EXHIBIT 10.5

 

WALKER & DUNLOP, INC.

 

2010 EQUITY INCENTIVE PLAN

 

NON-QUALIFIED 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

 

NON-QUALIFIED OPTION AGREEMENT

 

	
Non-qualified Option
    	
 
    	
This Agreement evidences an award of an   Option exercisable for that number of shares of Stock 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. This option is not intended to be an   incentive option under Section 422 of the Internal Revenue Code and will   be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
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.