Exhibit 10.2
FIELDSTONE INVESTMENT CORPORATION
EQUITY INCENTIVE PLAN
PERFORMANCE SHARE
AGREEMENT
Fieldstone Investment Corporation
(the “Company”), hereby grants performance shares
relating to shares of its common stock (the “Stock”),
to the individual named below as the Holder, subject to the terms
and conditions set forth in this cover sheet, in the attachment and
in the Company’s Equity Incentive Plan (the
“Plan”).
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Grant Date :
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Name of Holder :
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Performance Period :
Performance Goal
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Return on Equity for the
Performance Period (ROE)
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Number of Performance
Shares (*)
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Minimum
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%
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Target
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%
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Maximum
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%
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*No Performance Shares will be earned if the
minimum ROE is not attained. The number of Performance Shares
that may be earned for ROE values between the Minimum and Target,
and between the Target and Maximum, will be determined by
interpolation. In no event may you earn more than the Maximum
number of Performance Shares. Performance Shares earned are
at risk of forfeiture according to the Time-Based Vesting
Requirement.
Time-Based Vesting Requirement
(subject to your continued Service)
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Vesting Date
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Vesting Percentage Based on
Continued Service
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Dividend Equivalents. Dividends Equivalents will be earned once
the minimum Performance Goal is met. Dividends equivalents
will accrue, and will be paid when the Performance Shares become
vested (subject to applicable withholding taxes). No earnings
or interest are paid on Dividend Equivalents.
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed
the Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be
inconsistent.
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Company:
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(Signature)
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Title:
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Attachment
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Performance Shares/
Transferability
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This grant is an award of performance shares,
subject to the vesting conditions described below (the
“Performance Shares”). Your Performance Shares may not
be transferred, assigned, pledged or hypothecated, whether by
operation of law or otherwise, nor may the Performance Shares be
made subject to execution, attachment or similar
process.
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Number of Performance Shares
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The number of Performance Shares that you may
earn is based on the Company’s achievement of the Performance
Goals, as set forth on the cover sheet. You will not be
entitled to any Performance Shares unless the minimum Performance
Goal for the Performance Period (as set forth on the cover sheet)
is met or exceeded.
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If, as a result of a material restatement of the
Company’s financial results for all or a portion of the
Performance Period that occurs after the close of the Performance
Period but prior to March 31, 2009 (a
“Restatement”), the Company’s ROE for the
Performance Period (giving effect to the Restatement) differs from
the Company’s ROE for the Performance Period without giving
effect to the Restatement, then the number of Performance Shares
that you may earn shall be determined based on the Company’s
ROE giving effect to the Restatement.
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Vesting
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If the minimum Performance Goal is met, the
number of Performance Shares indicated on the cover sheet for the
level of Performance Goal achieved will be earned. However,
earned Performance Shares are subject to forfeiture if your Service
terminates prior to vesting according to the Vesting
Schedule set forth on the cover sheet. No Performance
Shares will vest after your Service has terminated for any
reason.
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Delivery of Stock Pursuant to Vested Performance
Shares
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A certificate for all of the shares of Stock
represented by the earned and vested Performance Shares (which
shares of Stock will be rounded down to the nearest number of whole
shares) will be delivered to you on or immediately after you have
vested in such Performance Shares provided, that, if vesting occurs
during a period in which you are (i) subject to a lock-up agreement
restricting your ability to sell shares of Stock in the open market
or (ii) restricted from selling shares of Stock in the open market
because you are not then eligible to sell under the Company’s
insider trading or similar plan as
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