employee agreement branch manager branch...

EMPLOYEE AGREEMENT BRANCH MANAGER

AFN-F-Adm_BrMgrAgreement | Rev. 05/22/2019 of 21

BRANCH NAME: ___Producing/___Non-Producing Branch Manager:

This Branch Manager Employment Agreement (“Agreement”) is entered into on _________________________, 2019 (“Start Date”), by and between American Financial Network, Inc. (“AFN”), a California Corporation whose principle address is 10 Pointe Drive, Suite 330, Brea, California 92821 (“Employer” or “Lender” or the “Company”), and_______________________________________, an individual with a mailing address of (“Employee” or “Branch Manager”) (collectively, the “Parties”). WHEREAS, the Parties desire that Employee operate a Branch office for AFN (at the location set forth in Section 2 of this Agreement); and WHEREAS, the Employee, if a Producing Branch Manager, is registered according to the Nationwide Mortgage Licensing System & Registry (“NMLS”), with NMLS Unique Identifier ____________ (Employee NMLS #); and WHEREAS, the Employee shall operate the AFN Branch office under applicable state, regulatory, and/or agency authority; and WHEREAS, the Parties agree that this Agreement supersedes any and all other oral or written agreements between the Parties; and WHEREAS, the Parties agree that this Agreement contains all the covenants and agreements between the Parties in any manner whatsoever; NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the consideration for which receipt and sufficiency are hereby acknowledged, the Parties agree as follows:

SECTION 1

TERMS OF EMPLOYMENT

1.1 AT-WILL EMPLOYMENT. EMPLOYEE ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS FOR EMPLOYMENT AT WILL. AFN OR EMPLOYEE MAY TERMINATE THIS AGREEMENT AT ANY TIME, WITHOUT ANY ADVANCE NOTICE, FOR ANY REASON, INCLUDING NO REASON AT ALL, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN OR ARISING FROM ANY STATEMENTS, POLICIES, OR PRACTICES OF AFN RELATING TO EMPLOYMENT, DISCIPLINE, OR TERMINATION OF ITS EMPLOYEES. THERE IS NO GUARANTEE OF CONTINUED EMPLOYMENT. THERE ARE NO EXPRESS OR IMPLIED AGREEMENTS CONTRARY TO THE FOREGOING, AND NO ONE, OTHER THAN AFN EXECUTIVES, HAS ANY AUTHORITY TO ENTER INTO TERM EMPLOYMENT CONTRACTs, ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR TO MAKE ANY AGREEMENT THAT IS CONTRARY TO THE FOREGOING. ANY SUCH AGREEMENT BY AFN EXECUTIVES MUST BE IN WRITING AND FULLY EXECUTED BY BOTH EMPLOYEE AND ONE OF THE EXECUTIVES.



a. Termination upon Death or Disability. If Employee becomes Disabled (as defined below) or dies while employed hereunder, Employee’s employment and rights to compensation shall automatically terminate (without notice) at the close of business on the date on which death or disability occurs. For purposes of this Agreement, Employee shall be considered “Disabled” if, in the sole opinion of AFN as determined in good faith, Employee is unable, after reasonable accommodation by the Company, to properly perform the essential duties of a Branch Manager due to a mental or physical illness, or other incapacity, which substantially limits a major life activity, for a period of 90 days or more, or a total of four (4) months in the aggregate within any one (1) year period. AFN shall pay Employee any compensation earned by Employee as of the date of such termination subject to normal payroll deductions and practices of AFN or as otherwise required under applicable law.

b. Termination for Cause. As described in Section 1.1, AFN may terminate this Agreement immediately, at any time, with or without Cause. For purposes of this Agreement, "Cause" shall be deemed to include:

i. Any willful breach or habitual neglect by Employee of the duties that he or she is required to perform under the terms of this Agreement; or

ii. Commission by Employee of any material act of dishonesty, fraud, misrepresentation, or other act of moral turpitude; or

iii. Employee’s gross carelessness or misconduct; or iv. Failure of Employee to obey the lawful direction of the Executives in

such a way that as a direct, substantial, and adverse effect on AFN's reputation; or

v. Any attempt by Employee to secure any improper personal profit or other benefit in connection with the business of AFN; or

vi. Employee’s violation of any fiduciary duty or duty of loyalty owed to AFN; or

vii. Employee’s violation of any material term of any other agreement between AFN and Employee; or

viii. Employee’s conviction of guilty or no contest plea to, or confession of guilt to, a felony.

c. Performance after Termination. Upon termination by either party, whether with or without cause, the Parties agree to cooperate and work together for a maximum of 60 days, unless otherwise agreed upon in writing, to close and fund any applications and loans Employee originated during the performance of this Agreement, if applicable.

1.2 RIGHT TO INSPECTION. Subject to state and federal law, Employee agrees, as a condition of Employment, to grant AFN the right to inspect and verify statements made by Employee, whether provided in his or her employment application or interview, and any other relevant information pertaining to Employee’s personal or professional qualifications, including, but not limited to, Employee’s personal and professional history.

1.3 BACKGROUND CHECK. Employee acknowledges that employment is subject to a



successful background and reference check at the sole discretion of AFN.

SECTION 2

DUTIES OF EMPLOYEE

2.1 BRANCH ADDRESS. Employee is hereby employed as a Branch Manager for AFN

at the following address:

2.2 GENERAL DUTIES. Employee’s primary duties, whether as a producing or non-producing Branch Manager shall consist of: (1) managing Loan Originators who actively solicit, originate, negotiate, secure, process, and administer the closing of residential mortgage loans, (2) performing any other duties as directed by AFN, including but not limited to those contained in this Agreement, or in the manuals, guides, memoranda, emails and other materials that set forth AFN policies and procedures and/or (3) recruiting, training, and supervising all Branch employees (collectively, the "Duties"). Employee shall report directly to:

2.3 POLICIES AND PROCEDURES. Employee agrees to perform such Duties as requested by AFN in compliance, at all times, with AFN’s rules, regulations, policies, and procedures (the "AFN Policies"). Unless otherwise specified, AFN Policies are effective as of the date they are issued and shall be subject to change at any time at AFN’s sole discretion.

2.4 FULL-TIME EMPLOYMENT. Employee acknowledges that he or she is being hired as a full-time employee. Employee agrees to devote substantially all of his or her business time, energy, and attention in the performance of his or her Duties to AFN during the term of this Agreement.

2.5 DUTY OF LOYALTY. Employee shall assist and work only for AFN and no other employer lender, broker, or other entity, and shall not engage in any way in any mortgage lending or brokering, loan processing or underwriting services, loan modification services, real estate sales or acquisition, closing, settlement or title-related services, credit repair, credit counseling, borrower assistance or other business or service of the same or similar nature without the prior written consent of AFN. Employee shall not originate, place, or negotiate any loans, whether directly or indirectly, with any other financial sources during the term of this Agreement without the prior written consent of AFN. Employee may not own an interest in any entity engaging in any such activities, without the prior written consent of AFN.

2.6 REGULATORY COMPLIANCE. Employee is familiar and shall comply, and ensure all Branch personnel are familiar and comply, with AFN Policies, and all applicable federal, state and local laws, ordinances, rules, regulations, guidelines and other requirements pertaining to the mortgage banking industry, to the business of AFN, and to the origination, processing, underwriting, closing, or funding of mortgages, or other activities of AFN, including but not limited to the Equal Credit Opportunity Act, Gramm-Leach-Bliley Act, Truth in Lending Act, Real Estate Settlement Procedures



Act, USA PATRIOT Act, Home Mortgage Disclosure Act, Federal Trade Commission Act, Telemarketing and Consumer Fraud and Abuse Prevention Act, Fair Credit Reporting Act, Fair Housing Act, Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (the “SAFE” Act”), Dodd-Frank Wall Street Reform and Consumer Protection Act and all related regulations to the foregoing Acts, and all similar federal, state, and local laws, rules, regulations and requirements, federal and state telemarketing and do-not-call laws, rules and regulations, and all applicable guidelines and requirements of the Consumer Financial Protection Bureau (“CFPB”), United States Department of Housing and Urban Development (“HUD”), Department of Veterans Affairs (“VA”), Federal Home Loan Mortgage Corporation (“FHLMC” or Freddie Mac”), Federal National Mortgage Association (“FNMA” or “Fannie Mae”), Government National Mortgage Association (“GNMA” or “Ginnie Mae”), United States Department of Agriculture (“USDA”) and all other applicable agencies, investors, and insurers (collectively, AFN Policies and all such applicable laws, rules, regulations, guidelines, and other requirements are referred herein as the “Applicable Requirements”), in each case as amended from time to time. Employee shall continue to develop and maintain his/her knowledge and understanding of all such Applicable Requirements. Employee represents to AFN that Employee is fully familiar with all such Applicable Requirements and Employee understands and acknowledges that AFN is relying on such representation of Employee in agreeing to employ Employee.

2.7 LOAN ORIGINATOR LICENSE. Employee shall hold and maintain, and take steps to ensure applicable branch personnel hold and maintain the appropriate licenses (i.e. other than those licenses required to be held by AFN) as required by law in the performance of this Agreement, including, but not limited to, a license with the appropriate state and/or federal agency and proper filing of the MU2 with a unique identifier under the Nationwide Mortgage Licensing System & Registry (NMLS). If a producing Branch Manager, Employee acknowledges that he or she MUST be licensed and registered with the NMLS in order to "expect compensation or gain, take a residential mortgage loan application, offer or negotiate terms of a residential mortgage loan application." Employee further acknowledges that certain states may require a license in order to manage employees of those states.

a. LICENSURE REQUIREMENT FOR PRODUCING BRANCH MANAGER. EMPLOYEE RECOGNIZES HIS OR HER RESPONSIBILITY TO BE PROPERLY LICENSED AND ACKNOWLEDGES THAT HE OR SHE CURRENTLY POSSESSES, AND AT ALL RELEVANT TIMES HAS MAINTAINED IN GOOD STANDING, ANY AND ALL LICENSES, REGISTRATIONS, AND AUTHORIZATIONS REQUIRED TO CONDUCT BUSINESS AS A LOAN ORIGINATOR FOR EACH STATE IN WHICH SUCH BUSINESS WILL BE CONDUCTED.

b. REGISTRATION/ANNUAL TRAINING REQUIREMENTS. Employee shall ensure that all Branch personnel, as well as Employee, if applicable, be and remain in compliance with all applicable (i) federal licensing, registration, and training requirements, including without limitation those pursuant to the SAFE Act, (ii) state licensing, registration, and training requirements of each state where Employee engages in loan origination activities, and (iii) the registration and compliance requirements of the NMLS.

c. LICENSE TRANSFER. Upon hire with AFN, Employee will cooperate with



AFN’s licensing department in order to transfer any licenses to AFN.

d. COST OF LICENSING. Employee shall be solely responsible for the cost of all license fees and license audit fees if so required.

2.8 CONSUMER FEES. Employee shall not charge, and ensure branch personnel not charge, any consumer any fees in excess of that permitted under Applicable Requirements.

a. UPFRONT FEES / AFN TRUST ACCOUNT. Employee is responsible for collecting fees from loan applicants for the payment of (i) appraisals, (ii) credit reports, and (ii) any other third-party charges related to the origination and servicing of mortgage loans originated by the Branch. Employee shall abide, and ensure branch personnel abide, by all AFN policies and procedures with respect to upfront fees and third-party charges, including, but not limited to, AFN’s trust account policy, memorandums, emails, bulletins, approved lists, or AFN manuals.

b. RESPA CHARGES: Employee shall not charge any borrower, nor allow branch personnel to charge a borrower, any fees in excess of that permitted by the Real Estate Settlement Procedures Act (RESPA) or any other laws.

2.9 REMITTANCE OF FUNDS. Any monies received by Employee (i) for the benefit of AFN (ii) received in trust for AFN, or (iii) to be held for others, shall be made payable to "American Financial Network, Inc." and delivered immediately to AFN in accordance with AFN Policies. In no event is Employee authorized to open an account on behalf of AFN or deposit any monies received in any manner other than as instructed by AFN.

2.10 LOAN COMMITMENTS. Loan commitments and rate lock-in agreements may only be issued by AFN’s secondary marketing department. Employee must abide, and ensure all branch personnel abide, by AFN Policies and Applicable Requirements with respect to rate locks and pricing.

2.11 APPROVAL OF COMMERCIAL MESSAGES IN ANY MEDIUM. Employee acknowledges and agrees that he or she must obtain, and ensure applicable branch personnel obtain, written approval from a senior AFN officer prior to use of any forms, documents, Company logos, trade names, trademarks, service marks, materials, scripts, advertising copy, or any other advertising material, no matter the format, including, but not limited to any written, oral, video, internet, social media, or electronic transmissions. Employee represents to AFN that he/she is fully familiar with the AFN’s Advertising Policy and the underlying laws and regulations governing residential mortgage advertising. Employee acknowledges and understands that AFN is relying on such representation of Employee in agreeing to employ Employee.

2.12 FICTITIOUS BUSINESS NAMES. AFN, at its discretion, may consider and approve a request to use a fictitious business name at Employee’s Branch Office. If approved, AFN shall own all rights related to any such fictitious business name. Upon termination of this Agreement by either party and for any reason, Employee agrees not to use the AFN name and/or logo, or any fictitious business name associated with Employee’s Branch, unless released to Employee through the prior written consent of AFN senior management, nor any name substantially similar to the AFN name or



any such fictitious business name.

2.13 AFN EMAIL AND/OR TECHNOLOGY. Employee shall not use any AFN email or technology (e.g., AFN Command Center) for any purpose other than the performance of Employee’s duties on behalf of AFN.

2.14 BANK SECRECY ACT / ANTI-MONEY LAUNDERING. AFN has implemented an Anti-Money Laundering Policy (the “AML/BSA Policy”) in accordance with the Bank Secrecy Act and other related policies and underlying laws and regulations. The AML/BSA Policy requirements include, but are not limited to, reasonable efforts to determine a customer’s identity, the performance of adequate due diligence, the maintenance of high ethical standards to avoid suspect transactions, and if necessary, the cooperation with law enforcement agencies, subject to customer confidentiality constraints. AFN Procedures require that its own organization, its Employees, and its third-party vendors all comply with AML/BSA Policy requirements, the Bank Secrecy Act, Anti-Money Laundering regulations, and Suspicious Activity Reporting requirements as they exist and apply specifically to non-bank Residential Mortgage Lenders or Originators (“RMLO”), or as amended from time to time. Employee represents to AFN that Employee is fully familiar with the AML/BS Policy, AFN Procedures, AFN’s initial and annual AML/BSA training requirements, and the underlying laws and regulations. Employee acknowledges and understands that AFN is relying on such representation of Employee in agreeing to employ Employee.

2.15 LAWSUITS, COMPLAINTS, INVESTIGATIONS. Employee shall immediately report to AFN any lawsuits, complaints, investigations, or other similar actions involving Employee’s Branch, Employee’s duties on behalf of AFN, or which could potentially affect Employee’s registration or licensing status or ability to perform his or her job for AFN.

2.16 BUDGET. Parties agree that Branch operating expenses are as set forth in the Operating Budget (the "Budget") attached hereto. Employee agrees that he or she must obtain AFN’s prior written approval prior to incurring any other Branch expenses.

2.17 AUTOMOBILE. In the event Employee chooses to use his or her automobile in connection with such employment:

a. Employee shall at all times possess a current driver’s license and shall provide evidence of licensure to AFN at time of employment and at any time thereafter as requested by AFN.

b. Employee shall maintain liability insurance on such automobile at all times and at Employee’s expense. The liability insurance must be in sufficient amounts and have sufficient coverage to satisfy and comply with the laws of the state in which the Branch is located and in which the automobile is registered. Employee shall provide evidence of liability insurance to AFN upon hire and at any time thereafter as requested by AFN.

c. EMPLOYEE is to add AFN as an additional insured on its insurance policy.

d. EMPLOYEE shall indemnify and hold AFN harmless from any and all claims which may arise from his or her operation of such automobile.



e. Employee shall notify AFN immediately if his or her license or insurance is ever suspended, revoked, or surrendered/cancelled.

2.18 NO AUTHORITY TO BIND. Except as expressly provided herein, it is specifically understood and agreed that Employee will have no express, apparent, or implied authority to act on behalf of, incur any expenses or obligations on behalf of AFN, or to bind AFN with respect to any contract, instrument, form, or agreement, with the exception of mortgage related documents provided by or approved by AFN, including, but not limited to, FNMA Form 1003, HUD Form 92900-A, and VA Form 26-1802a (HUD/VA Addendum to Uniform Residential Loan Application), according to the Loan Officer Agreement. AFN shall request to be held harmless from any and all claims, which may arise from his or her breach by unauthorized use of authority, under breach of contract claims.

2.19 INSURANCE. Employee shall take steps to obtain, and maintain in full force and effect, any insurance (including, but not limited to, office liability insurance) necessary for Employee’ branch office to be in compliance with all city, county, state, and federal laws and regulations. Any insurance policy relating to Employee’s branch must be paid by the corporate office.

2.20 EMPLOYEE LOANS. If the Employee, or any other employee of the Branch, (i) enters into an agreement as a principal involving the purchase, refinance or sale of real property, and (ii) has or will have any interest in real property involving the obtaining or making of a loan on such real property, Employee shall make immediate written disclosure of the fact of such purchase, sale or loan to AFN Executives and prior to any Branch activity in connection with such transaction. All Employee loans must be completed by the corporate office.

2.21 FORWARD COMMITMENTS. Employee agrees not to enter into any forward loan commitments or other agreements with any individual, partnership, limited liability company, joint venture, association, trust or unincorporated organization, investor, company, vendor or supplier.

2.22 FACILITY MAINTENANCE. Employee shall be responsible for the maintenance, cleanliness, and general appearance of the Branch office as a place of business and an office of AFN, meeting AFN Policies and all Applicable Requirements.

a. STAFF AND EQUIPMENT MAINTENANCE. Employee shall assist AFN to equip, staff, and organize the Branch office. The AFN Branch P&L will be charged for all costs incurred in operating the Branch office, as described in Section 3.

2.23 AUTHORITY TO EMPLOY. Employee shall have the authority to employ, on behalf of AFN, staff for the efficient operation of the Branch office, including successful and qualified Mortgage Loan Originators (“Loan Officers”), in accordance with the Operating Budget. Employee shall also have authority to terminate said personnel so long as such termination is carried out in compliance with AFN Policies, applicable and prevailing labor or employment laws and regulations, and is properly and completely documented. Employee must provide AFN’s Human Resources Department (“HR”) a minimum of twenty-four (24) hours’ notice prior to terminating any branch employee. All Employee hires and terminations require verbal approval from AFN’s HR Director or an AFN executive.



a. Employee shall have no other employment agreements with any AFN employee outside the knowledge and consent of AFN. Branch employees will be paid in accordance with schedules/hours determined by Employee and approved by AFN executives.

2.24 BUSINESS PROCUREMENT: In addition to the recruitment, training, and supervision of loan officers and branch personnel, Employee agrees, if a Producing Branch Manager, to solicit and procure loan applications as a licensed Loan Originator or through the Branch licensed Loan Originators, provide services in connection with same to facilitate and expedite their processing. Whether a producing or non-producing Branch Manager, Employee shall use their best efforts to promote business for the Employee’s Branch office and AFN.

2.25 MEETINGS. AFN may conduct manager meetings on a periodic basis to discuss changes and developments in the business and Branch office. Employee shall make every effort to attend all such meetings.

2.26 BRANCH MANAGER CONDUCT. Employee shall not engage in any conduct, which would reflect negatively on AFN or adversely affect AFN’s business or reputation. Such prohibited conduct includes without limitation:

a. Dishonestly, including falsifying Company records, forms, loans application materials, or other customer records.

b. Unauthorized disclosure of confidential business information.

c. Using any forms or documents in connection with any application or origination of any loan, other than those forms and documents provided or otherwise approved by AFN. If Employee desires to use any form or document not provided by AFN, Employee must first submit the item to AFN for written approval.

d. Unsatisfactory work performance or conduct.

e. Originating, processing, brokering, or receiving income on any mortgage loan, during the term of this Agreement, outside the knowledge of AFN.

f. Withholding or misrepresenting material facts with regard to an applicant’s income, assets, investments, debts, obligations, circumstances, and information on the subject property.

g. Advising an applicant to provide, or assist an applicant in providing, inaccurate information in relation to a loan application.

2.27 TERMS AND CONDITIONS WITH RESPECT TO EACH LOAN. Employee warrants and represents the truth and accuracy of each and every loan, both on the date hereof and on the dates of each transaction entered into pursuant to this Agreement. The continuing validity of the following representations, warranties, terms, and conditions shall constitute a condition precedent to AFN continuing obligations hereunder:

a. That the Branch office is the sole originator of the loan;

b. That all names, signatures, addresses, amounts, and other statements of fact, including descriptions of property appearing on the credit application and other



documents relating to the loan, are true and correct, and the borrowers named thereon are of majority age, have legal capacity to enter into the loan, and were solvent within the meaning of applicable bankruptcy law at the time of entering into the loan.

c. That there are no mechanics liens or similar liens or claims, filed for work, labor or materials, affecting the real property encumbered by the loan, which are or may be liens prior or equal to the lien of the deed of trust or mortgage securing the loan.

d. The real property encumbered by the loan is free of material damage and is in good repair.

e. Employee has no knowledge of any fact that he or she has failed to disclose which would materially and/or adversely affect the value or marketability of the loan or the borrower’s ability to repay the loan.

f. That Employee’s branch office fully complies with Applicable Requirements as defined in this Agreement.

g. In procuring credit reports and appraisals, Employee shall only deal with vendors that have been vetted and approved by AFN.

2.28 BRANCH MANAGER LOAN ORIGINATION ACTIVITIES. If a non-producing Branch Manager, Employee shall not engage in any loan origination activities nor expect payment for such activities. Whether a producing or non-producing Branch Manager, Employee must ensure that any communication and/or negotiation with consumer(s) regarding any and all loan terms is done through a licensed Loan Officer employed at his or her Branch.

2.29 LOAN ORIGINATION SOFTWARE. Employee will ensure that all loans are entered and processed using Encompass. The pipeline must also be kept current and organized.

2.30 FIRST RIGHT OF REFUSAL. Employee will ensure that AFN has the first right of refusal to fund all loans in-house. It is only with AFN’s prior written consent that a loan may be brokered out to another lender. AFN will only provide approval if it does not have the product or does not wish to fund that product. An additional fee will be charged when brokering a loan to another lender, as set forth in Addendum A, and such additional costs shall be considered in the commission due to a separate channel of origination for the Loan Originator.

SECTION 3

ACCOUNTS AND COMPENSATION

3.1 BRANCH MANAGER COMPENSATION. AFN agrees to pay, and Employee agrees to accept, compensation as set forth in Addendum A attached and incorporated hereto.

a. CHANGES TO ADDENDUM A COMPENSATION. Increases or decreases to compensation may not occur more than once in any quarter. AFN may change this amount January First (1st), April First (1st), July First (1st), and/or October First (1st) of each and every subsequent year. Employee understands



that such compensation cannot vary in accordance with the terms of the transactions. Employee is aware that any potential liability arising from an Employee’s willful intent to purposely vary the terms of a transaction in order to affect compensation will be held solely by such Employee, and Employee agrees to indemnify AFN for such acts. Employee further waives his/her right to contest the enforceability of the former clause to the Addendum.

3.2 COMPLIANCE WITH APPLICABLE LAW. Notwithstanding any provision of this Agreement, at no point will any compensation paid to Employee vary, or otherwise be paid, based on any transaction term, or proxy for any transaction term, or a particular loan, except that the commission earned on each eligible loan will be based on a flat basis points percentage of the loan as set forth in Addendum A.

a. BRANCH PERSONNEL COMPENSATION. Employee agrees to cooperate and work with AFN in ensuring all Branch employees are paid according to all Applicable Requirements including, but not limited to, federal and state loan originator compensation requirements and all applicable state and federal labor laws.

b. BRANCH PERSONNEL TIME RECORDS. Employee shall cooperate with AFN in maintaining accurate employee time records by ensuring all hourly branch employees are punching in and out in Paycom for all hours worked, including, but not limited to, overtime and meal and break periods. Employee shall immediately notify AFN’s HR Director or an AFN Officer if any branch employee, or former branch employee, makes any complaints or allegations regarding unpaid wages (regular or overtime), bonuses, commissions, or expenses, or any other complaints or allegations pertaining to federal or state labor laws or regulations.

3.3 W-2 REPORTING. Employee and all employees of the Branch, regardless of their status as an exempt or non-exempt employee, shall be paid W-2 wages. Employee acknowledges that all compensation earned under this Agreement shall be subject to applicable withholdings and deductions.

3.4 PAYROLL. AFN agrees to pay payroll (wages/salary) on a biweekly basis every other Friday. Commissions shall be paid on a weekly basis for all loans closed up to the preceding Friday.

3.5 BANK ACCOUNTS. AFN shall maintain the bank account in connection with the Branch office. This account shall belong exclusively to AFN.

3.6 BRANCH ACCOUNTING / BRANCH PROFIT AND LOSS STATEMENT. AFN’s accounting department shall maintain a separate record for the Branch (“Branch Account” or “Branch P&L”) and Branch Reserve Account (“Reserve Account”) and issue monthly financial statements for the Branch.

3.7 BRANCH OFFICE REVENUES. On AFN-funded Branch loans, AFN’s accounting department shall credit revenue collected to the Branch Account, for the items listed in a-g below. The Branch Account shall be credited for Branch Revenues received and this credit shall be based, in part, on a per file funded basis. Employee is to select and input a basis point amount into the AFN pricing engine to determine his or her Branch Margins for the Branch. Such production-based compensation may not



change more frequently than quarterly and requires the approval of an AFN officer. Employee is aware and agrees to comply with all applicable restrictions imposed by Regulation Z, the Dodd-Frank Act, Anti-Steering Provisions, and other applicable rules. With respect to the Branch Account, revenue on all Branch loans shall not be considered earned by the Branch until expiration of all applicable early pay-off and early payment default periods.

a. Origination Fees (when applicable under the rules of compensation);

b. Processing fees, if processor compensation is charged to the Branch Account, and the Branch processor actually processes the loan;

c. Brokered-Out Loan Revenue will be posted to the Branch Account when the commission check is received from the Lender;

d. Any other fees charged to the borrower by the Branch through closing;

e. Branch margin in AFN pricing engine;

f. Any bonus revenue, as set forth in Addendum A;

g. Notwithstanding the foregoing, Branch Office Revenue does not include any pass-through monies collected from the borrower at funding or at any other time to pay for appraisals, mortgage insurance, escrow accounts, or other such pass-through monies.

3.8 BRANCH EXPENSES. “Branch Expenses" include any Direct Expenses or Indirect Expenses associated with the production and/or operations of the Branch. All Branch Expenses (including Loan Officer Compensation) will be deducted from the total Branch Revenue. Direct Expenses are those Branch Expenses that generally increase or decrease with the level of branch loan production. Indirect Expenses (“Operating Expenses”) are Branch Expense that are overhead in nature and generally, in the short term, do not change with loan production. Rather these Indirect Expenses may change incrementally, up or down, depending on branch management judgment. The following items will be paid from AFN’s corporate operating account and charged to the Branch Account as “Branch Expenses”:

a. All expenses to operate Branch (rent, utilities, leases, CAM, supplies, liability insurance, taxes, etc.);

b. All payroll costs for full-time and part-time Branch employees (including, but not limited to, recoverable draws, salaries, standard hourly wages, employer side of all payroll taxes);

c. Credit report monies collected from the borrower;

d. Appraisal monies collected from the borrower;

e. Any charges for VOD’s, VOE’s, 4506s, AU, AVMs or any other verification required by AFN;

f. Quality control fee, as set forth in Addendum A, on a minimum of 10% of the Branch’s closed loans;

g. Corporate fees on closed loans, as set forth in Addendum A;



h. Commitment Fee: If Branch fails to charge and collect the corporate “Commitment Fee” of Nine Hundred Ninety-Five Dollars ($995.00) per loan funded by AFN. If the Branch fails to charge this Commitment Fee, the Branch shall pay the Commitment Fee to corporate via a charge to the Branch Account for this amount;

i. Branch allocation of AFN technology expenses, as set forth in Addendum A;

j. Employer contribution for any Branch employees’ group health insurance policies;

k. Actual corporate cost for any early payoffs (EPO), early payment defaults (EPD), buybacks, scratch-and-dent sales, or any other expenses incurred on loans closed by the Branch;

l. If, at closing or post-closing, there is additional cost to cure a loan defect and/or absolve the consumer of the fee/cost, that additional cost shall be the responsibility of the Branch and shall be charged to the Branch Account unless the cause of the additional cost was the fault of AFN corporate.

m. Business Meals are now 50% tax deductible. As such, an additional $50.00 per hundred of Business Meals (or part thereof) shall be charged to the Branch Account at the end of each month. AFN will charge this to the Branch Account as an “add-on Business Meals”.

n. Entertainment expenditures of any kind are not permitted. Notwithstanding the above, if Branch submits an entertainment expense that is inadvertently included on the Branch Account, AFN will charge the Branch Account an additional charge for 100% the entertainment expense. (Example: Employee submits expense for taking sales team to sporting event and expense is included on the Branch Account. Upon discovery, AFN will charge Branch Account for and additional “add-on Entertainment expense” amounting to 100% the cost of the sporting event.)

o. Business Travel (e.g., air fare, hotel, and rental cars) may be charged to the Branch Account without any add-on expense.

p. In the case of receipts documenting a mix of Business Meals, Business Entertainment, and Business Travel discussed in Sections 3.8(m), (n), and (o): If expense receipts clearly distinguish between Business Meals, Business Entertainment, and Business Travel, then AFN’s accounting department will allocate to the correct GL expense accounts and adjust for any add-on expense as indicated above. If expense receipts DO NOT clearly distinguish between Business Meals, Business Entertainment, and Business Travel, then accounting will charge Branch Account for the entire amount to the Entertainment expense account (per IRS regulations) and adjust for “Entertainment add-on expense”.

q. 100% of Branch furniture, fixtures, leasehold improvements, and office equipment will be charged to the Branch in the month of purchase notwithstanding the accounting treatment of these expenditures at the corporate level.

r. Branch licensing costs, including any and licensing costs for Branch personnel;



s. Any other expenses arising from the operation of the Branch, including but not limited to insurance policies, worker’s compensation insurance policies, loan level pricing adjustments, leakage expense, advertising/marketing, lead generation, any regulatory and/or legal costs (including any administrative penalties, settlements, and reasonable attorneys’ fees), and any other expenses that can be allocated to an individual Branch.

3.9 POST-CLOSING EXPENSES. In the event AFN must buy back, repurchase, pay regulatory penalties, incur legal fees, or is unable to sell any loan due to fraud or negligence of the Employee or any personnel under the supervision of the Employee on any loan, the Employee agrees to repay any commissions and/or losses incurred, from the Branch operating funds, within 15 days of settlement.

3.10 MARGIN. Branch shall have the ability to build a per loan margin for Branch loan officers’ pricing in the AFN pricing engine. All rate quotes and locks must be processed through the pricing engine. The maximum margin allowed is set forth in Addendum A.

3.11 PROCESSING. Branch may hire their own processor(s) or may send loans to corporate for processing. If processed at Corporate, the Branch will be charged the current processing fee. Employee acknowledges that Branch/Employee may not deduct processing fees from Branch loan officers’ commission/compensation. Branch may not subtract processing fees on a per loan basis. To account for processing costs, AFN suggests that Branch prospectively reduce the basis points offered to the loan officer. For example, if the loan officer would ordinarily be at 100 bps compensation, reduce such compensation to 75 bps on all loans to account for processing.

3.12 BRANCH RESERVES. The Branch must satisfy at least one of the minimum reserve requirements outlined in Addendum A. Branch shall maintain the minimum reserve at all times. Employee’s Branch bonus, described in Section 3.14, is subject, in part, to satisfaction of AFN’s minimum reserve requirement.

3.13 MONTHLY BRANCH PROFIT AND LOSS STATEMENT (P&L). AFN’s accounting department will prepare and deliver the monthly Branch Profit and Loss statement by the 15th day of the following month. Any cumulative annual Branch P&L Losses will be carried forward and accrued against any future Branch P&L Profits.

3.14 BONUS COMPENSATION: Bonuses, if applicable, are to be paid to Employee on a monthly basis subject to the restrictions and requirements in this Agreement and the Addendum A. At all times, any one bonus or, aggregate bonuses within one calendar year, shall not exceed 10% of the Employee’s total income ("Income"). Income shall be determined by the Employee’s W-2 earnings from the previous calendar quarter. All bonuses are subject to payroll deductions. Employee is aware and agrees to comply with all applicable restrictions imposed by Regulation Z, the Dodd-Frank Act, and Anti-Steering Provisions. All liability incurred due to unlawful manipulation(s) of Employee in order to influence the amount of his/her "bonus" will be held solely by such Employee. So long as AFN does not participate and/or is unaware of such manipulation, Employee agrees to indemnify AFN for such acts.

a. BONUS REQUIREMENTS FOR NON-PRODUCING BRANCH MANAGER. Employee may withdraw, on a monthly basis, the Cumulative Annual Branch



Operating Profit, up to the maximum to maintain minimum reserve limits, if the Branch P&L indicates (1) a Cumulative Lifetime Branch Operating Profit and (2) Branch meets the minimum reserve requirements described in Section 3.12 and Addendum A. “Cumulative Lifetime Branch Operating Profit” is defined as any positive Branch P&L profits remaining after subtracting from Branch Revenue any and all Branch Expenses, including Branch Reserves, incurred during Employee’s entire tenure with AFN, beginning with Employee’s Start Date.

b. BONUS REQUIREMENTS FOR PRODUCING BRANCH MANAGER. Employee may receive a bonus if the P&L indicates (1) a Cumulative Lifetime Branch Operating Profit and (2) Branch meets the minimum reserve requirements described in Section 3.12. Producing Branch Managers are prohibited from drawing on profits of the Branch. Rather, a Producing Branch Manager’s bonus must be fixed as a salary or basis point plan according to Addendum A.

c. TIMING OF ANY MONTHLY BONUS PAYMENTS. Any bonus will be paid as part of payroll on the last payday of the following month. [Example: Branch Manager will receive the P&L for December on January 15th and will be paid the salary or basis points (producing manager) or bonus draw (non-producing manager)] according to Addendum A on the last payday in January. Non-producing Branch Managers will be able to draw P&L Bonus profit up to the maximum to sustain two months reserves subject to Sections 3.8 and 3.12, payable on the last payday of the following month.

3.15 ADVANCES. If the Branch minimum reserve requirement is met, Employee may request the payment of advances to Branch employees from the Branch P&L, with a maximum of 3 advances per month. A $50 fee (which may change at AFN’s discretion) will be charged to the Branch for each advance. AFN reserves the right to refuse the issuance of any request for advanced wages.

3.16 ATTEMPTS TO INFLUENCE LOAN TERMS OR CLOSING. Employee shall in no way influence, or attempt to influence, the terms of a loan or manipulate the closing time-frame of any/several loans in order to potentially receive lower/higher production compensation. Employee is aware that any potential or actual liability arising from a Branch Manager’s willful intent to purposely vary the terms of a transaction(s) in order to influence his or her branch compensation will be held solely by Employee, and Employee agrees to indemnify AFN for such acts. Employee waives his or her right to contest the enforceability of the former clause to each subsequent Addendum to this Agreement.

3.17 BRANCH COMPENSATION FOR BROKERED LOANS. All “Brokered Loans”, as defined below, except for "Brokered Loans" not covered by the new compensation rule(s) ("Other Brokered Loans"), shall receive established Lender-Paid compensation set by AFN or any Broker cooperative, including all points and fee income. Other Brokered Loans include but are not limited to: (i) HELOC or open-ended lines of credit; (ii) commercial loans; (iii) any other type of loan that is not subject to the new Consumer Financial Protection Bureau Regulations. A "Brokered Loan" is a loan originated by an AFN Branch loan officer that is underwritten and/or funded by a third-party lender. Employee is aware that AFN requires preapproval by its President,



Chief Executive Officer, Executive Vice President of Operations, Chief Operating Officer, or Product Manager for all brokered loans. Branch Profit and Loss is to be credited the Lender-Paid compensation minus fifty (50) basis points on each Brokered Loan in accordance and in compliance with this Agreement and, in accordance and in compliance with AFN’s Policies and Procedures of which the Employee is fully aware. Branch will be credited seventy percent (70%) of income from each Reverse Mortgage. AFN Corporate shall retain thirty percent (30%) of said income.

3.18 NON-PERMISSIVE VARIATIONS TO BRANCH PAY. Any compensation not authorized by AFN, paid by a third party to a Branch/Branch Manager/AFN, is to be considered borrower-paid and thus subject to restrictions unless: (i) the compensation is "bona fide and reasonable," AND (ii) the compensation is passed through to a non-affiliated third party for services, OR (iii) all applicable federal and state laws permit doing so and Employee has informed AFN and received permission. Employee is to comply with Regulation Z, The Dodd- Frank Act, and any other applicable rules regarding compensation and, he or she is prohibited from giving or receiving any compensation to/from unaffiliated parties to the transaction, including but not limited to: (i) Third Party Referrals for past, present, or future transactions, or (ii) any other payment of which AFN is not aware and to which AFN has not expressly consented.

3.19 TERMINATION OF BRANCH MANAGER. Upon termination of this Agreement for any reason, Employee shall be reimbursed for any outstanding expenses incurred with respect to the Branch office, as well as any remaining balance in the Main Branch Account, excluding outstanding Branch Reserves, within seventy-five (75) days after termination of this Agreement. Branch Reserves shall be reimbursed no later than one hundred eighty (180) days after termination of this Agreement. Notwithstanding the above, AFN reserves the right to retain an adequate amount to provide for any unpaid expenses or other liabilities, whether contingent or fixed, liquidated or un-liquidated, matured or un-matured, and, any other expenses or obligations for which a provision is not otherwise made. Employee shall return to AFN any funds distributed pursuant to this subparagraph, which are necessary to satisfy any expense or obligation for which provision is not otherwise made.

3.20 MODIFICATION OF COMPENSATION TERMS. Any valid modification to the terms included in this Agreement and any incorporated Addendum(s) cannot be done unilaterally by either AFN or Employee without the express written consent of the other Party.

SECTION 4

DOCUMENTS AND PERSONNEL

4.1 EMPLOYEE DISCOVERIES. Employee shall communicate to AFN and preserve as proprietary information of each discovery, idea, design, customer list, invention and improvement relating in any manner to AFN’s business, whether or not patentable and whether or not reduced to practice, which is conceived, developed or made by Employee, whether alone or jointly with others, at any time during the term hereof (such discoveries, ideas, designs, client lists, inventions and improvements are collectively referred to as "Employee Discoveries").



4.2 PROPERTY OF EMPLOYEE DISCOVERIES. All Employee Discoveries shall be AFN’s exclusive property, and all Employee’s rights, title, and interest herein are hereby irrevocably assigned to AFN. Employee shall not, except with AFN’s prior written consent, or except in the proper course of his or her employment with AFN, use any of Employee’s Discoveries for his or her own benefit or the benefit of any Person (as defined in Section 4.1), or disclose any of Employee’s Discoveries to any outside Person through publication or in any other manner.

4.3 DELIVERY AFTER TERMINATION. Upon termination of employment with AFN for any reason, or when AFN may so request, Employee shall promptly deliver to AFN (or its designee) any and all AFN Property, written materials, records, software, and documents made by Employee or which came into his/her possession prior to or during the term of this Agreement, concerning the business and affairs of AFN, including, without limitation, all materials containing Confidential Material and/or Employee Discoveries.

4.4 USE OF AFN NAME. Employee agrees that he or she will refrain from using the name AFN in any business ventures or advertising without the prior written permission of AFN.

4.5 RECORDS-OWNERSHIP. Employee expressly agrees and acknowledges that all loan applications and supporting Documentation, and any and all mortgage loan business records procured and originated by Employee or other AFN employees while employed by AFN is and shall be the exclusive property of AFN, for the exclusive benefit of AFN, its Branch office employees and/or its designate(s). Any records relating to loan applications and the use and control thereof shall be and remain the exclusive property of AFN and its designates.

SECTION 5

DISPUTE RESOLUTION

5.1 MUTUAL AGREEMENT TO ARBITRATE. The terms and conditions of the MUTUAL AGREEMENT TO ARBITRATE EMPLOYMENT-RELATED DISPUTES ("Arbitration Agreement") is attached hereto as Addendum B and is made a part hereof by reference as if set forth fully herein. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Arbitration Agreement, the provisions of the Arbitration Agreement shall govern and control.

5.2 ATTORNEY FEES. In any action brought to enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.

SECTION 6

CONFIDENTIALITY, ASSIGNMENT, NON-SOLICITATION AGREEMENT

6.1 CONFIDENTIALITY, ASSIGNMENT, AND NON-SOLICITATION. The terms and conditions of the CONFIDENTIALITY, ASSIGNMENT, NON-SOLICITATION AGREEMENT ("Confidentiality Agreement") is attached hereto as Addendum C and is made a part hereof by reference as if set forth fully herein. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Confidentiality Agreement, the provisions of the Confidentiality Agreement shall govern and control.



SECTION 7

EMPLOYEE REPRESENTATIONS

7.1 GENERAL. Without limiting any obligations of Employee, Employee hereby represents and warrants to AFN at all times during employment as follows:

a. Employee’s employment with AFN will not violate or conflict with any obligations Employee owes to any individual or entity, including without limitation, obligations arising out of or relating to (1) any non-compete, non-disclosure, non-solicitation, or confidentiality agreement or provisions, and (2) any prior employer or employment.

b. Employee knows of no reason why Employee could not or should not accept an offer of employment from AFN, or otherwise be employed by AFN. Employee has not been subject to any investigation or sanction of any type, or denied any license or approval, by any federal, state, or local government, quasi-government, and private industry authority, that would adversely affect Employee’s registration(s), license(s), authorizations, or ability to perform his or her duties for AFN.

c. If a producing branch manager, Employee currently possesses, and at all relevant times has maintained in good standing, any and all licenses, registrations, and authorizations required to conduct business as a loan originator for each state in which such business will be conducted.

d. Employee represents and acknowledges that he or she is sophisticated and knowledgeable in matters of real estate and finance.

7.2 EMPLOYEE HISTORY. Employee represents to AFN that he or she has never been:

a. a. Suspended, disbarred, or otherwise restricted under the Department of Housing and Urban Development (“HUD”) regulations in 24 or 25 CFR, or similar procedures of any other Federal Agency;

b. b. Indicted for, or convicted of, an offense which reflects upon the responsibility, integrity or ability of AFN to be an approved HUD mortgagee;

c. c. Subject to unresolved findings as a result of HUD or other government audits or investigations;

d. d. Engaged in business practices that do not conform to generally accepted practices of prudent mortgagees or that demonstrate irresponsibility; and

e. e. Denied licensure for engaging in any real estate or housing-related business in any state.

7.3 RESTRICTIVE COVENANTS. Employee represents to AFN that he or she is not currently subject to any restrictive covenant, such as covenants not to compete, not to solicit customers, not to solicit former co-workers, or not to engage in certain business activities, from any previous employer.

7.4 AFFILIATED BUSINESS ARRANGEMENTS. Employee acknowledges that he or she has reported to AFN all current Affiliated Business Arrangements. Employee represents to AFN that he or she does not have any ownership interest in any



Affiliated Business Arrangement that has not already been disclosed to AFN. An “Affiliated Business” includes any business that provides settlement services or engages in business related to settlement services or financial services, including but not limited to part or full ownership in any Escrow Company, Title Company, Closing Attorney, Appraisal Company, Real Estate Company, Home Improvement, Construction, Loan Modification, Tax Preparation, Credit Repair or Credit Counseling. Employee agrees to notify AFN before becoming involved in any way with an affiliated business. Failure to notify AFN of an Affiliated Business Arrangement as defined herein is grounds for immediate termination.

SECTION 8

GENERAL PROVISIONS

8.1 ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing between the parties hereto, with respect to the employment of Employee by AFN and contains all of the covenants, agreements, and conditions between the parties with respect to such employment in any manner whatsoever. Neither Party may modify this Agreement unless in writing signed by the parties hereto.

8.2 INCORPORATION. The attachments identified in this Agreement constitute a part of this Agreement and are hereby expressly and specifically incorporated herein by reference in their entirety as if fully set forth in this Agreement.

8.3 REQUIRED DOCUMENTATION. Employee agrees to execute, acknowledge and deliver or cause to be executed, acknowledged and delivered all such further Documents that AFN reasonably deems necessary or appropriate to carry out the terms and provisions of this Agreement and any Exhibits deemed necessary by AFN.

8.4 NO THIRD-PARTY BENEFICIARIES. This Agreement is not intended, and shall not be deemed, to confer upon or give rights to any person except as otherwise expressly provided herein.

8.5 NO RELIANCE. Employee is not resigning Employee’s employment or relocating a residence in reliance on any promise or representation by AFN regarding any guaranteed length of employment or guaranteed compensation by AFN.

8.6 WAIVERS. No waiver by AFN of any condition, or the breach of any term, covenant, representation, or warranty contained herein, whether by conduct or otherwise by Employee in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such condition, representation, or warranty set forth in this Agreement.

8.7 UNENFORCEABLE PROVISIONS. The invalidity or unenforceability of any term or provision contained in this Agreement shall not void or impair the remaining provisions hereof, which shall remain in full force and effect as if such invalid or unenforceable provision has never been contained herein. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal,



or unenforceable, AFN will modify this Agreement, by subsequent Addendum, to affect the original intent of this Agreement as closely as possible in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

8.8 ASSIGNMENT. AFN may assign its rights and duties hereunder provided that the assignee is the successor by operation of law or otherwise to the business of AFN. Employee may not, without prior written consent of AFN, assign his or her rights and duties hereunder.

8.9 COUNTERPARTS. For the convenience of the parties hereto, any number of counterparts may be executed, and each counterpart shall be deemed an original instrument.

8.10 TERMINATION. This Agreement and all its provisions shall survive termination of this Agreement and/or termination of Employee’s employment with AFN.

8.11 DELIVERY. Except to the extent otherwise expressly permitted hereunder, all notices, requests, demands, directions, and other communications (collectively, "Notices") under this Agreement shall be sent by first class mail, or by nationally recognized overnight courier, or by telex or telecopy, or by machine-readable electronic transmission, or by personal delivery, addressed to the other Party hereto at its address set forth below, or such other address as such Party may from time-to-time designate by written notice, given in accordance with the terms of this Section. If to AFN: American Financial Network, Inc. 10 Pointe Drive, Suite 330, Brea, California 92821 If to Employee: To the address provided in connection with this Agreement. All notices or demands shall be deemed conclusively received upon the earlier of (1) actual receipt by the Party to whom such delivery is intended; (2) forty-eight (48) hours after such notice or demand is either mailed via certified mail requiring a signature or sent by facsimile to the party to whom it is intended; or (3) on the fifth calendar day (or, it is not a business day, then the next succeeding business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service, except for a notice of change of address, which shall be deemed effective only upon receipt.

8.12 NON-CONTINUANCE OF WAIVER: A waiver by AFN of any provision of this Agreement shall not be construed as a continuing waiver of the same or any other provision of this Agreement.

8.13 LAWS OF CALIFORNIA: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding any choice of law provisions.

8.14 CONSTRUCTION OF THE AGREEMENT. For purpose of this Agreement, except as



otherwise provided or unless the context otherwise requires:

a. The use of the singular form includes the plural, and the use of the plural form includes the singular;

b. The use of any gender shall be deemed to include the other gender;

c. The section headings contained in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, limit, or in any way affect the meaning or interpretation of this Agreement.;

d. The words "herein," "hereof," "hereunder," and other words of similar import refer to this Agreement as a whole and not to any particular provision, as otherwise stated;

e. Any reference to any federal, state or local statute or law shall be deemed also to refer to all rules and regulations promulgated hereunder;

f. Any reference to any duty or obligation of Employee to the Company shall include, where the context requires, any subsidiaries or affiliates of the Company.

8.15 REFERENCES: In addition, I hereby authorize any present or former employees, public agency, financial institution, or any other person or agency having knowledge of me to submit information or opinions about myself, including data received from other sources, in order that my employment qualifications may be evaluated.

8.16 CONSULTATION. Employee agrees and acknowledges that, prior to signing, AFN has granted Employee sufficient time to review the Agreement, including allowing Employee (in Employee’s sole discretion) to take the Agreement home for further study and review. AFN has encouraged Employee to freely discuss the terms of this Agreement with any lawyer of Employee’s choosing prior to signing.

[SIGNATURE PAGE TO FOLLOW]



ACKNOWLEDGMENT AND SIGNATURES

I have read, fully understand, accept, and agree to be bound by this Agreement and all exhibits attached hereto. I have received a completed copy of this Agreement. I have consulted with counsel of my choosing before executing this Agreement.

Employee/Branch Manager/Account Executive

Printed Name Signature Date

American Financial Network, Inc. Regional Manager


American Financial Network, Inc. Executive


Executive Title