EXHIBIT 10.27
December 10, 2008
Mr. Douglas B. Hansen
13 Peninsula Road
Belvedere, CA 94920
Re: Transition Agreement
Dear Doug:
This letter agreement (the “
Agreement ”) confirms the agreement between you and
Redwood Trust, Inc. (the “ Company ”) with
respect to your transition from serving as an officer of the
Company to serving solely as a non-employee member of the Board of
Directors of the Company (the “ Board ”). This
Agreement also serves to amend the terms and conditions of certain
outstanding stock options and deferred stock awards granted to you
pursuant to the 2002 Redwood Trust, Inc. Incentive Stock Plan to
reflect your transition to non-employee director.
You acknowledge and agree that you
will resign from your position as President of the Company
effective as of 11:59 pm Pacific Standard Time on December 31,
2008, and that you will retire from employment with the Company
effective as of 11:59 pm Pacific Standard Time on January 1, 2009.
Such retirement on January 1, 2009 shall constitute a termination
of your employment pursuant to Section 6(e) of that certain
Employment Agreement dated April 7, 2003, by and between you and
the Company, as amended.
Through the date of your retirement
on January 1, 2009, the Company will continue to provide you with
your base salary and standard employee benefits. You will be
eligible for a 2008 annual bonus at a percentage equal to the
percentage received by George Bull. You will not, however, be
eligible to receive an executive equity incentive grant at the end
of 2008.
Although you will not be eligible to
receive an executive equity incentive grant at the end of 2008, you
will be eligible to receive an annual director equity grant in May
2009 equal to that awarded other non-employee members of the Board.
You will also be entitled to continued indemnification protection
by the Company with respect to your service as a director and as an
officer of the Company.
Exhibit A attached hereto sets forth
each outstanding Stock Option Grant (the “ Options
”) and each Deferred Stock Award Agreement (“
Deferred Stock Awards ,” and together with the
Options, the “ Awards ”) which the Company has
granted to you.
Deferred Stock Awards.
This Agreement serves to amend the
vesting provisions of your Deferred Stock Awards to reflect your
transition to a role as a non-employee member of the Board.
Accordingly, each Deferred Stock Award is hereby amended to provide
that it shall become fully vested effective on January 1, 2009. In
particular, Section 3 of each Deferred Stock Agreement is hereby
amended to provide that all unvested Award Shares (as such term is
defined in the Deferred Stock Agreements) are fully vested as of
January 1, 2009. For the avoidance of doubt, for
purposes
