Form of 2009 Long-Term Incentive
Award Plan of
Walter Investment Management Corp.
Restricted Stock Unit Award Agreement
Mark O’Brien
2009
Long-Term Incentive Award Plan of
Walter Investment Management Corp.
Restricted Stock Unit Award Agreement
Mark O’Brien
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”); the terms and conditions set forth in the
Participant’s Employment Agreement dated December 23,
2008 (the “Employment Agreement”); the Second Amended
and Restated Agreement and Plan of Merger dated as of
February 6, 2009 among Walter Industries, Inc., JWH Holding
Company, LLC, Walter Investment Management LLC, and Hanover Capital
Mortgage Holdings, Inc. and amended as of February 17, 2009
(the “Merger Agreement”); and the terms and conditions
specified below:
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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Vesting. Upon the Date of Grant, the
Participant’s right to receive payout of the RSUs will be
fully vested and not subject to forfeiture.
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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, upon an involuntary termination of the
Participant’s employment for any reason other than for Cause
(as defined in the Participant’s employment agreement),
Participant’s separation from service (as defined under
Section 409A of the Internal Revenue Code), or a Change in
Control (as defined in Section 5 of this Agreement) unless the
Participant irrevocably elects to subsequently defer the payout of
RSUs (“Subsequent Deferral Election”). The Participant
may irrevocably elect to defer the receipt of RSUs
provided:
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(a)
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the
Subsequent Deferral Election will not take effect until at least
12 months after the date on which it is made;
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(b)
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the
Subsequent Deferral Election must be to defer receipt of the stock
for at least 5 years from the date the Participant would otherwise
receive the stock had the Participant not made the Subsequent
Deferral Election, and
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2
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(c)
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the
Subsequent Deferral Election must be made not less than
12 months before the Participant would otherwise receive the
stock had the Participant not made the Subsequent Deferral
Election.
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Notwithstanding the terms of the
Employment Agreement, the Company and the Participant agree that
the Settlement Date shall be April 17, 2012, as required by
the terms of the Merger Agreement.
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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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Change in Control.
For purposes of this
Agreement, a Change of Control shall be defined as a change the
ownership of the corporation, a change in the effective control of
the corporation, or a change in the ownership of a substantial
portion of the assets of the corporation within the meaning of
Treas. Re
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