2009 Long-Term Incentive Award Plan of
Walter Investment Management Corp.
Restricted Stock Unit Award Agreement
2009 Long-Term Incentive Award Plan of
Walter Investment Management Corp.
Restricted Stock Unit Award Agreement
You have been
selected to receive a grant of Restricted Stock Units
(“RSUs”) pursuant to the 2009 Long-Term Incentive Award
Plan of Walter Investment Management Corp. (the “Plan”)
as specified below:
Vesting
Schedule : The RSUs shall
vest according to the following schedule:
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Date on Which
RSUs Vest
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Number of RSUs
Vested
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Cumulative Number of RSUs
Vested
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THIS AGREEMENT,
effective as of the Date of Grant set forth above, represents the
grant of RSUs by Walter Investment Management Corp., 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 grant of RSUs. 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:
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1.
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Employment With the
Company. Except as may otherwise be provided
in Section 5 or 6, the RSUs granted hereunder are granted on
the condition that the Participant remains an employee of the
Company from the Date of Grant through (and including) the
Settlement Date.
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This grant of RSUs shall not confer
any right to the Participant (or any other Participant) to be
granted RSUs or other Awards in the future under the
Plan.
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2.
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Timing of Payout
. Payout of all RSUs
shall occur as soon as administratively feasible after the earlier
of the Settlement Date, the Participant’s death or
disability, or a Change in Control unless a Participant irrevocably
elects to voluntarily defer the payout of RSUs to a specific date
or event as approved by the Compensation Committee and in
compliance with 409A.
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3.
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Form of Payout
. Vested RSUs will be
paid out solely in the form of shares of stock of the
Company.
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4.
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Voting Rights and Dividends
Equivalents . Until such time as the RSUs are
paid out in shares of Company stock, the Participant shall not have
voting rights. However, the Company will pay Dividend Equivalents
on the RSUs, in the form of cash at such time as dividends are paid
on the Company’s outstanding shares of Common
Stock.
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5.
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Termination of
Employment.
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(a)
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By Death. In the event the employment of the
Participant with the Company is terminated by reason of Death prior
to becoming partially or fully vested without restriction in all or
a portion of the RSUs, Participant shall become immediately fully
vested without restriction in all RSUs granted pursuant to this
Agreement.
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(b)
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By Disability.
In the event the
employment of the Participant with the Company is terminated by
reason of Disability prior to becoming partially or fully vested
without restriction in all or a portion of the RSUs, Participant
shall become immediately fully vested without restriction in all
RSUs granted pursuant to this Agreement.
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For
purposes of this Agreement, disability shall be defined as a
“permanent and total disability” within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended and such other disabilities, infirmities, afflictions or
conditions as the Committee by rule may include.
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(c)
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For Cause . In the event the employment of the
Participant with the Company is involuntarily terminated for Cause,
all vested and unvested RSUs shall be forfeited.
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For
purposes of this Agreement, Cause means the
Participant’s:
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i)
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Willful failure to substantially
perform the Executive’s duties with the Company (other than
any such failure resulting from the Executive’s Disability),
after a written demand for substantial performance is delivered to
the Executive that specifically identifies the manner in which the
Company believes that the Executive has not substantially performed
such duties, and the Executive has failed to remedy the situation,
to the extent possible, within fifteen (15) business days of
such written notice from the Company or such longer time as may be
reasonably required to remedy the situation, but no longer than
forty-five (45) calendar days;
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ii)
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Conviction of, or plea of guilty or
nolo contendere, to any felony which, in the discretion of the
Compensation and Human Resources Committee of the Company’s
Board of Directors, is materially injurious to the Company or its
reputation or which compromises the Executive’s ability to
perform the Executive’s job function, or any other crime
involving moral turpitude or the personal enrichment of the
Executive at the expense of the Company;
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iii)
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Willful violation of any of the
covenants contained in the Participant’s employment agreement
(e.g., Noncompete, Nonsolicitation, Confidentiality, etc.), as
applicable;
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