the Release and the date of this Second Release because of any alleged continuing effect of any alleged acts or omissions involving Employee and/or Employer which during the period between the Effective Date of the Release and the date of this Second Release.

2. Notwithstanding anything contained in this Second Release to the contrary, the general release set forth in paragraph 1 shall not apply to any claims under any equity, option or other Employer incentive plan or award, which shall be governed by the terms and conditions of such plan(s) or award (and which plan(s) or award shall not be inconsistent with the applicable terms in the Employment Contract) and the applicable terms in the Release; shall not affect any rights and obligations that Employee or Employer may have pursuant to the Indemnification Agreement entered into between Employee and Employer as of April 17, 2009; and shall not affect any rights Employee has under the Release.

3. Nothing in this Second Release shall be construed to prohibit Employee from (1) filing a charge or complaint with the United States Equal Employment Opportunity Commission (“EEOC”) or other fair employment practices agency; (2) communicating directly with the United States Securities and Exchange Commission (“SEC”) or any member of its staff, about any possible violation of federal securities law; (3) making any disclosure protected under the whistleblower provisions of federal laws or regulations; or (4) participating in any investigation or proceeding conducted by the EEOC or the SEC or any such agency. Employee does not need Employer’s approval (or the approval of any officer, employee, or agent of Employer, including its Legal Department) prior to communicating directly with the EEOC or the SEC or their staff. However, if Employee files a charge with the EEOC or similar agency, or if one is filed on Employee’s behalf, Employee forever waives and relinquishes any rights to recover damages resulting from any such charge.

4.	Employee and Employer specifically acknowledge the following:

a. Employee has twenty-one days to consider this Second Release.

b. Employee has seven days to revoke this Second Release after acceptance. However, no consideration will be paid until after the revocation of the acceptance period has expired. Additionally, for the revocation to be effective, Employee must give written notice of Employee’s revocation to Employer’s General Counsel.

c. Employee is releasing, among other rights, all claims and rights under the Age Discrimination in Employment Act (“ADEA”) and the Older Workers’ Benefit Protection Act (“OWBPA”), 29 U.S.C. §621, et seq.

d. This Second Release cannot be signed by Employee sooner than the close of business on the Effective Date.

IN WITNESS WHEREOF, the undersigned have executed this Supplemental Separation Agreement and General Release of Claims on the date set forth under their respective signatures.


						WALTER INVESTMENT MANAGEMENT CORP.

						By:
						Its:
						Date:

Exhibit 10.2

LOGO

June 8, 2016

George M. Awad

1379 Smith Ridge Road

New Canaan, CT 06840

Dear George:

As we have discussed, I am delighted to invite you to join the board of directors of Walter Investment Management Corp. (the “ Company ”) as a director and Executive Chairman, and to serve as interim Chief Executive Officer and President of the Company (“ Interim CEO ”), in each case effective as of June 30, 2016 (the “ Effective Date ”). I believe the Company would greatly benefit from your valuable insights and leadership. You will be compensated as set forth below in connection with your service as a member of our board of directors and as Interim CEO.

Effective as of the Effective Date we will appoint you to serve as a director on the Company’s board of directors with a term expiring at the 2017 annual meeting of stockholders (assuming the currently pending proposal to declassify the board of directors of the Company is approved by Company stockholders at the Company’s upcoming annual meeting of stockholders; if such proposal is not approved your term will expire as determined by the board). Also as of the Effective Date, you will be designated Executive Chairman of the board of directors of the Company.

In addition, as of the Effective Date, we will appoint you to serve as Interim CEO during the period from the Effective Date through the earlier of (i) the appointment of a new, permanent Chief Executive Officer and President of the Company and (ii) September 30, 2016 (such period, the “ Transition Period ”). During the Transition Period, you will have the normal duties, responsibilities and authority attendant to the positions of Chief Executive Officer and President of the Company, subject to the power of the board of the Company to expand or limit such duties, responsibilities and authority from time to time.

In connection with your assumption of responsibilities as Interim CEO, you will be eligible to receive an award of 500,000 restricted stock units on or about the Effective Date. The agreement governing the award of the restricted stock units will provide that the restricted stock units will vest (i) ratably in annual installments over three years, with the first scheduled vesting date to be September 30, 2016, the second scheduled vesting date to be September 30, 2017, and the final scheduled vesting date to be September 30, 2018, (ii) upon a change of control and (iii) if you are not nominated for re-election as a director. During the Transition Period, you will also be eligible for compensation provided to non-employee directors under the company’s non-employee director compensation policy.

Following the effectiveness of your appointment as a director of the Company, you would be subject to the same governance, confidentiality and other policies, and be entitled to the same insurance, indemnification, compensation and expense reimbursement arrangements, as apply to other non-employee directors of the Company. In addition, you would be expected to preserve the confidentiality of company information, including discussions and matters considered in board and committee meetings, to the extent not disclosed publicly by the Company. Our invitation to join the board and to serve as Interim CEO is contingent upon the satisfactory completion of our standard new employee background check process.

On behalf of our board, I would like to welcome you to the Company and to emphasize how much we look forward to you joining as a director, Executive Chairman and Interim CEO.

Very truly yours,

/s/ Daniel G. Beltzman

Daniel G. Beltzman

Chairman of the Board of Directors

GEORGE M. AWAD

/s/ GEORGE M. AWAD

Exhibit 99.1

LOGO

Press Release

Investor and Media Contact : Whitney Finch

Vice President of Corporate Communications

813.421.7694

wfinch@walterinvestment.com

FOR IMMEDIATE RELEASE

June 8, 2016

Walter Investment Management Corp. names former senior General Electric and Citigroup Executive, George M. Awad, Executive Chairman and Interim CEO

Effective June 30, Denmar J. Dixon will resign as CEO and director and assume an advisory role;

Daniel G. Beltzman will relinquish chairman role and remain a director

(Tampa, Fla.) - Walter Investment Management Corp. (NYSE: WAC) (“Walter” or the “Company”) today announced its board of directors has appointed George M. Awad, a veteran consumer finance executive who has held senior roles at General Electric and Citigroup, as executive chairman and interim CEO of the Company, effective June 30, 2016. Denmar J. Dixon will resign as CEO and Vice Chairman and will continue to help the Company in an advisory role. Daniel G. Beltzman will step down as chairman but remain on the board of directors.

“As we continue with our transformation of the Company, we believe Walter will benefit greatly from George’s leadership” said Beltzman. “We are fortunate to have an executive of George’s caliber and experience join the team to guide Walter through the next stages of its transformation. George is a talented consumer finance leader with a proven track record for execution. He has the experience and skill-set needed to lead our efforts in re-engineering processes designed to reduce costs and improve revenue opportunities which we believe will strengthen our financial position and increase shareholder value. George is a values-driven leader and, having spent the majority of his career in consumer focused businesses understands that people – employees and customers - are central to success.”

Awad, a principal at the wealth management firm Gibraltar Capital, is a veteran consumer finance executive with more than two decades of experience at General Electric and Citigroup. Awad held multiple leadership positions in Citibank including CEO of Global Consumer Bank in Europe Middle East and Africa. His other roles at Citi included CEO of North America Cards and CEO of Consumer Finance for Citi Holdings, where he oversaw a successful turnaround.

Before joining Citi, Awad spent 18 years at GE, where he helped lead GE Money to significant organic earnings growth. There, he managed an expansion effort that led to the addition of more than 2,000 branches and the introduction of numerous valuable new products. His previous positions at General Electric included general management, business development and sales roles throughout the U.S., Asia and the UK.

Said Awad, “I see a tremendous opportunity at Walter. This company has a strong operating platform and a team of mission-driven people who want to make a difference in the lives of millions of Americans who haven’t been served well by traditional banks. The road ahead will have challenges, but I believe if we accept these challenges and hold ourselves accountable for our performance, we can build a world-class, customer-focused company that ensures repeat business for recurring mortgage needs.”

Dixon has served on Walter’s board of directors since 2009 and joined the management team in 2010. He assumed the CEO post in October 2015. “We thank Denmar for his hard work, dedication and years of service,” said Beltzman. “Denmar’s leadership was instrumental in Walter’s significant growth, positioning in the market and in assembling the quality companies that comprise the platform today. Denmar is a true believer in the value and prospects for the Company and he has helped us set the stage for our transformation. ”

“I believe change can be a powerful catalyst for accomplishment. While this was a difficult decision to make personally, I believe it was the right one for both Walter and for me at this time. I look forward to working with George and the team to achieve a seamless transition and assist the company in achieving its true value and potential,” said Dixon.

The board has retained an outside firm to assist with the permanent CEO search.

About George M. Awad

George M. Awad founded and is the principal of Gibraltar Capital Corporation, a wealth management and advisory firm providing investment and business advice to wealthy, internationally-based families. He is a highly accomplished executive with exceptional operating experience in running large, global businesses across the full suite of consumer financial services products, including senior leadership roles with GE Capital (1988-2006) and Citigroup, Inc. (2006-2011), with focus on domestic and global markets. Most recently, Mr. Awad served as CEO, Consumer Finance for Citigroup, with prior positions as CEO, North America Cards and CEO, Global Consumer Group EMEA. He has served as a director of TransUnion since November 2013. Mr. Awad received his MBA in Finance from the University of Pittsburgh in Pennsylvania and holds a B.S. in Civil Engineering from the American University of Beirut.

About Walter Investment Management Corp.

Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on the servicing and origination of residential loans, including reverse loans. Based in Tampa, Fla., the Company has approximately 5,700 employees and services a diverse loan portfolio. For more information about Walter Investment Management Corp., please visit the Company’s website at www.walterinvestment.com . The information on our website is not a part of this release.

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