Walter Investment Management Corp.
1999 Equity Incentive Plan
Nonqualified Option Award Agreement
Walter Investment Management Corp.
1999 Equity Incentive Plan
Nonqualified Option Award Agreement
You have been
selected to receive a grant of nonqualified Options pursuant to the
Walter Investment Management Corp. 1999 Equity Incentive Plan (the
“Plan”), as specified below:
Number of
Shares Covered by This Option:
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Portion
of
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Vesting
Date
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Options Vesting
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THIS AGREEMENT,
effective as of the Date of Grant set forth above, represents the
grant of a nonqualified Option 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 this Option. 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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Grant of Options
. The Company hereby
grants to the Participant an Option to purchase the number of
Shares set forth above, at the stated Option Price, which is one
hundred percent (100%) of the Fair Market Value of a Share on the
Date of Grant, in the manner and subject to the terms and
conditions of the Plan and this Agreement.
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2.
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Exercise of Option
. Except as hereinafter
provided, the Participant may exercise this Option at any time
after the Option vests (according to the vesting schedule set forth
above), provided that no exercise may occur subsequent to the close
of business on the Date of Expiration (as defined on page 1 of this
Agreement). This Option may be exercised in whole or in part, but
not for less than one hundred (100) Shares at any one time,
unless fewer than one hundred (100) Shares then remain subject
to the Option, and the Option is then being exercised as to all
such remaining Shares.
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3.
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Termination of Service
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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, the
portion of the Option not yet vested as of the date of death shall
become immediately vested and exercisable. The entire Option shall
remain exercisable at any time prior to its expiration date, or for
twelve (12) months after the date of death, whichever period
is shorter, by such person or persons as shall have been named as
the Participant’s beneficiary, or by such persons that have
acquired the Participant’s rights under the Options by will
or by the laws of descent and distribution.
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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, the portion of the Option not yet vested as
of the date of termination shall become immediately vested and
exercisable. The entire Option shall remain exercisable at any time
prior to its expiration date, or for twelve (12) months after
the date of termination, whichever period is shorter.
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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 options 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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iv)
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Act
of dishonesty resulting in or intending to result in personal gain
at the expense of the Company; or
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v)
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Engaging in any act that is
intended, or may be reasonably expected, to harm the reputation,
business prospects, or operations of the Company.
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For
purposes of this Section 3, no act or omission by the
Executive shall be considered “willful” unless it is
done or omitted in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of
the Company. Any act or failure to act based upon:
(i) authority given pursuant to a resolution duly adopted by
the Board; or (ii) advice of counsel for the Company, shall be
conclusively presumed to be done or omitted to be done by the
Executive in good faith and in the best interests of the
Company.
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(d)
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For Other Reasons
. Subject to the
Compensation and Human Resource Committee’s (the
“Committee”) discretion, if the employment of the
Participant shall terminate for any reason other than the reasons
set forth in this Section 3(a) through 3(c) herein, the portion of
the Option not yet vested as of the date of termination shall be
forfeited. The portion of the Option vested as of the effective
date of termination shall remain exercisable at any time prior to
its expiration date, or for twe
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