EXHIBIT 10.6

 

WALKER & DUNLOP, INC.

 

2010 EQUITY INCENTIVE PLAN

 

INCENTIVE STOCK OPTION AGREEMENT

 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 (the “Option”), to the optionee 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”), in the Company’s 2010 Equity Incentive Plan (as amended from time to time, the “Plan”), and in any employment agreement between you and the Company or any Affiliate.

 

Grant Date:                                      , 201

 

Name of Optionee:

 

Optionee’s Social Security Number:             -        -

 

Number of Shares Covered by Option:

 

Option Price per Share:  $          .       (At least 100% of Fair Market Value)

 

Vesting Schedule:  [The Non-Qualified Options shall vest in equal installments on each vesting date set forth below; provide, however, that any fractional shares shall be rounded down to the nearest whole option in the first two (2) years:]

 

By your signature below, you agree to all of the terms and conditions described herein, in the attached Agreement, in the Plan, a copy of which is also attached, and in any employment agreement between you and the Company or any Affiliate.  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.

 

	
Optionee:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

 

WALKER & DUNLOP, INC.

 

2010 EQUITY INCENTIVE PLAN

 

INCENTIVE STOCK OPTION AGREEMENT

 

	
Incentive Stock Option
    	
 
    	
This option is intended to be an incentive   stock option under Section 422 of the Internal Revenue Code and will be   interpreted accordingly. If you cease to be an employee of the Company, its   parent or a subsidiary (“Employee”) but continue to provide Service, this   option will be deemed a nonstatutory stock option three months after you   cease to be an Employee. In addition, to the extent that all or part of this   option exceeds the $100,000 rule of section 422(d) of the Internal   Revenue Code, this option or the lesser excess part will be deemed to be a   nonstatutory stock option.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
During your lifetime, only you (or, in the   event of your legal incapacity or incompetency, your guardian or legal   representative) may exercise the Option. Other than by will or the laws of   descent and distribution the Option may not be sold, assigned, transferred,   pledged, hypothecated or otherwise encumbered, whether by operation of law or   otherwise, nor may the Option be made subject to execution, attachment or   similar process. 

 

If you attempt to do any of these things,   this Option will immediately become forfeited. 

 

Notwithstanding these restrictions on   transfer, the Compensation Committee may authorize, in its sole discretion,   the transfer of a vested Option (in whole or in part) to a member of your   immediate family or a trust for the benefit of your immediate family.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your Option shall vest in accordance with   the vesting schedule shown on the cover sheet so long as you continue in   Service on the vesting dates set forth on the cover sheet and is exercisable   only as to its vested portion.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No additional shares of Stock will vest   after your Service has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Change in Control
    	
 
    	
Notwithstanding the vesting schedule set   forth above, upon the consummation of a Change in Control, this option will   become 100% vested (i) if it is not assumed, or equivalent options are   not substituted for the options, by the Company or its successor, or   (ii) if assumed or substituted for, upon your Involuntary Termination   within the twelve (12) month period (or for the period of time or lack of a   period of time otherwise set forth in any employment agreement between you   and the Company or any Affiliate), following the consummation of the Change   in Control.


    
	
 
    	
 
    	
“Involuntary Termination” means   termination of your Service by reason of (i) your involuntary dismissal   by the Company or its successor for reasons other than Cause; or (ii) your   voluntary resignation for Good Reason (and without Cause) as defined in any   applicable employment or severance agreement, plan, or arrangement between   you and the Company, or if none, then following (x) the assignment of   substantial duties or responsibilities inconsistent with your position at the   Company, or any other action by the Company which results in a substantial   diminution of your duties or responsibilities other than any such reduction   which is remedied by the Company within thirty (30) days of receipt of   written notice from you; (y) a requirement that you work principally   from a location that is twenty (20) miles further from your residence than   the Company’s principal place of business on the date of this Agreement; or   (z) a substantial reduction in your aggregate base salary and other   compensation taken as a whole, excluding any reductions caused by the failure   to achieve performance targets. To qualify as an “Involuntary Termination”   you must provide notice to the Company of any of the foregoing occurrences   within ninety (90) days of the initial occurrence and the Company shall have   thirty (30) days to remedy such occurrence. You must terminate your   employment at a time agreed reasonably with the Company, but in any event   within one hundred twenty (120) days  from the   initial occurrence of any of the foregoing events.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested   Options / Term
    	
 
    	
Unless the termination of your Service   triggers accelerated vesting or other treatment of your Option pursuant to   the terms of this Agreement, the Plan, or any other written agreement between   the Company or an Affiliate, as applicable, and you, you will automatically   forfeit to the Company those portions of the Option that have not yet vested   in the event your Service terminates for any reason. 


   Your option will expire in any event at the close of business at Company   headquarters on the day before the tenth (10) anniversary of the Grant   Date, as shown on the cover sheet. Your option will expire earlier if your 
    


 











 

	
 
    	
 
    	
Service terminates, as described below.


    
	
Expiration of Vested   Options After Service Terminates
    	
 
    	
If your Service terminates for any reason,   other than death, Disability or Cause, then the vested portion of your Option   will expire at the close of business at Company headquarters on the ninetieth   (90) day after your termination date.

 

If your Service terminates because of your   death or Disability, or if you die during the ninety (90) day  period after your termination for any   reason (other than Cause), then the vested portion of your Option will expire   at the close of business at Company headquarters on the date twelve (12)   months after the date of your death or termination for Disability. During   that twelve (12) month period, your estate or heirs may exercise the vested portion   of your Option.

 

If your Service is terminated for Cause,   then you shall immediately forfeit all rights to your entire Option and the   Option shall immediately expire.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Rights
    	
 
    	
If you should take actions in violation or   breach of or in conflict with any non-competition agreement, any agreement   prohibiting solicitation of employees or clients of the Company or any   Affiliate or any confidentiality obligation with respect to the Company or   any Affiliate or otherwise in competition with the Company or any Affiliate,   the Company has the right to cause an immediate forfeiture of your rights to   this Option and the Option shall immediately expire. 


   In addition, if you have exercised any Options during the two year period   prior to your actions, you will owe the Company a cash payment (or forfeiture   of shares of Stock) in an amount determined as follows: (1) for any   shares of Stock that you have sold prior to receiving notice from the   Company, the amount will be the proceeds received from the sale(s), less the   option exercise price, and (2) for any shares of Stock that you still   own, the amount will be the number of shares of Stock owned times the Fair   Market Value of the shares of Stock on the date you receive notice from the   Company, less the option exercise price (provided, that the Company may   require you to satisfy your payment obligations hereunder either by   forfeiting and returning to the Company the shares or any other shares of   Stock or making a cash payment or a combination of these methods as   determined by the Company in its sole discretion).
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Agreement, your Service   does not terminate when you go on a bona   fide leave of absence that was approved by your employer   (Walker & Dunlop, LLC or any Affiliate of the Company that directly   employs you) in writing if the terms of the leave provide for continued   Service crediting, or when continued Service crediting is required by   applicable law. Your Service terminates in any event when the approved leave   ends unless you immediately return to active employee work. 

 

Your employer may determine, in its   discretion, which leaves count for this purpose, and when your Service   terminates for all purposes under the Plan in accordance with the provisions   of the Plan. 

 

Notwithstanding the foregoing, the Company   may determine, in its discretion, that a leave counts for this purpose even   if your employer does not agree.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
The Option may be exercised, in whole or in   part, to purchase a whole number of vested shares of Stock of not less than   one hundred (100) shares, unless the number of vested shares purchased is the   total number available for purchase under the option, by following the   procedures set forth in the Plan and in this Agreement. 

 

When you wish to exercise this Option, you   must exercise in a manner required or permitted by the Company.

 

If someone else wants to exercise this   Option after your death, that person must prove to the Company’s satisfaction   that he or she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you exercise your Option, you must   include payment of the option price indicated on the cover sheet for the   shares you are purchasing. Payment may be made in one (or a combination) of   the following forms: 

 

·          Cash,   your personal check, a cashier’s check, a money order or another cash   equivalent acceptable to the Company. 

 

·          Shares   of Stock which are owned by you and which are surrendered to the Company,   including 
    


 











 

	
 
    	
 
    	
through the withholding of shares otherwise   issuable upon exercise. The Fair Market Value of the shares as of the   effective date of the option exercise will be applied to the option price. 

 

·          By   delivery (on a form prescribed by the Company) of an irrevocable direction to   a licensed securities broker acceptable to the Company to sell Stock and to   deliver all or part of the sale proceeds to the Company in payment of the   aggregate option price and any withholding taxes.


    
	
Evidence of Issuance
    	
 
    	
The issuance of the shares upon exercise of this   Option shall be evidenced in such a manner as the Company, in its discretion,   will deem appropriate, including, without limitation, book-entry,   registration or issuance of one or more share certificates.
    
	
 
    	
 
    	
 
    
	
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 Option exercise or sale of Stock acquired   under this Option. 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 exercise of this Option or   sale of Stock arising from this Option, 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).
    


 











 

	
Notice and Non-Solicitation
    	
 
    	
You agree as a condition of this grant that   in the event you decide to leave the Company for any reason, you will provide   the Company with thirty (30) days’ prior notice of your departure (during   which period, in the Company’s sole discretion, you may be placed on paid   leave) and you will not commence employment with anyone else during that   period. For a period of ninety (90) days following the termination of your   employment for any reason, you will not directly or indirectly solicit any   employees of the Company for employment, or encourage any employee to leave   the Company.


    
	
Retention Rights
    	
 
    	
This Agreement and this Option 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, or your estate or heirs, have no rights   as a shareholder of the Company until the Stock has been issued upon exercise   of your Option and either a certificate evidencing your Stock has been issued   or an appropriate entry has been made on the Company’s books. No adjustments   are made for dividends, distributions or other rights if the applicable   record date occurs before your certificate is issued (or an appropriate book   entry is made), except as described in the Plan. 

 

Your Option 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.
    
	
 
    	
 
    	
 
    
	
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. 

 

If the Company is required to prepare an   accounting restatement due to the material noncompliance of the Company, as a   result of misconduct, with any financial reporting requirement under the   securities laws, and you are subject to automatic forfeiture under Section 304   of the Sarbanes-Oxley Act of 2002 or you knowingly engaged in the misconduct,   were grossly negligent in engaging in the misconduct, knowingly failed to   prevent the misconduct or were grossly negligent in failing to prevent the   misconduct, you shall reimburse the Company the amount of any payment in   settlement of this Award earned or accrued during the twelve (12) month   period following the first public issuance or filing with the United States   Securities and Exchange Commission (whichever first occurred) of the   financial document that contained such material noncompliance.

 
    
	
 
    	
 
    	
[Notwithstanding any other provision of the Plan or any provision of   this Agreement, if the Company is required to prepare an accounting   restatement, then you shall forfeit any cash or Stock received in connection   with this Award (or an amount equal to the fair market value of such Stock on   the date of delivery if you no longer hold the shares of Stock) if pursuant   to the terms of this Agreement, the amount of the Award earned or the vesting   in the Award was explicitly based on the achievement of pre-established   performance goals set forth in this Agreement (including earnings, gains, or   other criteria) that are later determined, as a result of the accounting   restatement, not to have been achieved.]   [Include if any performance goals are included in award]
    
	
 
    	
 
    	
 
    
	
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, the Plan and any employment   agreement with the Company or any Affiliate constitute the entire   understanding between you and the Company regarding this Option. Any prior   agreements, commitments or negotiations concerning this grant are superseded;   except that any written 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, payroll 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 Internal Revenue 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 Service only occurs   upon an event that would be a Separation from Service within the meaning of   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, in the Plan, and in any applicable employment agreement with the Company or any Affiliate. In the event that any term of this Agreement conflicts with the terms of an employment or other compensatory agreement between you and the Company, the terms of such employment or compensatory agreement shall supersede the conflicting terms herein.