EX-10.2



 Exhibit 10.2 

REDWOOD TRUST, INC. 

DEFERRED STOCK UNIT AWARD AGREEMENT 

DEFERRED STOCK UNIT AWARD AGREEMENT dated as of the       day of
           20     (the “Award Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the “Company”), and
         , an [employee/director] of the Company (the “Participant”). 

Pursuant to the Redwood Trust, Inc. 2014 Incentive Award Plan (as may be amended from time to time, the “Plan”), the Compensation
Committee (the “Committee”) has determined that the Participant is to be granted an award of Deferred Stock Units for shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), on the terms and
conditions set forth herein (the “Award”), and the Company hereby grants such Award. This Award is being made in connection with a deferral of compensation by the Participant pursuant to the Redwood Trust, Inc. Executive Deferred
Compensation Plan, as amended to date (the “Deferred Compensation Plan”), and the executed Deferral Election attached hereto as Exhibit A (the “Deferral Election”). Any capitalized terms not defined herein shall have the meaning
set forth in the Plan or the Deferred Compensation Plan, as applicable. 

1.         Number of Shares Awarded; Deferral
Election.  This Award entitles the Participant to receive        Shares of the Company’s Common Stock (the “Award Shares”), upon expiration of the Restricted Period described
below. 
 2.         Dividends.  In accordance with Section 10.4
of the Plan, the number of Award Shares set forth in Section 1 shall not be adjusted to reflect the payment of regular cash dividends declared on the Company’s common stock during the Restricted Period. The Participant will
instead be entitled to dividend equivalent payments (“DERs”) with respect to the Award Shares pursuant to the Plan or the Deferred Compensation Plan and in accordance with the applicable Deferral Election. 

3.         Vesting and Restricted Periods.

(a)         The Award Shares shall vest on the following schedule: 

As of               , 20   , 25% 

At the beginning of each subsequent calendar quarter (beginning         
   , 20   ), 6.25%; 
 All Award Shares shall be fully vested as of
              , 20   . 
 Award Shares
that have become vested pursuant to this Section 3(a) are referred to as “Vested Award Shares”. The period from the date of this Award to the applicable date or dates specified for delivery of such shares is referred to as the
“Restricted Period”. 
 (b)        No Award Shares shall be credited to
the Participant’s Deferral Account until they have become Vested Award Shares. Vested Award Shares shall be delivered to the Participant at the time or times provided in the Deferral Election and the Deferred Compensation Plan (or any
re-deferral election made in accordance with Section 409A of the Code and the terms of the Deferred Compensation Plan). Vested Award Shares shall not be forfeited in the event of the Participant’s Termination of Service as an Employee but
rather delivery of such Shares shall continue to be governed by the terms of the Deferral Election and the Deferred Compensation Plan (or any re-deferral election made in accordance with Section 409A of the Code and the terms of the Deferred
Compensation Plan). In connection with the delivery of Vested Award Shares to the Participant, Participant and the Company agree that delivery of such Vested Award Shares shall be net of a number of such Shares that are withheld by the Company in
order to satisfy the applicable tax withholding obligation relating to such delivery of Vested Award Shares to the Participant. 

(c)        Upon the Participant’s Termination of Service as an Employee for any
reason other than death or Disability prior to expiration of the Restricted Period, any Award Shares not vested at the time of such termination shall become ineligible for crediting to Participant’s Deferral Account and shall be forfeited. Upon








 
the Participant’s Termination of Service as an Employee due to death or Disability prior to the expiration of the Restricted Period, any Award Shares not vested at the time of such
termination shall immediately vest and be credited to the Participant’s Deferral Account and shall not be forfeited. Notwithstanding anything herein or in the Plan or the Deferred Compensation Plan to the contrary, for purposes of this
Section 3(c), a “Disability” shall only exist if the Participant is “disabled” within the meaning of Section 409A. 

4.         At-Will Employment.  This Award Agreement is not an employment
contract and nothing in this Award Agreement shall be deemed to create in any way whatsoever any obligation of the Participant to continue as an Employee of the Company or on the part of the Company to continue the employment of the Participant with
the Company. It is understood and agreed to by the Participant that the Award and participation in the Plan or the Deferred Compensation Plan does not alter the at-will nature of the Participant’s relationship with the Company (subject to
the terms of any separate employment agreement Participant may have with the Company). The at-will nature of Participant’s relationship with the Company can only be altered by a writing signed by both the Participant and the President of
the Company. 
 5.         Notices.  Any notice required or permitted
under this Award Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Participant either at the Participant’s address set forth below or
such other address as the Participant may designate in writing to the Company, and to the Company: Attention: General Counsel, at the Company’s address or such other address as the Company may designate in writing to the Participant.

 6.         Failure to Enforce Not a Waiver.  The failure of the
Company to enforce at any time any provision of this Award Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. 

7.         Existing Agreements.  This Award Agreement does not supersede
nor does it modify any existing agreements between the Participant and the Company. 

8.         Incorporation of Plan.  The Plan and the Deferred Compensation
Plan are incorporated by reference and made a part of this Award Agreement, and this Award Agreement is subject to all terms and conditions of the Plan and the Deferred Compensation Plan as in effect from time to time. Notwithstanding the
foregoing, this Award Agreement is intended to comply with Section 409A of the Code and this Award Agreement, the Plan and Deferred Compensation Plan shall be interpreted in a manner consistent with such intent, and any provisions of this Award
Agreement, the Plan or the Deferred Compensation Plan that would cause the Award to fail to satisfy the requirements for an effective deferral of compensation under Section 409A of the Code shall have no force and effect. 

9.        Amendments.  This Award Agreement may be amended or modified at any
time by an instrument in writing signed by the parties hereto. Notwithstanding the foregoing, the Deferral Election shall be irrevocable and the dates specified for distribution of Vested Award Shares may not be modified after the date hereof
except as otherwise permitted under Section 409A of the Code. 
 [Signature page follows.] 







 IN WITNESS WHEREOF, the parties have executed this Award Agreement on the day and year
first above written. 
  

			
	REDWOOD TRUST, INC.
		
	By:	 	  

		 	Andrew P. Stone
		 	General Counsel & Secretary
		 	One Belvedere Place, Suite 300
		 	Mill Valley, CA 94941
	
	 The undersigned hereby accepts and agrees to all the terms and provisions of this Award Agreement and to all the terms and provisions of the Plan
herein incorporated by reference.

	
	  

	[Insert Participant Name]
	c/o Redwood Trust, Inc.
	One Belvedere Place, Suite 300
	Mill Valley, CA 94941