SENIOR MANAGER EMPLOYMENT AGREEMENT
THIS SENIOR MANAGER EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 1, 2003 by and between Fieldstone Mortgage Company, a Maryland corporation (the "Company"), and the employee named on the attached cover letter (the "Employee") to be effective only upon the occurrence of the sale of shares of Fieldstone Investment Corporation in an offering under Rule 144A of the Securities Act of 1933 (the "Effective Date"). If the Effective Date does not occur prior to December 31, 2003, this Agreement shall be automatically null and void.
WHEREAS, the Company desires to continue to employ the Employee, and the Employee desires to continue to be employed by the Company, on the terms and conditions set forth herein from and after the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Employee and the Company agree as follows:
1. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Employee and the Employee agrees to be employed by the Company for the Employment Period (as defined below). Terms used herein with initial capitalization not otherwise defined are defined in Section 10 below.
2. Position and Duties.
2.1 Position. The Employee shall, during the Employment Period serve in the position shown on the attached cover letter.
2.2 Duties. The Employee shall have the duties shown on the attached cover letter. In addition, the Employee shall perform such other duties with the Company and with any Subsidiary as the Board or the Employee's supervisor may from time to time reasonably determine and assign to the Employee. The Employee shall devote the Employee's reasonable best efforts and full business time to the performance of the Employee's duties and the advancement of the business and affairs of the Company.
3. Term. Subject to earlier termination as hereinafter provided, the initial term of employment under this Agreement shall be for the period commencing on the Effective Date and ending on the date specified in the attached cover letter (the "End Date") (the period is the "Initial Term"). The term of employment under this Agreement shall be automatically renewed for additional consecutive 12-month periods (the "Extended Term") as of the End Date and every subsequent anniversary of the End Date, unless and until either party provides written notice to the other party in accordance with Section 11.1 hereof not less than 60 days before such anniversary date that such party is terminating the term of employment under this Agreement (the "Non-Renewal Notice"), which termination shall be effective as of the end of the Initial Term or Extended Term, as the case may be, or until the term of employment is otherwise terminated as hereinafter set forth. Such Initial Term and all such Extended Terms are collectively referred to herein as the "Employment Period." A Non-Renewal Notice given by either party to this Agreement shall not be deemed a termination of the Employee's employment for purposes of Section 7 below. The parties' obligations under Sections 6 and 7 hereof shall survive the expiration or termination of the Employment Period.
4. Place of Performance. In connection with the Employee's employment by the Company, the Employee shall be based at the office of the Company in the United States indicated in the attached cover letter, except as otherwise agreed by the Employee and the Company and except for reasonable travel on Company business.
5. Compensation and Benefits.
5.1 Base Salary. During the Employment Period, the Company shall pay to the Employee an annual base salary (the "Base Salary") at the rate per year indicated in the attached cover
letter. The Base Salary shall be reviewed no less frequently than annually and may be increased or decreased, from time to time, in the discretion of the Company on written notice to the Employee. The Base Salary shall be payable consistent with the Company's payroll procedures, as may be amended in the future.