Form of Restricted Stock Unit Grant (Non-Employee Director)



 Exhibit (10)(yy) 
 [Non-Employee Director] 
 Notice of Restricted Stock Unit Grant 
  

							
	Participant:	  	[Participant Name]
		
	Company:	  	The First American Corporation
		
	Notice:	  	You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached hereto.
		
	Type of Award:	  	Restricted Stock Units
		
	Plan:	  	The First American Corporation 2006 Incentive Compensation Plan
		
	Grant:	  	Date of Grant: [Grant Date] Number of Shares Underlying Restricted Stock Units: [Number of Shares Granted]
	Period of Restriction:	  	Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse on the
date listed in the “Lapse Date” column below as to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such date.
				
	 	  	 Lapse Date
	  	 Percentage of Shares as to
 Which Period of Restriction Lapses
	  	 
		  	Date of Grant + 1 year	  	33.333%	  	
				
		  	Date of Grant + 2 years	  	33.333%	  	
				
		  	Date of Grant + 3 years	  	33.334%	  	
		
	Rejection:	  	If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com and follow the steps outlined under the “Accept
Grant” link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this Restricted Stock Unit
Award.








 [Non-Employee Director] 
 Restricted Stock Unit Award Agreement 
 This Restricted Stock Unit Award
Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between The First American Corporation (the “Company”) and
the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement. 
  

	 	1.	Definitions. 

 Capitalized terms used but not
defined this Agreement (including the Grant Notice) have the meaning set forth in the Plan. 
  

	 	2.	Grant of the Restricted Stock Units. 

 Subject to
the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, a right to receive the number of shares of common stock of the Company, par value $1.00 per share
(“Shares”), set forth in the Grant Notice (the “Restricted Stock Units”). 
  

	 	3.	Dividend Equivalents. 

 Each Restricted Stock Unit
shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Restricted Stock Unit during the period from the Grant Date to the date such Share is delivered in accordance with Section 6.
Any such Dividend Equivalent shall be deemed reinvested in additional Shares underlying the Restricted Stock Units within each Period of Restriction immediately upon the related dividend’s payment date, based on the then-current Fair Market
Value (rounded down to the nearest whole number), and shall be subject to the Period of Restriction applicable to the Restricted Stock Unit on which such Dividend Equivalent is paid. Any such conversion of Dividend Equivalents shall be conclusively
determined by the Committee. The Shares underlying Restricted Stock Units into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6. 
  

	 	4.	Period of Restriction; Termination. 

 The Period of
Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice. Subject to the terms of the Plan and the remaining provisions of this Section 4, all Restricted Stock Units for which the Period of Restriction
had not lapsed prior to the date of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary: 
  

	 	(a)	In the event of the Participant’s Termination due to his or her death or Disability, the Period of Restriction as to all Restricted Stock Units shall lapse in its entirety.


  

	 	(b)	In the event of the Participant’s Termination due to his or her retirement from the Board, irrespective of length of service prior to such retirement, the Period of Restriction
as to all Restricted Stock Units shall lapse in its entirety. 

  

	 	5.	Change of Control. 

 Except for a Change of Control
that has been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control, the provisions of Section 15.1 of the Plan shall apply to the Restricted Stock Units. 
  

	 	6.	Delivery of Shares. 

 As soon as reasonably
practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than the end of the calendar year in which such lapse occurs, or, if later, 

  

 - 2 - 








 
the 15th day of the third calendar month following the date of such lapse, the Company shall cause to be delivered to the Participant the full number of
Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to satisfaction
of applicable tax withholding obligations with respect thereto pursuant to Article XVII of the Plan. 
  

	 	7.	No Ownership Rights Prior to Issuance of Shares. 

 Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor have any rights to dividends or other rights as a shareholder with respect to any such Shares, until and
after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement. 
  

	 	8.	Detrimental Activity. 

 (a) Notwithstanding any
other provisions of this Agreement to the contrary, if at any time prior to the delivery of Shares with respect to the Restricted Stock Units, the Participant engages in Detrimental Activity, such Restricted Stock Units shall be cancelled and
rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the Period of Restriction and
delivery of Shares with respect to the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter. 
 (b) For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the Participant’s
membership on the Board relating to the business affairs of the Company or any of its Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep such information confidential; (ii) directly or
indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with Company, its Subsidiaries or its Affiliates;
(iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent necessary to respond truthfully to any
inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is, or could be, substantially injurious to
the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud, dishonesty, nonpayment of any obligation owed
to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an unauthorized disclosure of any trade secret or
confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of its Subsidiaries or Affiliates, in each case as
determined by the Committee in its good faith discretion. 
  

	 	9.	The Plan. 

 In consideration for this grant, the
Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such regulations as may from time to
time be adopted by the Committee. In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the
prospectus describing the Plan can be found on Fidelity NetBenefits® at www.netbenefits.com under Plan Information and Documents. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s
written request to the Company at The First American Corporation, 5 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify.

  

 - 3 - 









	 	10.	Compliance with Laws and Regulations. 

 (a) The
Restricted Stock Units and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and regulations and (ii) any registration, qualification,
approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the Company shall not deliver any certificates for Shares to the
Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration or qualification of Shares upon any national
securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for Shares to the Participant or any
other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company. 
 (b) It is intended that the Shares received in respect of the Restricted Stock Units shall have been registered under the Securities Act. If the
Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received except in compliance with Rule 144. Certificates
representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with Federal and state securities laws.

 (c) If, at any time, the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the
Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the
Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with a view to the resale or distribution thereof, and
represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement
has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer
for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto. 
  

	 	11.	Notices. 

 All notices by the Participant or the
Participant’s assignees shall be addressed to The First American Corporation, 5 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time
specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records. 
  

 - 4 - 









	 	12.	Severability. 

 In the event any provision of this
Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been
included. 
  

			
	THE FIRST AMERICAN CORPORATION
		
	By:	 	  

	Name:	 	Parker S. Kennedy
	Title:	 	Chairman and Chief Executive Officer
		
	Date:	 	[Grant Date]


 Acknowledged and agreed as of the Date of Grant: 
  

			
		
	Printed Name:	 	[Participant Name]
		
	Date:	 	[Acceptance Date]

 [NOTE: GRANT WILL BE ACCEPTED ELECTRONICALLY] 
  

 - 5 -