exv10w4






Exhibit 10.4



Form
of Walter Investment Management Corp.

1999 Equity Incentive Plan

Restricted Stock Award Agreement — Nonemployee Director






 









 








Walter Investment Management Corporation

1999 Equity Incentive Plan

Restricted Stock Award Agreement —

Nonemployee Director



You have been selected to receive a grant of Restricted Stock pursuant to the Walter Investment
Management Corporation 1999 Equity Incentive Plan (the “Plan”), as specified below:




Participant:                                                             




Date of Grant: April 29, 2009




Number of Shares of Restricted Stock Granted: 3,078




Purchase Price: $0  per share of Restricted Stock




Final Acceptance Date: May 12, 2009



Lapse of Restriction Date: Restrictions placed on the shares of Restricted Stock shall lapse on the
date and in the amount listed below:




	 	 	 	 	 	 	 	 	 
	Date on Which	 	Number of Shares for	 	Cumulative Number of Shares
	Restrictions Lapse	 	Which Restrictions Lapse	 	for Which Restrictions Lapse
	 
	April 30, 2010
	 	 	–0–	 	 	 	–0–	 
	April 30, 2011
	 	 	–0–	 	 	 	–0–	 
	April 30, 2012
	 	All	 	 	100%	





THIS AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of
Restricted Stock by Walter Investment Management Corporation, 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 Restricted
Stock. 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:




     1. Acceptance of Award. The Participant shall have no rights with respect to this Award unless
he or she shall have accepted this Award prior to the close of business on the Final Acceptance
Date specified above by: (a) making payment to the Company by certified or bank check or other
instrument acceptable to the Committee of the Purchase Price per Restricted Stock , if any, times
the number of Restricted Shares to be accepted, and (b) signing and delivering to the Company a
copy of this Agreement. Upon acceptance of this Award by the Participant, certificates evidencing
the Restricted Stock so accepted shall be issued and held by the Company in escrow, and the
Participant’s name shall be entered as the shareholder of record on the books of the Company. Thereupon, the




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Participant shall have all the rights of a shareholder with respect to such Restricted Stock,
subject, however, to the restrictions and conditions specified in this Agreement.




     2. Service With the Company. Except as may otherwise be provided in Sections 6 or 7, the
Restricted Stock granted hereunder is granted on the condition that the Participant continues
service to the Company as a member of the Board from the Date of Grant through (and including) the
Lapse of Restriction Date, as set forth above (referred to herein as the “Period of Restriction”).



     This grant of Restricted Stock shall not confer any right to the Participant (or any other
Participant) to be granted Restricted Stock or other Awards in the future under the Plan.



     3. Certificate Legend. Each certificate representing shares of Restricted Stock granted
pursuant to the Plan shall bear the following legend:




“The sale or other transfer of the shares of stock represented by this
certificate, whether voluntary, involuntary, or by operation of law, is
subject to certain restrictions on transfer as set forth in the Walter
Investment Management Corporation 1999 Equity Incentive Plan (the “Plan”),
and in the associated Restricted Stock Award Agreement. A copy of the Plan
and such Restricted Stock Award Agreement may be obtained from Walter
Investment Management Corporation.”



     4. Removal of Restrictions. Except as may otherwise be provided herein and in the Plan, the
shares of Restricted Stock granted pursuant to this Agreement shall become freely transferable by
the Participant on the date and in the amount set forth under the Lapse of Restriction Dates above,
subject to applicable federal and state securities laws. Once shares of Restricted Stock are no
longer subject to any restrictions, the Participant shall be entitled to have the legend required
by Section 3 of this Agreement removed from the applicable stock certificates.



     5. Voting Rights and Dividends. During the Period of Restriction, the Participant may exercise
full voting rights and shall receive all dividends and other distributions paid with respect to the
shares of Restricted Stock on a current basis, in the form and at such time as dividends are paid
on the Company’s outstanding shares of Common Stock.



     6. Termination of Service.




	 	(a)	 	By Death or Disability. If the Participant’s service is terminated
during the Period of Restriction due to death or Disability, then the Participant
shall vest in a pro rata portion of the Award that relates to such Period of
Restriction. The pro rata Award shall equal the product of (x) and (y) where (x) is
the number of restricted shares granted under this Agreement and (y) is a fraction,
the numerator of which is the number of calendar months that the Participant served
as a member of the Board during the Period of Restriction (with any partial month
counting as a full month for this purpose) and the denominator of which is the
number of months in the Period of Restriction.
	 
	 	 	 	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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	 	(b)	 	For Other Reasons. If the service of the Participant shall terminate
for any reason other than death or Disability, the Participant shall forfeit the
entire Restricted Stock award subject to the Compensation Committee’s discretion to
vest all or a portion of the Award.





     7. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event
of a Change in Control of the Company during the Period of Restriction and prior to the
Participant’s termination of service from the Board, the Period of Restriction and restrictions
imposed on the shares of Restricted Stock shall immediately lapse, with all such shares of
Restricted Stock vesting and becoming freely transferable by the Participant, subject to applicable
federal and state securities laws.



     8. Restrictions on Transfer. During the Period of Restriction, shares of Restricted Stock
granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and
distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of
shares of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be
issued against or placed upon the shares of Restricted Stock, the Participant’s right to such
shares of Restricted Stock shall be immediately forfeited by the Participant to the Company, and
this Agreement shall lapse.



     9. Recapitalization. In the event of any change in the capitalization of the Company such as a
stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise,
the number and class of shares of Restricted Stock subject to this Agreement shall be equitably
adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.



     10. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under this
Agreement is to be paid in case of his or her death before he or she receives any or all of such
benefit. Each such designation shall revoke all prior designations by the Participant, shall be in
a form prescribed by the Company, and will be effective only when filed by the Participant in
writing with the Secretary of the Company during the Participant’s lifetime. In the absence of any
such designation, benefits remaining unpaid at the Participant’s death shall be paid to the
Participant’s estate.



     11. Continuation of Service. This Agreement shall not confer upon the Participant any right to
continue service with the Company, nor shall this Agreement interfere in any way with the Company’s
right to terminate the Participant’s service at any time.



     12. Miscellaneous.




	 	(a)	 	This Agreement and the rights of the Participant hereunder are subject
to all the terms and conditions of the Plan, as the same may be amended from time
to time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan. The Committee shall have the right to impose such
restrictions on any shares acquired pursuant to this Agreement, as it may deem
advisable, including, without limitation, restrictions under applicable federal
securities laws, under the requirements of any stock exchange or market upon which
such shares are then listed and/or traded, and under any blue sky or state
securities laws applicable to such shares. It is expressly understood that the
Committee is authorized to administer, construe, and make all determinations
necessary or appropriate to the administration of the Plan and this Agreement, all
of which shall be binding upon the Participant.








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	 	(b)	 	The Committee may terminate, amend, or modify the Plan; provided,
however, that no such termination, amendment, or modification of the Plan may in
any material way adversely affect the Participant’s rights under this Agreement,
without the written consent of the Participant.
	 
	 	(c)	 	The Participant acknowledges and agrees that the Company shall have the
power and the right to deduct or withhold, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation), domestic or
foreign, required by law to be withheld with respect to any exercise of the
Participant’s rights under this Agreement should Participant fail to make timely
payment of all taxes due.
	 
	 	 	 	The Participant may elect, subject to any procedural rules adopted by the
Committee, to satisfy the withholding requirement, in whole or in part, by having
the Company withhold Shares having an aggregate Fair Market Value on the date the
tax is to be determined, equal to the minimum amount required to be withheld.
	 
	 	(d)	 	The Participant agrees to take all steps necessary to comply with all
applicable provisions of federal and state securities laws in exercising his or her
rights under this Agreement.
	 
	 	(e)	 	This Agreement shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
	 
	 	(f)	 	All obligations of the Company under the Plan and this Agreement, with
respect to the Restricted Stock, shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
	 
	 	(g)	 	To the extent not preempted by federal law, this Agreement shall be
governed by, and construed in accordance with, the laws of the state of Maryland.
	 
	 	(h)	 	To the extent any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.
	 
	 	(i)	 	Notice hereunder shall be given to the Company at its principal place
of business, and shall be given to the Participant at the address set forth below,
or in either case at such addresses as one party may subsequently furnish to the
other party in writing.







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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of the Date
of Grant.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Walter Investment Management Corp.  
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Participant
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Participant’s name and address:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 








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