Exhibit 10.2


 


DER No.:              


 


FIELDSTONE INVESTMENT CORPORATION
EQUITY INCENTIVE PLAN


 


DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT


 


Fieldstone
Investment Corporation (the “Company”) hereby
grants an award with respect to dividend equivalent rights (the “Dividend Equivalent Rights”) on the Company’s common stock
(the “Stock”) to the Holder named below.  The terms and conditions of the Dividend
Equivalent Rights are set forth in this cover sheet, in the attachment, and in
the Company’s Equity Incentive Plan (the “Plan”).


 


Grant Date:                                         


 


Dividend
Equivalent Rights Expiration Date:                                                         


 


Name of
Holder:                                                                                                      


 


Number of Dividend
Equivalent Rights:                                                                 


 


Option:  Non Qualified Option Agreement dated                 
between the Company and the Holder.


 


Option Shares: Number of Shares Covered by the Option Agreement


 


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.


 


 


	
  Holder:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Company:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
				



 


Attachment


 


This is not a stock certificate or a negotiable
instrument.


 

















 


	
  Dividend Equivalents

  	
   

  	
  You will be entitled to a cash payment (the “Dividend Equivalent”) based on the amount of any cash
  dividends paid by the Company on the Stock after the Grant Date and prior to
  the termination of the Dividend Equivalent Rights. The Dividend Equivalent
  will be calculated as the product of: (a) the number of shares remaining
  subject to the Option as of the ex-dividend date for the Stock times (b) the
  per share cash dividend amount paid to holders of the Stock.

   

  The Company will pay the Dividend Equivalent to you
  in the following manner:

   

  •      While the Option is unvested, Dividend
  Equivalents will be credited and deemed invested in phantom shares of Stock
  at the closing price of the Stock on the dividend payment date. The phantom
  shares shall themselves be credited with dividend equivalents at the same
  time, and in the same amount, as cash dividends are paid on the Stock. The
  total amount of credited Dividend Equivalents, as adjusted for the
  performance of Stock (including the deemed payment and reinvestment of
  dividends on the phantom shares), will be paid to you in cash at such time as
  the Option becomes vested. The cash value of any phantom shares credited as
  Dividend Equivalents shall be determined by dividing the number of phantom
  shares by the Fair Market Value of the Stock on the vesting date.

   

  •     Once the Option becomes vested, Dividend
  Equivalents will be paid to you with regard to the unexercised portion of the
  Option (determined as of the ex-dividend date) at the same time as cash
  dividends are paid to the holders of Stock.

   

  No Dividend Equivalents will be credited or paid
  based on dividends that have an ex-dividend date that is later than the date
  on which your Service terminates for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  Your Dividend Equivalent Rights will expire in any
  event at the close of business at Company headquarters on the Dividend
  Equivalent Rights Expiration Date shown on the cover sheet. Your Dividend
  Equivalent Rights will expire on the earlier of (i) termination of your
  Services, as described below, (ii) the full exercise of the Option, or (iii)
  termination of the Option. No Dividend Equivalents will be credited or paid
  following the

  



 


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  termination of your Dividend Equivalent Rights.

  
	
   

  	
   

  	
   

  
	
  Termination for

  Cause

  	
   

  	
  If your Service is terminated for Cause, then you
  shall immediately forfeit all rights to your Dividend Equivalents and the
  Dividend Equivalent Rights shall immediately expire.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If your Service terminates because of your death,
  the total amount of credited Dividend Equivalents will be paid to your estate
  or heirs in cash no later than one hundred eighty (180) days
  following your Death. The cash value of any phantom shares credited as
  Dividend Equivalents shall be determined by dividing the number of phantom
  shares by the Fair Market Value of the Stock on the date of your Death. Upon
  the payment of the Dividend Equivalents, your Dividend Equivalent Rights will
  expire.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service terminates because of your
  Disability, the total amount of credited Dividend Equivalents will be paid to
  you in cash no later than one hundred eighty (180) days
  following the termination date.The cash value of any phantom shares
  credited as Dividend Equivalents shall be determined by dividing the Fair
  Market Value of the Stock on the date of the termination of your Services due
  to Disability. Upon the payment of the Dividend Equivalents, your Dividend
  Equivalent Rights will expire.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  For purposes of your Dividend Equivalent Rights,
  your Service does not terminate when you go on a bona fide
  employee leave of absence that was approved by the Company in writing, if the
  terms of the leave provide for continued Service crediting, or when continued
  Service crediting is required by applicable law. However, your Service will
  be treated as terminating ninety (90) days after you went on employee leave,
  unless your right to return to active work is guaranteed by law or by a
  contract. Your Service terminates in any event when the approved leave ends
  unless you immediately return to active employee work.

   

  The Company determines, in its sole discretion,
  which leaves count for this purpose, and when your Service terminates for all
  purposes under the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  In the event that the Company determines that any
  federal, state, local or foreign tax or withholding payment is required
  relating to the payment of Dividend Equivalents, the Company shall have the
  right to require such payments from you, or withhold such amounts from other
  payments due to you from the Company or any Affiliate.

  



 


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  Transfer of Dividend Equivalent Rights

  	
   

  	
  You cannot transfer or assign your Dividend
  Equivalents or Dividend Equivalent Rights. For instance, you may not sell
  your Dividend Equivalents or Dividend Equivalent Rights or use them as
  security for a loan. If you attempt to do any of these things, your Dividend
  Equivalent and Dividend Equivalent Rights will immediately become invalid.
  You may, however, dispose of your Dividend Equivalent Rights in your will or
  it may be transferred upon your death by the laws of descent and
  distribution.

   

  Regardless of any marital property settlement
  agreement, the Company is not obligated to recognize your spouse’s interest
  in your Dividend Equivalent Rights in any other way.

  
	
   

  	
   

  	
   

  
	
  The Plan 



  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference. Certain capitalized terms used
  in this Agreement are defined in the Plan, and have the meaning set forth in
  the Plan.

   

  This Agreement and the
  Plan constitute the entire understanding between you and the Company
  regarding this Agreement. Any prior agreements, commitments or negotiations
  concerning this Agreement are superseded.

  
	
   

  	
   

  	
   

  
	
  Other Agreements

  	
   

  	
  You agree, as a condition
  of the grant of this Award, that you will execute such document(s) as
  necessary to become a party to any shareholder agreement or voting trust as
  the Company may require.

  
	
   

  	
   

  	
   

  
	
  Consent to Electronic Delivery

  	
   

  	
  The Company may choose to
  deliver certain statutory materials relating to the Plan in electronic form.
  By accepting this option grant you agree that the Company may deliver the
  Plan prospectus and the Company’s annual report to you in an electronic
  format. If at any time you would prefer to receive paper copies of these
  documents, as you are entitled to, the Company would be pleased to provide
  copies. Please contact the Secretary of the Company to request paper copies
  of these documents.

  
	
   

  	
   

  	
   

  
	
  Section 409A

  	
   

  	
  Anything in this Agreement to the contrary
  notwithstanding, if under the terms of this Agreement you would receive any
  payment that, absent the application of this paragraph, would be subject to
  interest and additional tax imposed pursuant to Section 409A(a) of the Code,
  then no such payment shall be payable prior to the date that will cause such
  payment not to be subject to such interest and additional tax.

  



 


By signing the cover sheet of this Agreement, you agree to all of the
terms and

conditions described above and in the Plan.


 


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