Form of
Walter Investment Management Corp.
1999 Equity Incentive Plan
Restricted Stock Award Agreement — Nonemployee
Director
Walter
Investment Management Corporation
1999 Equity Incentive Plan
Restricted Stock Award Agreement —
Nonemployee Director
You have been
selected to receive a grant of Restricted Stock pursuant to the
Walter Investment Management Corporation 1999 Equity Incentive Plan
(the “Plan”), as specified below:
Date of
Grant : April 29,
2009
Number of
Shares of Restricted Stock Granted : 3,078
Purchase
Price : $0 per share of
Restricted Stock
Final
Acceptance Date :
May 12, 2009
Lapse of
Restriction Date :
Restrictions placed on the shares of Restricted Stock shall lapse
on the date and in the amount listed below:
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Date on
Which
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Number of Shares
for
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Cumulative Number of
Shares
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Restrictions
Lapse
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Which Restrictions
Lapse
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for Which Restrictions
Lapse
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–0–
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–0–
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–0–
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–0–
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All
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100%
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THIS AGREEMENT,
effective as of the Date of Grant set forth above, represents the
grant of Restricted Stock by Walter Investment Management
Corporation, a Maryland corporation (the “Company”), to
the Participant named above, pursuant to the provisions of the
Plan.
The Plan
provides a complete description of the terms and conditions
governing the Restricted Stock. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the
conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as
follows:
1. Acceptance of Award . The Participant shall have no
rights with respect to this Award unless he or she shall have
accepted this Award prior to the close of business on the Final
Acceptance Date specified above by: (a) making payment to the
Company by certified or bank check or other instrument acceptable
to the Committee of the Purchase Price per Restricted Stock , if
any, times the number of Restricted Shares to be accepted, and
(b) signing and delivering to the Company a copy of this
Agreement. Upon acceptance of this Award by the Participant,
certificates evidencing the Restricted Stock so accepted shall be
issued and held by the Company in escrow, and the
Participant’s name shall be entered as the shareholder of
record on the books of the Company. Thereupon, the
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Participant
shall have all the rights of a shareholder with respect to such
Restricted Stock, subject, however, to the restrictions and
conditions specified in this Agreement.
2. Service With the Company . Except as may otherwise
be provided in Sections 6 or 7, the Restricted Stock granted
hereunder is granted on the condition that the Participant
continues service to the Company as a member of the Board from the
Date of Grant through (and including) the Lapse of Restriction
Date, as set forth above (referred to herein as the “Period
of Restriction”).
This grant of
Restricted Stock shall not confer any right to the Participant (or
any other Participant) to be granted Restricted Stock or other
Awards in the future under the Plan.
3. Certificate Legend . Each certificate representing
shares of Restricted Stock granted pursuant to the Plan shall bear
the following legend:
“The sale
or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of
law, is subject to certain restrictions on transfer as set forth in
the Walter Investment Management Corporation 1999 Equity Incentive
Plan (the “Plan”), and in the associated Restricted
Stock Award Agreement. A copy of the Plan and such Restricted Stock
Award Agreement may be obtained from Walter Investment Management
Corporation.”
4. Removal of Restrictions . Except as may otherwise be
provided herein and in the Plan, the shares of Restricted Stock
granted pursuant to this Agreement shall become freely transferable
by the Participant on the date and in the amount set forth under
the Lapse of Restriction Dates above, subject to applicable federal
and state securities laws. Once shares of Restricted Stock are no
longer subject to any restrictions, the Participant shall be
entitled to have the legend required by Section 3 of this
Agreement removed from the applicable stock
certificates.
5. Voting
Rights and Dividends . During the Period of Restriction, the
Participant may exercise full voting rights and shall receive all
dividends and other distributions paid with respect to the shares
of Restricted Stock on a current basis, in the form and at such
time as dividends are paid on the Company’s outstanding
shares of Common Stock.
6. Termination of Service .
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(a)
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By Death or Disability
. If the
Participant’s service is terminated during the Period of
Restriction due to death or Disability, then the Participant shall
vest in a pro rata portion of the Award that relates to such Period
of Restriction. The pro rata Award shall equal the product of
(x) and (y) where (x) is the number of restricted
shares granted under this Agreement and (y) is a fraction, the
numerator of which is the number
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