a102-firstamendedfinance






  1    FIRST AMENDED FINANCE OF AMERICA COMPANIES INC.  EMPLOYEE STOCK PURCHASE PLAN  The board of directors of Finance of America Companies Inc., a Delaware corporation,  adopted the Finance of America Companies Inc. Employee Stock Purchase Plan on November 10,  2021, as amended August 15, 2022 (such plan, as may be amended and/or restated from time to  time, the “Plan”). The effective date of the Plan shall be November 10, 2021 (the “Effective Date”),  and the Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan  at any time pursuant to Section 10.1 hereof, until all of the shares of Company Stock authorized  under the Plan have been purchased according to the Plan’s provisions.  ARTICLE 1  PURPOSE OF THE PLAN  The Company has determined that it is in its best interests to provide an incentive to attract  and retain employees and to increase morale by providing a program through which employees  may acquire a proprietary interest in the Company through the purchase and issuance of shares of  Company Stock. The Plan shall permit Participants to purchase shares of Company Stock through  payroll deductions and, subject to the terms and conditions set forth herein, Participants will be  eligible to receive restricted stock units under and pursuant to the Company’s 2021 Omnibus  Incentive Plan through a Company matching program. Participation in the Plan is entirely  voluntary and neither the Company nor any of its Subsidiaries makes any recommendations to  Participants as to whether they should participate in the Plan. The Plan is not intended to be an  employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended,  nor is the Plan intended to qualify as an “employee stock purchase plan” under Section 423 of the  Code.  ARTICLE 2  DEFINITIONS  Capitalized terms used herein without definition shall have the respective meanings set forth  below:  2.1 ACCOUNT. “Account” means the bookkeeping entry maintained by the Company  on behalf of each Participant for the purpose of accounting for all Participant Contributions  credited to the Participant pursuant to the Plan.  2.2 APPLICABLE LAW. “Applicable Law” means each applicable law, rule,  regulation and requirement, including, but not limited to, each applicable U.S. federal, state or  local law, any rule or regulation of the applicable securities exchange or inter-dealer quotation  system on which the securities of the Company may be listed or quoted and each applicable law,  rule or regulation of any other country or jurisdiction where equity or equity-based awards are, or  will be, purchased or granted hereunder, as each such law, rule and regulation shall be in effect  from time to time. References to any applicable laws, rules and regulations, including references  to any sections or other provisions of applicable laws, rules and regulations, also refer to any  successor or amended provisions thereto unless the Committee determines otherwise. Further,  





 






  2    references to any section of a law shall be deemed to include any regulations or other interpretive  guidance under such section, unless the Committee determines otherwise.   2.3 AWARD AGREEMENT. “Award Agreement” has the meaning set forth in the  2021 Omnibus Incentive Plan.   2.4 BASE EARNINGS. “Base Earnings” means, unless otherwise determined by the  Committee, a Participant’s cash earnings, including base salary, wages, bonuses, commissions and  other forms of cash incentive compensation (but excluding gifts, prizes, awards, relocation  payments, severance, tips, gratuities, or similar elements of compensation).     2.5 BOARD. “Board” means the board of directors of the Company.  2.6 BROKER. “Broker” means the financial institution designated by the Company to  act as Broker for the Plan.  2.7 CODE. “Code” means the Internal Revenue Code of 1986, as amended, and the  regulations promulgated thereunder.  2.8 COMMITTEE. “Committee” means the Compensation Committee of the Board,  which has authority to administer the Plan pursuant to Article 8.  All references to the Committee  in the Plan shall include any administrator to which the Committee has delegated any part of its  responsibilities and powers pursuant to Section 8.1(c).  2.9 COMPANY. “Company” means Finance of America Companies Inc., and any  successor thereto.  2.10 COMPANY STOCK. “Company Stock” means Class A common stock of the  Company, par value $0.0001 per share.  2.11 ELIGIBLE PERSON. “Eligible Person” means any employee of a Participating  Company, except any employee who is (i) subject to the disclosure requirements of Section 16(a)  of the Exchange Act (unless otherwise determined by the Committee or otherwise provided in the  Plan), or (ii) less than twenty-one (21) years of age. Notwithstanding the foregoing, persons  determined by the Committee not to be Eligible Persons shall not be treated as “Eligible Persons”  for purposes of this Plan.  2.12 EXCHANGE ACT. “Exchange Act” means the Securities Exchange Act of 1934,  as amended.  2.13 END DATE. “End Date” means, with respect to each Offering Period, the last day  of the Offering Period.  2.14 OFFERING PERIOD. “Offering Period” means any period with respect to which  a right to purchase shares of Company Stock hereunder (“Purchase Rights”) may be granted.   Unless otherwise determined by the Committee, each Offering Period shall be six months,  commencing on each January 1st and July 1st on or following the Effective Date. Notwithstanding  





 






  3    the foregoing, the Committee shall have the power to change the frequency and duration of the  Offering Periods as it deems appropriate from time to time.   2.15 OMNIBUS INCENTIVE PLAN. “Omnibus Incentive Plan” means the Finance of  America Companies Inc. 2021 Omnibus Incentive Plan (as may be amended or restated from time  to time).  2.16 PARTICIPANT. “Participant” means an Eligible Person who has become a  participant in the Plan in accordance with Section 3.2.  2.17 PARTICIPANT CONTRIBUTIONS. “Participant Contributions” shall have the  meaning ascribed to such term in Section 4.1.  2.18 PARTICIPATING COMPANY. “Participating Company” means the Company  and, to the extent designated by the Committee as a Participating Company, any present or future  Subsidiary of the Company.  2.19 PAYROLL PERIOD. “Payroll Period” means the pay periods coinciding with the  Participating Company’s payroll practices, as revised from time to time.  2.20 PERSON. “Person” means any individual, entity, or group (within the meaning of  section 13(d)(3) or 14(d)(2) of the exchange act).  2.21 QUALIFYING EMPLOYMENT. “Qualifying Employment” means employment  with any Participating Company.  2.22 RESTRICTED STOCK UNITS. “Restricted Stock Units” has the meaning given  to such term in the Omnibus Incentive Plan (or successor plan thereto).  2.23 SECURITIES ACT. “Securities Act” means the securities act of 1933, as amended,  and any successor thereto. Reference in the plan to any section of (or rule promulgated under) the  securities act shall be deemed to include any rules, regulations, or other interpretative guidance  under such section or rule, and any amendments or successor provisions to such section, rules,  regulations, or guidance.  2.24 SHARE ACCOUNT. “Share Account” means the account maintained by the  Broker on behalf of each Participant for the purpose of accounting for Company Stock purchased  by the Participant pursuant to the Plan.  2.25 START DATE. “Start Date” means, with respect to each Offering Period, the first  day of the Offering Period.  2.26 SUBSIDIARY. “Subsidiary” means, with respect to any specified Person:  (i) any corporation, association, or other business entity of which more than  50% of the total voting power of shares of such entity’s voting securities (without regard  to the occurrence of any contingency and after giving effect to any voting agreement or  stockholders’ agreement that effectively transfers voting power) is at the time owned or  





 






  4    controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries  of that Person (or a combination thereof); and  (ii) any partnership (or any comparable foreign entity) (A) the sole general  partner (or functional equivalent thereof) or the managing general partner of which is  such Person or Subsidiary of such Person or (B) the only general partners (or functional  equivalents thereof) of which are that Person or one or more Subsidiaries of that Person  (or any combination thereof).  ARTICLE 3  ELIGIBILITY AND PARTICIPATION  3.1 ELIGIBILITY. Unless otherwise determined by the Committee, any Eligible  Person shall be eligible to participate in the Plan. For purposes of participation in the Plan, an  individual who is on leave of absence from such individual’s employment with a Participant  Company shall be deemed to be employed for the first 90 days of such leave of absence and such  individual’s employment shall be deemed to have terminated at the close of business on the 90th  day of such leave of absence unless such individual shall have returned to regular full-time or part  time employment (as the case may be) prior to the close of business on such 90th day or unless  such individual has a right to reemployment that is guaranteed either by statute or contract  (including, for avoidance of doubt, any guaranteed right to reemployment provided under any non  U.S. law, contract or policy). Termination by the applicable Participating Company of any  individual’s leave of absence, other than termination of such leave of absence on return to full- time or part-time employment, shall terminate such individual’s employment for all purposes of  the Plan and shall terminate such individual’s participation in the Plan, unless such individual has  a right to reemployment that is guaranteed either by statute or contract.  3.2 PARTICIPATION. An Eligible Person who has satisfied the eligibility  requirements of Section 3.1 may become a Participant in the Plan by completing an authorization  for Participant Contributions on the form to be provided by the Company (and such other  documents as may be required by the Committee) and delivering such forms and documents to the  Company or an agent designated by the Company on or before the date set therefor by the  Committee, which date shall be prior to the Start Date of the applicable Offering Period (the  “Enrollment Procedures”).   3.3 SPECIAL RULES. In the event that a person is excluded from participation in the  Plan and a court of competent jurisdiction determines that the person is eligible to participate in  the Plan, the person shall be treated as an Eligible Person only from the date of the court’s  determination and shall not be entitled to retroactive participation in the Plan.  ARTICLE 4  PARTICIPANT CONTRIBUTIONS  4.1 PARTICIPANT ELECTION. Pursuant to the Enrollment Procedures, each  Participant shall designate the amount of payroll deductions, solely on an after-tax basis to be made  from his or her paycheck (“Participant Contributions”) to purchase shares of Company Stock under  the Plan. Participant Contributions shall be designated in whole percentages of Base Earnings, up  





 






  5    to a maximum of 15%. Notwithstanding the foregoing, in no event may the aggregate amount of  Participant Contributions for any calendar year exceed $50,000 per Participant (unless otherwise  determined by the Committee). The amount so designated by the Participant shall continue until  terminated or altered in accordance with Section 4.2 below.   4.2 CHANGES IN ELECTION; WITHDRAWAL; TERMINATION.   (a) Change in Payroll Deductions. A Participant may withdraw, terminate or  discontinue participation in the Plan at any time as provided in Section 4.2(b) and Section 4.2(c)  hereof. However, a Participant may not alter decrease or increase the rate of his or her Participant  Contributions for a specific Offering Period during such Offering Period. For the sake of clarity, a  Participant may elect to alter the rate of his or her Participant Contributions for the Offering Period  following the Offering Period in which such election to change occurs. Such election to change  shall be made by delivering to the Company or an agent designated by the Company a new,  completed authorization form (and such other documents as may be required by the Committee).  Any such new election shall remain in effect until subsequently modified by the Participant  pursuant to this Section 4.2.  (b) Withdrawal. A Participant may withdraw Participant Contributions credited  to the Participant’s account during an Offering Period at any time prior to the last day of such  Offering Period by giving sufficient prior written notice to the Company or an agent designated  by the Company. Given sufficient prior written notice, all of the Participant Contributions  previously credited to the Participant’s account which have not already been used to purchase  shares of Company Stock will be paid to the Participant promptly (without interest, unless  otherwise required by Applicable Law) after receipt of the Participant’s notice of withdrawal, and  no further Participant Contributions will be made during such Offering Period. The Company may,  at its option, treat any attempt to borrow by a Participant on the security of such Participant’s  accumulated Participant Contributions as an election to withdraw such Contributions. A  Participant’s withdrawal from any Offering Period will not have any effect upon the Participant’s  eligibility to participate in any subsequent Offering Period or in any similar plan which may  hereafter be adopted by the Company. Notwithstanding the foregoing, if a Participant withdraws  during an Offering Period, Participant Contributions shall not resume at the beginning of a  succeeding Offering Period, unless the Participant is eligible to participate and the Participant  delivers to the Company or an agent designated by the Company a new, completed authorization  form (and such other documents as may be required by the Committee) and otherwise complies  with the terms of the Plan.  (c) Termination of Employment; Participant Ineligibility. Upon termination of  a Participant’s employment for any reason (including but not limited to termination due to death  but excluding a leave of absence for a period of less than 90 days or a leave of absence of any  duration where reemployment is guaranteed by either statute or contract), or in the event that a  Participant otherwise ceases to be an Eligible Person, the Participant’s participation in the Plan  shall be terminated, unless otherwise required by Applicable Law. In the event of a Participant’s  termination of employment or in the event that a Participant otherwise ceases to be an Eligible  Person, the Participant Contributions credited to the Participant’s account, which have not already  been used to purchase shares of Company Stock, will be returned (without interest, unless  otherwise required by Applicable Law) to the Participant, or, in the case of death, to a beneficiary  





 






  6    duly designated on a form acceptable to the Committee, and the Participant shall not be entitled to  any shares of Company Stock or Match RSUs (as defined below) in respect of such Participant  Contributions.  4.3 PARTICIPANT ACCOUNTS. The Company shall establish and maintain a  separate Account for each Participant. The amount of each Participant’s Participant Contributions  shall be credited to his or her Account. No interest shall accrue at any time for any amount credited  to an Account of a Participant.  ARTICLE 5  PURCHASE OF STOCK; FRACTIONAL SHARES  5.1 PURCHASE OF COMPANY STOCK; FRACTIONAL SHARES.   (a) Purchase of Company Stock. From the fifteenth through the twentieth  calendar days of each month following the end of each month during the Offering Period (to the  extent the 15th through 20th calendar days fall on a weekend or holiday, the purchase dates shall  be adjusted to the next consecutive trading days), the amount credited to a Participant’s Account  shall be transferred by the Participating Company to the Broker, and the Plan shall cause the Broker  to use such amount to purchase shares of Company Stock on the open market on the Participant’s  behalf (such shares, the “ESPP Shares”). With respect to each Offering Period, each monthly  period upon which shares of Company Stock are purchased on the open market in accordance  herewith shall hereinafter be referred to as a “Purchase Date.” Any balance remaining after the  purchase shall be credited to the Participant’s Account and will be automatically re-invested in a  subsequent Offering Period, unless the Participant timely revokes such Participant’s authorization  to re-invest such excess amounts or the Company elects to return such Participant Contributions  to the Participant.  (b) Fractional Shares. Fractional shares will be issued under the Plan, unless  otherwise determined by the Committee.  5.2 FEES AND COMMISSIONS. The Company shall pay the Broker’s administrative  charges for opening the Share Accounts for the Participants and the brokerage commissions on  purchases made that are attributable to the vesting and settlement of Match RSUs and the purchase  of shares of Company Stock with Participant Contributions. Participants shall pay all other  expenses of their Share Account, including but not limited to the Broker’s fees attributable to the  issuance of certificates for any and all shares of Company Stock held in a Participant’s Share  Account. Participants shall also pay the brokerage commissions and any charges associated with  the sale of Company Stock held in the Participant’s Share Account.  ARTICLE 6  COMPANY MATCH  6.1 ELIGIBILITY TO RECEIVE MATCH RSUS; MATCH FORMULA. With respect  to each Offering Period, each Participant who remains employed through the end of the Offering  Period and applicable grant date shall be eligible to receive a grant of Restricted Stock Units  pursuant to, and in accordance with the Omnibus Incentive Plan (“Match RSUs”), subject to the  terms and conditions set forth herein. The number of Match RSUs to be granted to the Participant  





 






  7    with respect to each Offering Period in which the Participant participates shall equal the product  of (x) 20% and (y) the aggregate number of ESPP Shares purchased on each Purchase Date that  occurred with respect to the Offering Period (the “Match Formula”).  6.2 AWARD AGREEMENT. Any such Match RSUs shall be granted to the Participant  as soon as practicable following the last day of the Offering Period (subject to the Participant’s  continued employment through the end of the Offering Period and the applicable grant date).  Notwithstanding anything herein to the contrary, the grant of Match RSUs hereunder shall be  contingent upon, if so required by the Committee, the Participant’s execution or acceptance of an  Award Agreement evidencing the grant of the Match RSUs, substantially in the form attached  hereto as Exhibit A; provided, that the Committee may make such changes to the form of Award  Agreement for any particular grant of Match RSUs as the Committee may determine.  6.3 VESTING; SETTLEMENT. Unless otherwise provided in the Award Agreement,  (i) the Match RSUs shall be fully vested as of the date of grant, and (ii) shall be settled in  accordance with the terms of the Award Agreement.   ARTICLE 7  TERMINATION OF EMPLOYMENT  In the event that a Participant’s employment with the Participating Company terminates  for any reason, the Participant will cease to be a Participant in the Plan as of the date of termination  of employment. All cash in the Participant’s Account will be paid to the Participant. The Broker  may continue to maintain the Participant’s Share Account on behalf of the Participant; however,  the Participant’s Share Account will cease to be administered under or have any other affiliation  with the Plan. As of the date of termination of employment, as applicable, the Participant shall pay  for any and all expenses and costs related to his or her Share Account, including but not limited to  the brokerage commissions on purchases of shares of Company Stock made on or after the date of  termination and any other fees, commissions, or charges for which the Participant would otherwise  have been responsible for if he or she had continued to be a Participant in the Plan.  ARTICLE 8  PLAN ADMINISTRATION  8.1 PLAN ADMINISTRATION.  (a) The Plan shall be administered by the Committee, unless the Board elects  to assume administration of the Plan in whole or in part. References to the “Committee” include  the Board if it is acting in an administrative capacity with respect to the Plan. Committee members  shall be intended to qualify as “independent directors” (or terms of similar meaning) if and to the  extent required under Applicable Law. However, the fact that a Committee member shall fail to  qualify as an independent director shall not invalidate any Purchase Right or other action taken by  the Committee under the Plan.  (b) In addition to action by meeting in accordance with Applicable Law, any  action of the Committee may be taken by a written instrument signed by all of the members of the  Committee and any action so taken by written consent shall be as fully effective as if it had been  taken by a majority of the members at a meeting duly held and called. Subject to the provisions of  





 






  8    the Plan and Applicable Law, the Committee shall have full and final authority, in its discretion,  to take any action with respect to the Plan, including, without limitation, the following: (i) to  establish, amend and rescind rules and regulations for the administration of the Plan; (ii) to  prescribe the form(s) of any agreements or other instruments used in connection with the Plan; (iii)  to determine the terms and provisions of the Purchase Rights, ESPP Shares, and Match RSUs; (iv)  to determine eligibility and adjudicate all disputed claims filed under the Plan; (v) reconcile any  inconsistency in, correct any defect in, and/or supply any omission in the Plan and any instrument  or agreement relating to, or Purchase Rights granted under, the Plan; (vi) to construe and interpret  the Plan, Award Agreements, the rules and regulations of the Plan, and any other agreements or  other written instruments contemplated hereby, and (vii) to make all other determinations that the  Committee determines to be necessary or advisable for the administration of the Plan.  (c) Every finding, decision and determination made by the Committee will, to  the full extent permitted by Applicable Law, be final and binding upon all parties. Except to the  extent prohibited by the Plan or Applicable Law, and subject to such terms and conditions as may  be established by the Committee, the Committee may appoint one or more agents to assist in the  administration of the Plan and may delegate any part of its responsibilities and powers to any such  person or persons appointed by it. No member of the Board or Committee, as applicable, shall be  liable while acting as administrator for any action or determination made in good faith with respect  to the Plan or any Purchase Right granted thereunder.  8.2 LIMITATION ON LIABILITY. No employee, officer, member of the Board or  Committee, or designated agent of the Board or Committee shall be subject to any liability with  respect to his or her duties under the Plan unless the person acts fraudulently or in bad faith. To  the extent permitted by law, the Company shall indemnify each member of the Board or Committee  and their designated agents, and any other employee or officer with duties under the Plan who was  or is a party, or is threatened to be made a party, to any threatened, pending or completed  proceeding, whether civil, criminal, administrative, or investigative, by reason of the person’s  conduct in the performance of his or her duties under the Plan.  ARTICLE 9  COMPANY STOCK  9.1 OPEN MARKET PURCHASES; SHARES UNDER OMNIBUS INCENTIVE  PLAN. All ESPP Shares shall be purchased on the open market, and the maximum number of  shares of Company Stock that may be purchased under the Plan as ESPP Shares pursuant to  Participant Contributions is 2,500,000 shares. All Match RSUs shall be issued under, and in  accordance with, the Omnibus Incentive Plan and shall, accordingly, count against the Absolute  Share Limit (as defined in the Omnibus Incentive Plan) in accordance with Section 5(b) and  Section 5(c) of the Omnibus Incentive Plan.    9.2 RIGHTS AS A STOCKHOLDER. No Participant or other person shall have any  rights as a stockholder unless and until certificates for shares of Company Stock are issued to the  Participant or such shares are credited to the Participant’s Share Account.  9.3 ADJUSTMENTS. In the event of any merger, reorganization, consolidation,  Change in Control (as defined in the Omnibus Incentive Plan), recapitalization, liquidation, stock  





 






  9    dividend, split-up, spinoff, stock split, reverse stock split, share combination, share exchange,  extraordinary dividend, or any change in the corporate structure affecting the shares of Company  Stock, such adjustment shall be made in the number and kind of shares of Company Stock that  may be purchased under the Plan as set forth in Section 9.1 and provisions of the Plan may be  adjusted, as may be determined to be appropriate and equitable by the Committee, in its sole  discretion. The decision by the Committee regarding any such adjustment shall be final, binding  and conclusive.  For the avoidance of doubt, this Section 9.3 is not intended to limit Section 11 of  the Omnibus Incentive Plan, which is applicable to the Match RSUs.   9.4 CHANGE IN CONTROL. In addition, without limiting the effect of Section 9.3,  in the event of a Change in Control, the Committee’s discretion shall include, but shall not be  limited to, the authority to provide for any of, or a combination of any of, the following: (i) each  Purchase Right shall be assumed (including the right to receive Match RSUs) or an equivalent  purchase right (including the matching component) shall be substituted by the successor entity or  parent or subsidiary of such successor entity; (ii) a date selected by the Committee on or before  the date of consummation of such Change in Control shall be treated as a Purchase Date and all  outstanding Purchase Rights shall be exercised and any Matching RSUs in respect thereof shall be  granted on such date; (iii) all outstanding Purchase Rights shall terminate and the accumulated  Participant Contributions will be refunded to each Participant upon or prior to the Change in  Control (without interest, unless otherwise required by Applicable Law); or (iv) outstanding  Purchase Rights (including the right to receive Match RSUs) shall continue unchanged. For the  avoidance of doubt, this Section 9.4 is not intended to limit Section 11 of the Omnibus Incentive  Plan, which is applicable to the Match RSUs.  ARTICLE 10  MISCELLANEOUS MATTERS  10.1 AMENDMENT AND TERMINATION. The Board reserves the right to amend,  modify, or terminate the Plan at any time; provided that approval of an amendment to the Plan by  the stockholders of the Company shall be required to the extent, if any, that stockholder approval  of such amendment is required by Applicable Law. Upon termination of the Plan, all cash in the  Participant’s Account will be paid to the Participant. The Broker may continue to maintain the  Participant’s Share Account on behalf of the Participant; however, the Participant’s Share Account  will cease to be administered under or have any other affiliation with the Plan, and the Participant  shall thereafter be responsible for any and all expenses and costs related to his or her Share  Account. Notwithstanding the foregoing, no such amendment or termination shall affect rights  previously granted, nor may an amendment make any change in any right previously granted, in  each case, which would which materially and adversely affect the rights of any Participant without  the consent of such Participant.  10.2 TAX WITHHOLDING. The Company (or other Participating Company, as  applicable) shall have the right to deduct from all amounts payable or provided to a Participant  (whether under this Plan or otherwise) any taxes required by law to be withheld in respect of  amounts payable or provided under this Plan.  





 






  10    10.3 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned,  transferred, or alienated, whether voluntarily or involuntarily, except as expressly permitted in this  Plan. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect.  10.4 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary  undertaking on the part of the Participating Company and shall not be deemed to constitute a  contract between the Participating Company and any Eligible Person or to be consideration for, or  an inducement to, or a condition of, the employment of any Eligible Person. Nothing contained in  the Plan shall be deemed to give the right to any Eligible Person to be retained as an employee of,  or otherwise by, the Participating Company or to interfere with the right of the Participating  Company to discharge any Eligible Person at any time.  10.5 GOVERNING LAW. To the extent not preempted by Federal law, the Plan shall  be construed in accordance with and governed by the laws of the State of Delaware, excluding any  conflicts or choice of law rule or principle that might otherwise refer construction or interpretation  of this Plan to the substantive law of another jurisdiction.  10.6 NON-BUSINESS DAYS. When any act under the Plan is required to be performed  on a day that falls on a Saturday, Sunday or legal holiday, that act shall be performed on the next  succeeding day which is not a Saturday, Sunday or legal holiday.  10.7 COMPLIANCE WITH RECOUPMENT, OWNERSHIP AND OTHER POLICIES  OR AGREEMENTS. Notwithstanding anything in the Plan to the contrary, the Committee may,  at any time (during or following termination of employment or service for any reason), determine  that a Participant’s rights, payments and/or benefits with respect to a Purchase Right (including  but not limited to any shares issued or issuable with respect to a Purchase Right) and Match RSUs  (including but limited to any shares issued upon settlement of Match RSUs) shall be subject to  reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events,  in addition to any other conditions applicable to a Purchase Right or Match RSUs. Such events  may include, but shall not be limited to, termination of employment for cause, violation of policies  of the Company or an affiliate, breach of non-solicitation, non-competition, confidentiality, non- disparagement or other covenants, other conduct by the Participant that is determined by the  Committee to be detrimental to the business or reputation of the Company, or any affiliate, and/or  other circumstances where such reduction, cancellation, forfeiture or recoupment is required by  Applicable Law. In addition, without limiting the effect of the foregoing, as a condition to the grant  of a Purchase Right, Match RSUs, or receipt or retention of shares of Company Stock, cash or any  other benefit under the Plan, (i) the Committee may, at any time, require that a Participant comply  with any compensation recovery (or “clawback”), stock ownership, stock retention or other  policies or guidelines adopted by the Company or an affiliate, each as in effect from time to time  and to the extent applicable to the Participant, and (ii) each Participant shall be subject to such  compensation recovery, recoupment, forfeiture or other similar provisions as may apply under  Applicable Law.  10.8 COMPLIANCE WITH APPLICABLE LAW. The Company may impose such  restrictions on Purchase Rights, shares of Company Stock and any other benefits underlying  Purchase Rights hereunder as it may deem advisable, including without limitation restrictions  under the federal securities laws, the requirements of any stock exchange or similar organization  





 






  11    and any blue sky, state or foreign securities or other Applicable Law. Notwithstanding any other  Plan provision to the contrary, the Company shall not be obligated to issue, deliver or transfer  shares of Company Stock under the Plan or take any other action, unless such delivery or action is  in compliance with Applicable Law (including but not limited to the requirements of the Securities  Act). The Company will be under no obligation to register shares of Company Stock or other  securities with the Securities and Exchange Commission or to effect compliance with the  exemption, registration, qualification or listing requirements of any state securities laws, stock  exchange or similar organization, and the Company will have no liability for any inability or failure  to do so. The Company may cause a restrictive legend or legends to be placed on any certificate  issued pursuant to a Purchase Right hereunder in such form as may be prescribed from time to  time by Applicable Law or as may be advised by legal counsel.       





 






  A- 1  EXHIBIT A  RESTRICTED STOCK UNIT GRANT NOTICE  UNDER THE  FINANCE OF AMERICA COMPANIES INC.  2021 OMNIBUS INCENTIVE PLAN  (Employee Restricted Stock Units)  Finance of America Companies Inc., a Delaware corporation (the “Company”), pursuant  to its 2021 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”),  hereby grants to the Participant set forth below, the number of Restricted Stock Units set forth below.  The  Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted  Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior  grant), and in the Plan, all of which are incorporated herein in their entirety.  Capitalized terms not otherwise  defined herein shall have the meaning set forth in the Plan.    Participant: [●]  Date of Grant:  [●]  Number of   Restricted Stock Units:  [●]    Vesting Schedule: The Restricted Stock Units shall be fully vested as of the Date of  Grant.      * * *  





 






    Error! Unknown document property name. A-2  THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS  RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT  AGREEMENT, THE FINANCE OF AMERICA COMPANIES INC. EMPLOYEE STOCK  PURCHASE PLAN (AS MAY BE AMENDED AND/OR RESTATED FROM TIME TO  TIME) (THE “ESPP”), THE PLAN, AND, AS AN EXPRESS CONDITION TO THE  GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY  THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE  RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN. THE RESTRICTED  STOCK UNITS SHALL BE FORFEITED FOR NO CONSIDERATION AS OF THE  THIRTIETH (30TH) DAY FOLLOWING THE DATE OF GRANT IN THE EVENT THE  UNDERSIGNED PARTICIPANT DOES NOT EXECUTE AND RETURN A COPY OF  THIS RESTRICTED STOCK UNIT GRANT NOTICE TO THE COMPANY WITHIN  THIRTY (30) DAYS FOLLOWING THE DATE OF GRANT.  FINANCE OF AMERICA COMPANIES INC. PARTICIPANT1    _______________________________________  ________________________________  By: [●]      [●]  Title:  [●]       1  To the extent that the Company has established, either itself or through a third-party plan  administrator, the ability to accept this award electronically, such acceptance shall  constitute the Participant's signature hereto.  





 






  A-3  Error! Unknown document property name.  RESTRICTED STOCK UNIT AGREEMENT  UNDER THE  FINANCE OF AMERICA COMPANIES INC.  2021 OMNIBUS INCENTIVE PLAN  Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the  Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit Agreement  (this “Restricted Stock Unit Agreement”) and the Finance of America Companies Inc. 2021 Omnibus  Incentive Plan, as it may be amended and restated from time to time (the “Plan”), Finance of America  Companies Inc., a Delaware corporation, (the “Company”) and the Participant agree as follows.  Capitalized  terms not otherwise defined herein shall have the same meaning as set forth in the Plan.     1. Grant of Restricted Stock Units.  Subject to the terms and conditions set forth  herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units  provided in the Grant Notice (with each Restricted Stock Unit representing an unfunded, unsecured right  to receive one share of Common Stock).  The Company may make one or more additional grants of  Restricted Stock Units to the Participant under this Restricted Stock Unit Agreement by providing the  Participant with a new grant notice, which may also include any terms and conditions differing from this  Restricted Stock Unit Agreement to the extent provided therein.  The Company reserves all rights with  respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to  grant additional Restricted Stock Units.   2. Vesting.  The Restricted Stock Units shall be fully vested as of the Date of Grant.     3. Settlement of Restricted Stock Units.  The provisions of Section 9(d)(ii) of the  Plan are incorporated herein by reference and made a part hereof and, in accordance therewith, any vested  Restricted Stock Units shall be settled in shares of Common Stock as soon as reasonably practicable (and,  in any event, within two and one-half months following the expiration of the applicable Restricted Period;  provided, however, that the Committee may, in its sole discretion, elect to (A) pay cash or part cash and  part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted  Stock Units or (B) defer the issuance of shares of Common Stock (or cash or part cash and part shares of  Common Stock, as the case may be) beyond the expiration of the Restricted Period if such extension would  not cause adverse tax consequences under Section 409A of the Code.  With respect to any Restricted Stock  Unit, the period of time on and prior to the applicable vesting date in which such Restricted Stock Unit is  subject to vesting shall be its Restricted Period.  Notwithstanding anything in this Restricted Stock Unit  Agreement to the contrary, the Company shall have no obligation to issue or transfer any shares of Common  Stock as contemplated by this Restricted Stock Unit Agreement unless and until such issuance or transfer  complies with all relevant provisions of law and the requirements of any stock exchange on which the  Company’s shares of Common Stock are listed for trading. Prior to settlement of any vested Restricted  Stock Units, the Restricted Stock Units will represent an unsecured obligation of the Company, payable (if  at all) only from the general assets of the Company.  4. Company; Participant.   a. The term “Company” as used in this Restricted Stock Unit Agreement with  reference to employment shall include the applicable Service Recipient.   b. Whenever the word “Participant” is used in any provision of this Restricted Stock  





 






  A-4    Unit Agreement under circumstances where the provision should logically be construed to apply to the  executors, the administrators, or the person or persons to whom the Restricted Stock Units may be  transferred in accordance with Section 13(b) of the Plan, the word “Participant” shall be deemed to include  such person or persons.   5. Non-Transferability.  The Restricted Stock Units are not transferable by the  Participant (unless such transfer is specifically required pursuant to a domestic relations order or by  applicable law).  Except as otherwise provided herein, no assignment or transfer of the Restricted Stock  Units, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or  otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately  upon such assignment or transfer the Restricted Stock Units shall terminate and become of no further effect.  6. Rights as Stockholder.  The Participant shall have no rights as a stockholder with  respect to any share of Common Stock underlying a Restricted Stock Unit (including no rights with respect  to voting) unless and until the Participant shall have become the holder of record or the beneficial owner of  such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in  respect of such share of Common Stock for which the record date is prior to the date upon which the  Participant shall become the holder of record or the beneficial owner thereof. The Participant shall not be  entitled to receive dividend equivalent payments in respect of the Participant’s Restricted stock Units.  7. Legend.  To the extent applicable, all book entries (or certificates, if any)  representing the shares of Common Stock delivered to Participant as contemplated by Section 3 above shall  be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission,  any stock exchange upon which such shares of Common Stock are listed, and any applicable Federal or  state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends  put on certificates, if any) to make appropriate reference to such restrictions.  Any such book entry notations  (or legends on certificates, if any) shall include a description to the effect of any restrictions.  8. Tax Withholding.  Notwithstanding anything in Section 13(d)(i) or (ii) of the Plan  to the contrary, the Participant shall be required to satisfy the minimum income, employment, and any other  applicable taxes that are statutorily required to be withheld with respect to Restricted Stock Units  (collectively, “Minimum Withholding Tax Obligations”) by having the Company withhold from the shares  of Common Stock otherwise issuable or deliverable to the Participant upon settlement of the Restricted  Stock Units, a number of shares of Common Stock with an aggregate Fair Market Value equal to an amount  equal to such Minimum Withholding Tax Obligations.  9. Notice.  Every notice or other communication relating to this Restricted Stock Unit  Agreement between the Company and the Participant shall be in writing, which may include by electronic  mail and shall be mailed to or delivered to the party for whom it is intended at such address as may from  time to time be designated by such party in a notice mailed or delivered to the other party as herein provided;  provided that, unless and until some other address be so designated, all notices or communications by the  Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to  the attention of the Company’s General Counsel or its designee, and all notices or communications by the  Company to the Participant may be given to the Participant personally or may be mailed to the Participant  at the Participant’s last known address, as reflected in the Company’s records.  Notwithstanding the above,  all notices and communications between the Participant and any third-party plan administrator shall be  mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party  plan administrator and communicated to the Participant from time to time.   10. No Right to Continued Service.  This Restricted Stock Unit Agreement does not  confer upon the Participant any right to continue as an employee or service provider to the Service Recipient  





 






  A-5    or any other member of the Company Group.   11. Binding Effect.  This Restricted Stock Unit Agreement shall be binding upon the  heirs, executors, administrators and successors of the parties hereto.   12. Waiver and Amendments.  Except as otherwise set forth in Section 12 of the  Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit  Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that  any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the  Committee.  No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute  a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver  specifically states that it is to be construed as a continuing waiver.   13. Clawback/Repayment.  This Restricted Stock Unit Agreement shall be subject to  reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback,  forfeiture or other similar policy adopted by the Board or the Committee and as in effect from time to time;  and (ii) applicable law.  In addition, if the Participant receives any amount in excess of what the Participant  should have received under the terms of this Restricted Stock Unit Agreement for any reason (including,  without limitation, by reason of a financial restatement, mistake in calculations or other administrative  error), then the Participant shall be required to repay any such excess amount to the Company.    14. Detrimental Activity.  Notwithstanding anything to the contrary contained herein  or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, as determined by  the Committee, then the Committee may, in its sole discretion, take actions permitted under the Plan,  including, but not limited to: (i) cancelling any and all Restricted Stock Units, or (ii) requiring that the  Participant forfeit any gain realized in respect of the Restricted Stock Units, and repay such gain to the  Company.    15. Right to Offset.  The provisions of Section 13(x) of the Plan are incorporated  herein by reference and made a part hereof.  16. Governing Law.  This Restricted Stock Unit Agreement shall be construed and  interpreted in accordance with the internal laws of the State of Delaware, without regard to the principles  of conflicts of law thereof.  Notwithstanding anything contained in this Restricted Stock Unit Agreement,  the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the  Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant  hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware. THE PARTICIPANT  IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER  PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTICIPANT IN RESPECT OF THE  PARTICIPANT’S RIGHTS OR OBLIGATIONS HEREUNDER.   17. Plan.  The terms and provisions of the Plan are incorporated herein by reference.   In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions  of this Restricted Stock Unit Agreement (including the Grant Notice), the Plan shall govern and control.   18. Section 409A.  It is intended that the Restricted Stock Units granted hereunder  shall be exempt from Section 409A of the Code pursuant to the “short-term deferral” rule applicable to such  section, as set forth in the regulations or other guidance published by the Internal Revenue Service  thereunder. Without limiting the foregoing, the Committee will have the right to amend the terms and  conditions of this Restricted Stock Unit Agreement and/or the Grant Notice in any respect as may be  necessary or appropriate to comply with Section 409A of the Code, including without limitation by delaying  





 






  A-6    the issuance of the shares of Common Stock contemplated hereunder.  Notwithstanding any other provision  of this Restricted Stock Unit Agreement to the contrary, (i) the Company and its respective officers,  directors, employees, or agents make no guarantee that the terms of this  Restricted Stock Unit Agreement  as written comply with the provisions of Section 409A of the Code, and none of the foregoing shall have  any liability for the failure of the terms of this Restricted Stock Unit Agreement as written to comply with  the provisions of Section 409A of the code and (ii) if the Participant is a “specified employee” within the  meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred  compensation” subject to Section 409A of the Code and which would otherwise be payable upon the  Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such  Participant prior to the date that is six (6) months after the date of such Participant’s “separation from  service” or, if earlier, the date of the Participant’s death.  Following any applicable six (6) month delay, all  such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A  of the Code that is also a business day.  Each payment in a series of payments hereunder will be deemed to  be a separate payment for purposes of Section 409A of the Code.  19. Imposition of Other Requirements.  The Company reserves the right to impose  other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any  shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or  advisable for legal or administrative reasons, and to require the Participant to sign any additional  agreements or undertakings that may be necessary to accomplish the foregoing.  20. Electronic Delivery and Acceptance.  The Company may, in its sole discretion,  decide to deliver any documents related to current or future participation in the Plan by electronic means.   The Participant hereby consents to receive such documents by electronic delivery and agrees to participate  in the Plan through an on-line or electronic system established and maintained by the Company or a third  party designated by the Company.  21. Entire Agreement.  This Restricted Stock Unit Agreement, the Grant Notice, the  ESPP (as defined in the Grant Notice), and the Plan constitute the entire agreement of the parties hereto in  respect of the subject matter contained herein and supersede all prior agreements and understandings of the  parties, oral and written, with respect to such subject matter.