EXHIBIT 10.4

 

WALKER & DUNLOP, INC.

2010 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

(Directors)

 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants its shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee named below, subject to the vesting and other conditions set forth below.  Additional terms and conditions of the grant are set forth on this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2010 Equity Incentive Plan (as amended from time to time, the “Plan”).

 

Name of Grantee:

 

Grantee’s Social Security Number:                   -        -

 

Number of Restricted Stock:

 

Grant Date:

 

Vesting Schedule:   The Restricted Shares shall vest on each vesting date set forth below:

 

·                  [Vesting Schedule]

 

Purchase Price per Share of Stock: $

 

By your signature below, you agree to all of the terms and conditions described herein, 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 cover sheet or Agreement should appear to be inconsistent.

 

 

	
Grantee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

WALKER & DUNLOP, INC.

2010 EQUITY INCENTIVE PLAN

 

RESTRICTED STOCK AGREEMENT

 

	
Restricted Stock
    	
 
    	
This Agreement evidences an award of shares   of Stock in the number set forth on the cover sheet and subject to the   vesting and other conditions set forth herein, in the Plan and on the cover   sheet (the “Restricted Stock”).  The purchase price is deemed paid by   your prior Services to the Company.
    
	
 
    	
 
    	
 
    
	
Transfer of Unvested   Restricted Stock
    	
 
    	
Unvested Restricted Stock may not be sold,   assigned, transferred, pledged, hypothecated or otherwise encumbered, whether   by operation of law or otherwise, nor may the Restricted Stock be made   subject to execution, attachment or similar process.  If you attempt to   do any of these things, the Restricted Stock will immediately become   forfeited.
    
	
 
    	
 
    	
 
    
	
Issuance and Vesting
    	
 
    	
The Company will issue your Restricted Stock   in the name set forth on the cover sheet.


   Your rights under this Restricted Stock grant and this Agreement shall vest   in accordance with the vesting schedule set forth on the cover sheet so long   as you continue in Service on the vesting dates set forth on the cover sheet.   


   Notwithstanding your vesting schedule, the Restricted Stock will become 100%   vested upon your termination of Service due to your death or Disability.
    
	
 
    	
 
    	
 
    
	
[Change in Control
    	
 
    	
Notwithstanding the vesting schedule set   forth above, upon the consummation of a Change in Control, the Restricted   Stock will become 100% vested.]
    
	
 
    	
 
    	
 
    
	
Evidence of Issuance
    	
 
    	
The issuance of the shares of Stock under   the grant of Restricted Stock evidenced by this Agreement shall be evidenced   in such a manner as the Company, in its discretion, deems appropriate,   including, without limitation, book-entry, registration or issuance of one or   more share certificates, with any unvested Restricted Stock bearing the   appropriate restrictions imposed by this Agreement.  As your interest in   the Restricted Stock vests, the recordation of the number of shares of Restricted   Stock attributable to you will be appropriately modified if necessary.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested   Restricted Stock
    	
 
    	
Unless the termination of your Service   triggers accelerated vesting of your Restricted Stock or other treatment   pursuant to the terms of this Agreement, the Plan, or any other written   agreement between the Company or any Affiliate, as applicable, and you, you   will automatically forfeit to the Company all of the unvested Restricted
    
	
 
    	
 
    	
Stock in the event you are no longer   providing Service.
    
	
 
    	
 
    	
 
    
	
Section 83(b) Election
    	
 
    	
Under Section 83 of the Internal   Revenue Code of 1986, as amended (the “Code”), the difference between the   purchase price paid for the shares of Restricted Stock and their fair market   value on the date any forfeiture restrictions applicable to such shares lapse   will be reportable as ordinary income at that time.  For this purpose,   “forfeiture restrictions” include the forfeiture as to unvested Stock   described above.  You may elect to be taxed at the time the shares are   acquired, rather than when such shares cease to be subject to such forfeiture   restrictions, by filing an election under Section 83(b) of the Code   with the Internal Revenue Service within thirty (30) days after the grant   date.  You will have to make a tax payment to the extent the purchase   price is less than the fair market value of the shares on the grant   date.  No tax payment will have to be made to the extent the purchase   price is at least equal to the fair market value of the shares on the grant   date.  The form for making this election is attached as Exhibit A   hereto.  Failure to make this filing within the thirty (30) day period   will result in the recognition of ordinary income by you (in the event the   fair market value of the shares as of the vesting date exceeds the purchase   price) as the forfeiture restrictions lapse.
    
    YOU ACKNOWLEDGE THAT IT IS YOUR SOLE   RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER   SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO   MAKE THIS FILING ON YOUR BEHALF.  YOU ARE RELYING SOLELY ON YOUR OWN   ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY   83(b) ELECTION.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
You agree as a condition of this grant that   you will make acceptable arrangements to pay any withholding or other taxes   that may be due as a result of the vesting or receipt of the Restricted   Stock.  In the event that
    


 











 

	
 
    	
 
    	
the Company or an Affiliate, as applicable,   determines that any federal, state, local or foreign tax or withholding   payment is required relating to the vesting or receipt of shares of Stock   arising from this grant, the Company or an Affiliate, as applicable, shall   have the right to require such payments from you, or withhold such amounts   from other payments due to you from the Company or an Affiliate, as   applicable, (including withholding the delivery of vested shares of Stock   otherwise deliverable under this Agreement).  You may elect to satisfy   such obligations, in whole or in part, (i) by causing the Company or an   Affiliate to withhold shares of Stock otherwise issuable to you or   (ii) by delivering to the Company or an Affiliate shares of Stock   already owned by you.  The shares of Stock so delivered or withheld   shall have an aggregate Fair Market Value equal to such withholding obligations.


    
	
Retention Rights
    	
 
    	
This Agreement and the grant evidenced   hereby do not give you the right to be retained by the Company or an   Affiliate in any capacity. Unless otherwise specified in an employment or   other written agreement between the Company or an Affiliate, as applicable,   and you, the Company or an Affiliate, as applicable, reserves the right to   terminate your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Stockholder Rights
    	
 
    	
You have the right to vote the Restricted   Stock and to receive any dividends declared or paid on such stock.  Any   distributions you receive as a result of any stock split, stock dividend,   combination of shares or other similar transaction shall be deemed to be a   part of the Restricted Stock and subject to the same conditions and   restrictions applicable thereto.  The Company may in its sole discretion   require any dividends paid on the Restricted Stock to be reinvested in shares   of Stock, which the Company may in its sole discretion deem to be a part of   the shares of Restricted Stock and subject to the same conditions and   restrictions applicable thereto.  Except as described in the Plan, no   adjustments are made for dividends or other rights if the applicable record   date occurs before an appropriate book entry is made (or your certificate is   issued). 


   Your grant shall be subject to the terms of any applicable agreement of   merger, liquidation or reorganization in the event the Company is subject to   such corporate activity.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
If and to the extent that the Stock is represented   by certificates rather than book entry, all certificates representing the   Stock issued under this grant shall, where applicable, have endorsed thereon   the following legends: 


   “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING,   FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH   SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED   HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON   FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON   WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF   THE SHARES REPRESENTED BY THIS CERTIFICATE.” 


   To the extent the Stock is represented by a book entry, such book entry will   contain an appropriate legend or restriction similar to the foregoing.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
This Award is subject to mandatory repayment   by you to the Company to the extent you are or in the future become subject   to any Company “clawback” or recoupment policy that requires the repayment by   you to the Company of compensation paid by the Company to you in the event   that you fail to comply with, or violate, the terms or requirements of such   policy.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and   enforced under the laws of the State of Maryland, other than any conflicts or   choice of law rule or principle that might otherwise refer construction   or interpretation of this Agreement to the substantive law of another   jurisdiction.
    
	
 
    	
 
    	
 
    
	
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 grant.  Any   prior agreements, commitments or negotiations concerning this grant are   superseded; except that any written employment, consulting, confidentiality,   non-competition, non-solicitation and/or severance agreement between you and   the Company or an Affiliate, as applicable, shall supersede this Agreement   with respect to its subject matter.
    


 











 

	
Data Privacy
    	
 
    	
In order to administer the Plan, the Company   may process personal data about you.  Such data includes, but is not   limited to, information provided in this Agreement and any changes thereto,   other appropriate personal and financial data about you such as your contact   information, and any other information that might be deemed appropriate by   the Company to facilitate the administration of the Plan. 


   By accepting this grant, you give explicit consent to the Company to process   any such personal data.
    
	
 
    	
 
    	
 
    
	
Code Section 409A
    	
 
    	
It is intended that this Award comply with   Section 409A of the Code (“Section 409A”) or an exemption to   Section 409A.  To the extent that the Company determines that you   would be subject to the additional 20% tax imposed on certain non-qualified   deferred compensation plans pursuant to Section 409A as a result of any   provision of this Agreement, such provision shall be deemed amended to the   minimum extent necessary to avoid application of such additional tax.    The nature of any such amendment shall be determined by the Company. For   purposes of this Award, a termination of employment only occurs upon an event   that would be a Separation from Service within the meaning of   Section 409A.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.

 











 

EXHIBIT A

 

ELECTION UNDER SECTION 83(b) OF
 THE INTERNAL REVENUE CODE

 

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

 

1.              The name, address and social security number of the undersigned:

 

Name:

 

Address:

 

 

Social Security No.:

 

2.              Description of property with respect to which the election is being made:

 

shares of common stock, par value $0.01 per share, of Walker & Dunlop, Inc., a Maryland corporation (the “Company”).

 

3.              The date on which the property was transferred is:                   , 20    .

 

4.              The taxable year to which this election relates is calendar year: 20      .

 

5.              Nature of restrictions to which the property is subject:

 

The shares of stock are subject to the provisions of a Restricted Stock Agreement between the undersigned and the Company.  The shares of stock are subject to forfeiture under the terms of the Agreement.

 

6.              The Fair Market Value of the property at the time of transfer (determined without regard to any lapse restriction) was: $                     per share, for a total of $                    .

 

7.              The amount paid by taxpayer for the property was: $                    .

 

8.              A copy of this statement has been furnished to the Company.

 

Dated:                           , 20

 

	
 
    	
 
    	
 
    
	
 
    	
 
    	
Print Name:
    	
 
    


 











 

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

 

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

 

1.     You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within thirty (30) days after the Grant Date of your Restricted Stock.

 

2.     At the same time you file the election form with the IRS, you must also give a copy of the election form to the Stock Plan Administrator of the Company.

 

3.     You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the stock is transferred to you.