Walker

BACKGROUND

From early 2006 until the termination of his employment in 2007, Walker was the president and chief executive officer of Fremont Investment & Loan (FIL). FIL was a depository institution insured by the Federal Deposit Insurance Corporation (FDIC). FIL was a wholly owned subsidiary of Fremont General Credit Corporation (FGCC), which was a wholly owned subsidiary of Fremont General Corporation (FGC). Signature is the successor to FGC, FGCC, and FIL. Walker, FGC, and FIL were parties to a “Management Continuity Agreement” (MCA), which provided that Walker was to receive certain severance benefits if his “employment with the Company [defined as FIL and FGC collectively] terminates within the thirty-six (36) month period following a Company Event.” The MCA defined the term “Company Event” as including the acquisition or control, by a previously unaffiliated third party, of more than 50 percent “of the voting securities or assets of FIL.” Also, if FIL or FGC terminated Walker’s employment for any reason other than disability, the MCA defined the “Termination Date” as “the date on which a notice of termination is given.” On February 26, 2007, the FDIC notified FIL that the…