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Mr. Cooper Group Inc. – ‘10-Q’ for 9/30/20 – ‘EX-10.4’

On:  Thursday, 10/29/20, at 7:12am ET   ·   For:  9/30/20   ·   Accession #:  933136-20-68   ·   File #:  1-14667

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  As Of               Filer                 Filing    For·On·As Docs:Size

10/29/20  Mr. Cooper Group Inc.             10-Q        9/30/20   91:15M

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.77M 
 2: EX-10.1     Material Contract                                   HTML     37K 
 3: EX-10.2     Material Contract                                   HTML     37K 
 4: EX-10.3     Material Contract                                   HTML     34K 
 5: EX-10.4     Material Contract                                   HTML     36K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     27K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     27K 
16: R1          Document and Entity Information                     HTML     77K 
17: R2          Consolidated Balance Sheets                         HTML    108K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
19: R4          Unaudited Consolidated Statements of Operations     HTML    103K 
20: R5          Unaudited Consolidated Statements of Stockholders'  HTML     99K 
                Equity                                                           
21: R6          Unaudited Consolidated Statements of Cash Flows     HTML    145K 
22: R7          Nature of Business and Basis of Presentation        HTML     43K 
23: R8          Mortgage Servicing Rights ("MSRs") and Related      HTML    188K 
                Liabilities                                                      
24: R9          Advances and Other Receivables, Net                 HTML     76K 
25: R10         Reverse Mortgage Interests, Net                     HTML     68K 
26: R11         Mortgage Loans Held for Sale                        HTML     53K 
27: R12         Loans Subject to Repurchase from Ginnie Mae         HTML     29K 
28: R13         Goodwill and Intangible Assets                      HTML     27K 
29: R14         Derivative Financial Instruments                    HTML     82K 
30: R15         Indebtedness                                        HTML    209K 
31: R16         Securitizations and Financings                      HTML     73K 
32: R17         Earnings Per Share                                  HTML     56K 
33: R18         Income Taxes                                        HTML     30K 
34: R19         Fair Value Measurements                             HTML    215K 
35: R20         Capital Requirements                                HTML     29K 
36: R21         Commitments and Contingencies                       HTML     43K 
37: R22         Business Segment Reporting                          HTML    176K 
38: R23         Nature of Business and Basis of Presentation        HTML     59K 
                (Policies)                                                       
39: R24         Mortgage Servicing Rights and Related Liabilities   HTML    185K 
                (Tables)                                                         
40: R25         Advances and Other Receivables, Net (Tables)        HTML     73K 
41: R26         Reverse Mortgage Interests, Net (Tables)            HTML     60K 
42: R27         Mortgage Loans Held for Sale (Tables)               HTML     51K 
43: R28         Derivative Financial Instruments (Tables)           HTML     81K 
44: R29         Indebtedness (Tables)                               HTML    211K 
45: R30         Securitizations and Financings (Tables)             HTML     72K 
46: R31         Earnings Per Share (Tables)                         HTML     55K 
47: R32         Fair Value Measurements (Tables)                    HTML    215K 
48: R33         Business Segment Reporting (Tables)                 HTML    170K 
49: R34         Nature of Business and Basis of Presentation -      HTML     69K 
                Additional Information (Details)                                 
50: R35         Mortgage Servicing Rights and Related Liabilities   HTML     44K 
                - MSRs and Related Liabilities (Details)                         
51: R36         Mortgage Servicing Rights and Related Liabilities   HTML     47K 
                - MSR's at Fair Value (Details)                                  
52: R37         Mortgage Servicing Rights and Related Liabilities   HTML     40K 
                - Narrative (Details)                                            
53: R38         Mortgage Servicing Rights and Related Liabilities   HTML     42K 
                - UPB related to owned MSRs (Details)                            
54: R39         Mortgage Servicing Rights and Related Liabilities   HTML     64K 
                - Fair Value Assumptions (Details)                               
55: R40         Mortgage Servicing Rights and Related Liabilities   HTML     44K 
                - Fair Value Sensitivity Analysis (Details)                      
56: R41         Mortgage Servicing Rights and Related Liabilities   HTML     53K 
                - Reverse MSRs and Liabilities - Amortized Cost                  
                (Details)                                                        
57: R42         Mortgage Servicing Rights and Related Liabilities   HTML     48K 
                - Servicing Revenue (Details)                                    
58: R43         Advances and Other Receivables, Net - Schedule of   HTML     36K 
                Accounts Receivable (Details)                                    
59: R44         Advances and Other Receivables, Net - Advances and  HTML     33K 
                Other Receivables Roll Forward (Details)                         
60: R45         Advances and Other Receivables, Net - Narrative     HTML     48K 
                (Details)                                                        
61: R46         Advances and Other Receivables, Net - Purchase      HTML     39K 
                Discount (Details)                                               
62: R47         Reverse Mortgage Interests, Net - Schedule of       HTML     35K 
                Reverse Mortgage Interest (Details)                              
63: R48         Reverse Mortgage Interests, Net - Narrative         HTML     74K 
                (Details)                                                        
64: R49         Reverse Mortgage Interests, Net - Unsecuritized     HTML     34K 
                Interest (Details)                                               
65: R50         Reverse Mortgage Interests, Net - Purchase          HTML     33K 
                Discount Rollforward (Details)                                   
66: R51         Mortgage Loans Held for Sale - Mortgage Loans Held  HTML     36K 
                for Sale (Details)                                               
67: R52         Mortgage Loans Held for Sale - Reconciliation to    HTML     38K 
                Cash Flow (Details)                                              
68: R53         Mortgage Loans Held for Sale - Narrative (Details)  HTML     31K 
69: R54         Loans Subject to Repurchase from Ginnie Mae         HTML     30K 
                (Details)                                                        
70: R55         Goodwill and Intangible Assets (Details)            HTML     29K 
71: R56         Derivative Financial Instruments - Derivative       HTML     63K 
                Instruments (Details)                                            
72: R57         Derivative Financial Instruments - Narrative        HTML     26K 
                (Details)                                                        
73: R58         Indebtedness - Notes Payable Summary (Details)      HTML    228K 
74: R59         Indebtedness - Summary of Unsecured Senior Notes    HTML     54K 
                (Details)                                                        
75: R60         Indebtedness - Narrative (Details)                  HTML     37K 
76: R61         Indebtedness - Schedule of Notes Maturity           HTML     31K 
                (Details)                                                        
77: R62         Indebtedness - Summary of Other Non-Recourse Debt   HTML     65K 
                (Details)                                                        
78: R63         Securitizations and Financings - Assets and         HTML     67K 
                Liabilities of Consolidated VIEs (Details)                       
79: R64         Securitizations and Financings - Securitization     HTML     31K 
                Trusts (Details)                                                 
80: R65         Earnings Per Share (Details)                        HTML     67K 
81: R66         Income Taxes - Schedule of Income Taxes (Details)   HTML     26K 
82: R67         Fair Value Measurements - Measured on a Recurring   HTML     77K 
                Basis (Details)                                                  
83: R68         Fair Value Measurements - Level 3 Reconciliation    HTML    100K 
                (Details)                                                        
84: R69         Fair Value Measurements - Unobservable Inputs       HTML     68K 
                (Details)                                                        
85: R70         Fair Value Measurements - Fair Value by Balance     HTML     97K 
                Sheet Line Item (Details)                                        
86: R71         Commitments and Contingencies - Narrative           HTML     44K 
                (Details)                                                        
87: R72         Business Segment Reporting - Financial Information  HTML     91K 
                (Details)                                                        
89: XML         IDEA XML File -- Filing Summary                      XML    161K 
15: XML         XBRL Instance -- nsm-20200930_htm                    XML   4.55M 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX    122K 
11: EX-101.CAL  XBRL Calculations -- nsm-20200930_cal                XML    240K 
12: EX-101.DEF  XBRL Definitions -- nsm-20200930_def                 XML    790K 
13: EX-101.LAB  XBRL Labels -- nsm-20200930_lab                      XML   1.88M 
14: EX-101.PRE  XBRL Presentations -- nsm-20200930_pre               XML   1.16M 
10: EX-101.SCH  XBRL Schema -- nsm-20200930                          XSD    259K 
90: JSON        XBRL Instance as JSON Data -- MetaLinks              393±   595K 
91: ZIP         XBRL Zipped Folder -- 0000933136-20-000068-xbrl      Zip    817K 


‘EX-10.4’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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Exhibit 10.4
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July 16, 2020

Eldridge Burns
623 Rex Drive
Dallas, TX 75230

Dear Eldridge:

Welcome to Mr. Cooper Group! We look forward to you joining our team. This letter will confirm our offer and your acceptance to join our team as EVP, Chief Legal Officer, reporting to Chris Marshall, Vice Chairman and CFO. The details of our offer are outlined below:

Annual Base Salary:    You will be paid a bi-weekly salary of $19,230.77 which is equivalent to $500,000 on an annualized basis.

Bonus Opportunity:     You will be eligible to participate in the Executive Management Incentive Plan (EMIP) with an annual target of $450,000. Your bonus will be based on achieving Company, legal department and individual performance goals established by your management. In addition, you must be actively employed by Mr. Cooper on the day the bonus is paid to receive an award.

Sign-On Equity:        You will receive a one-time equity award of Mr. Cooper Mortgage Holdings Inc. valued at $250,000 granted on September 1, 2020. The award will vest equally over three years and is subject to the approval of the Compensation Committee of the Board of Directors.

Long Term Incentive Opportunity:    Beginning in 2021, you will be eligible for an annual equity award comparable to the awards granted to similarly situated executives. Your annual equity award will have a target value of $450,000. The grants are usually made in March and typically vest equally over three years. All awards must be approved by the Compensation Committee of the Board of Directors.

Non-competition:         You agree that while employed by Mr. Cooper Group and for the twelve (12) month period immediately following your termination of employment, you shall not directly or indirectly, either as principal, agent, employee, employer, consultant, partner or shareholder in excess of five percent (5%) of a publicly traded corporation, corporate officer or director, or in any other representative capacity, engage or otherwise participate in any manner or fashion in any business that is in competition in any manner whatsoever with the lending business of Mr. Cooper Group and its subsidiaries or of any other business in which Mr. Cooper Group or its subsidiaries is engaged in at the time of your termination of employment, or which is part of Mr. Cooper Group’s Developing Business, within states in which Mr. Cooper Group is engaged in such business or Developing Business. For purposes of the foregoing, “Developing Business” shall mean the new business concepts and services Mr. Cooper Group has developed and is in the process of developing during your employment with Mr. Cooper. You further agree that this restrictive covenant is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of Mr. Cooper Group and its respective affiliates, imposes no undue hardship on you, is not injurious to the public, and that any violation of this of this restrictive covenant shall be specifically enforceable in any court with jurisdiction upon short notice.
Severance:         Should Mr. Cooper Group terminate your employment without cause during the initial twelve (12) months of your employment, you will be entitled to a severance payment of twelve (12) months of your then current salary plus 100% of your prior years bonus, subject to you providing Mr. Cooper Group and their affiliates, as applicable, with a signed release of claims in a form adopted by such company from time to time, which shall contain reasonable and customary terms and conditions. Severance payments shall be paid bi-weekly and in accordance with standard payroll practices. If your employment is terminated after




the initial twelve (12) months of employment, you will receive such severance as may be consistent with the then current practices of Mr. Cooper Group.

Non-solicit:         You agree that during the period of your employment and for the twelve (12) month period immediately following the date of your termination of employment with Mr. Cooper Group for any reason, you shall not, directly or indirectly, solicit or induce any officer, director, employee, agent or consultant of Mr. Cooper Group or any of their successors, assigns, subsidiaries or affiliates to terminate his, her or its employment or other relationship with Mr. Cooper Group or any of their successors, assigns, subsidiaries or affiliates, or otherwise encourage any such person or entity to leave or sever his, her or its employment or other relationship with Mr. Cooper Group or any of their successors, assigns, subsidiaries or affiliates, for any other reason.
Employment at will:    Nothing herein constitutes an offer of employment for any definite period of time. The employment relationship is "at-will" which affords you and Mr. Cooper the right to terminate the relationship at any time for no reason or any reason.
Anticipated Start Date: August 10, 2020

At Mr. Cooper Group, we believe our employees are our most important assets.  As such, we will commit to providing you with an environment which provides you with an opportunity to become involved, to apply your skills and talents, and to make a difference.

Should you accept employment with Mr. Cooper Group, you will be eligible for 25 vacation days annually, earned and accrued on a per pay-period basis. On the first day of the month following your first day of employment, you will be eligible to participate in a variety of health and welfare plans including medical, dental, life, disability, sick leave, vacation, and paid holidays. You will also be eligible to participate in the Mr. Cooper 401(k) retirement plan. More information about these benefits will be provided to you during New Hire Orientation.

If you have or had any agreement or contract with any previous employer or any other entity that would restrict or impair your ability to work for Mr. Cooper Group, call upon its customers, or prospective customers, or assist Mr. Cooper Group in recruiting employees, you must immediately notify us. Also, please be advised that Mr. Cooper Group prohibits all employees from using trade secrets or other confidential information (verbal, written, electronics or otherwise) they may have acquired from any prior employer. Mr. Cooper Group also prohibits employees from bringing any former employer’s confidential information on to Mr. Cooper Group’s property, including its computer systems, databases, and company-owned or paid-for equipment. If you have any proprietary or confidential information of any prior employer, you are required to retain the same. However, you are not to use that information in any way in your job at Mr. Cooper Group.

This offer is contingent upon the following:

•    Proof of eligibility and employment authorization in accordance with governmental (I-9) requirements,
•    Obtaining satisfactory criminal, employment, and education background checks,
•    Completing all new hire paperwork, which you will receive in the days after you sign and date this letter.

Eldridge, we look forward to you playing a vital role at Mr. Cooper. Please feel free to contact me if you have any questions.

Sincerely,

/s/ Kelly Ann Doherty
Kelly Ann Doherty
EVP, Chief People Officer





I, Eldridge Burns, accept and agree to all the terms and conditions contained in this offer letter.


/s/ Eldridge Burns        July 20, 2020            
(Signature)    Date





I understand and agree that if I am hired by Mr. Cooper group or any affiliate of Mr. Cooper Group that my employment relationship with Mr. Cooper Group or any affiliate of Mr. Cooper Group to whom I may hereafter be assigned, will be as an “employee at-will.”  Mr. Cooper Group retains the right to terminate my employment relationship at any time with or without cause, without notice, and without incurring any liability to me.  I further understand and agree that any agreement providing for a term of employment or any agreement restricting or limiting the right of Mr. Cooper Group or any affiliate to terminate my employment relationship for just cause is not binding, unless such an agreement is made in writing and signed by the CEO of Mr. Cooper Group and me. This offer is contingent upon successful completion of a background investigation.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/29/208-K
For Period end:9/30/20
9/1/204
8/10/203
7/20/20
7/16/20
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Mr. Cooper Group Inc.             10-K       12/31/23  119:17M
 2/16/23  Mr. Cooper Group Inc.             10-K       12/31/22  113:16M
 2/17/22  Mr. Cooper Group Inc.             10-K       12/31/21  114:16M
 2/23/21  Mr. Cooper Group Inc.             10-K       12/31/20  120:18M


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/06/20  Mr. Cooper Group Inc.             8-K:1,2,9   8/06/20   11:1.2M                                   Donnelley … Solutions/FA
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Filing Submission 0000933136-20-000068   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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