Form of Notice of Performance Unit Grant & Performance Unit Award Agreement



 Exhibit 10.19 
 Notice of Performance Unit Grant 
  

	 Participant: 
	[·] 


 

	 Company: 
	First American Financial Corporation (the “Company”) 

  

	 Notice: 
	You have been granted a Performance Unit in accordance with the terms of the Plan and the Performance Unit Award Agreement attached hereto. 


 

	 Type of Award: 
	Performance Units 

  

	 Plan: 
	First American Financial Corporation 2010 Incentive Compensation Plan 	

  

	 Grant: 
	Date of Grant: March 21, 2011 	


	 	Number of Performance Units: [·] 


	 	Each Performance Unit has the value of $1 


Performance 

	 Period: 
	Subject to the terms of the Plan and this Agreement, the Performance Period applicable to the Performance Units shall be the calendar year 2011. 


Performance 

	 Condition: 
	Your right to the receipt of cash for your Performance Units is conditioned on the Company’s achievement of net income (as defined in accordance with generally acceptable accounting
principles) for 2011 of $25 million or more, determined without regard to (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss, and (f) foreign exchange gains and losses. This condition is referred to
as the “Performance Target.” Within a reasonable time after the determination of whether the Performance Target has been met, the Committee shall determine the final amount of Performance Units to which you shall be entitled, provided that
the total amount thereof shall not exceed the amount set forth above. The Committee, in its sole and unfettered discretion, may decrease the number of Performance Units awarded to you at any time prior to the payment thereon.


  

	 Rejection: 
	 If you wish to accept this Performance Unit Award, please return this Agreement, executed by you on the last page of this Agreement, at any time within forty-five (45) days after
the Date of Grant, to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attn: Matthew MacDougall. Do not return a signed copy of this Agreement if you wish to reject this Performance Unit Award. If you do not
return a signed copy of this Agreement within forty-five (45) days 









 
after the Date of Grant, you will have rejected this Performance Unit Award. 

  
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 Performance Unit Award Agreement 

This Performance Unit Award Agreement (this “Agreement”), dated as of the date of the Notice of Performance Unit Grant attached
hereto (the “Grant Notice”), is made between First American Financial Corporation (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included and made a part of this Agreement. 

 

	 	1.	 	Definitions. 


Capitalized terms used but not defined in this Agreement (including the Grant Notice) have the meaning set forth in the First American
Financial Corporation 2010 Incentive Compensation Plan. 
  

	 	2.	 	Grant of the Performance Units. 

 Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the contingent right to receive in cash an amount equal in
value to the performance units set forth in the Grant Notice, as such number of performance units may be reduced by the Committee in its sole and unfettered discretion (the “Performance Units”). Each Performance Unit has a value of $1.

  

	 	3.	 	Vesting and Payment of Performance Units. 

 After the Performance Period (as specified in the Notice of Grant) has ended and provided that the Committee has determined that the Performance Target (as defined in the Notice of Grant) has been
achieved, the Participant shall be entitled to receive, and the Company shall pay to the Participant, the cash value of the Performance Units; provided, however, that prior to paying to the Participant such cash value, the Committee
may, in its sole and unfettered discretion, decrease the amount of Performance Units awarded to the Participant. If the Performance Target is not met, the Participant shall forfeit the Performance Units and the Participant shall not be entitled to
any cash payment in connection therewith. 
  

	 	4.	 	No Right to Continued Employment. 

 None of the Performance Units nor any terms contained in this Agreement shall confer upon the Participant any express or implied right to be retained in the employ of the Company or any Subsidiary or
Affiliate for any period, nor restrict in any way the right of the Company or any Subsidiary or any Affiliate, which right is hereby expressly reserved, to terminate the Participant’s employment at any time for any reason. For the avoidance of
doubt, this Section 4 is not intended to amend or modify any other agreement, including any employment agreement, that may be in existence between the Participant and the Company or any Subsidiary or Affiliate. 

 

	 	5.	 	The Plan. 

 In
consideration for this grant, the Participant agrees to comply with the terms of the Plan and this Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which are incorporated herein by reference, and to such
regulations as may from time to time be adopted by the Committee. In the event of any conflict between the 

  
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provisions of the Plan and this Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Plan and the prospectus describing the Plan
can be found on the Company’s HR intranet. A paper copy of the Plan and the prospectus shall be provided to the Participant upon the Participant’s written request to the Company at First American Financial Corporation, 1 First American
Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the Company may from time to time specify. 
  

	 	6.	 	Notices. 

 All notices by
the Participant or the Participant’s assignees shall be addressed to First American Financial Corporation, 1 First American Way, Santa Ana, California 92707, Attention: Incentive Compensation Plan Administrator, or such other address as the
Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s address in the Company’s records. 

 

	 	7.	 	Severability. 

 In the
event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or
invalid provision had not been included. 
  

	 	8.	 	Other Plans. 

 The
Participant acknowledges that any income derived from the Performance Units shall not affect the Participant’s participation in, or benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any
Subsidiary or Affiliate. For purposes of the Company’s Executive Supplemental Benefit Plan and Management Supplemental Benefit Plan, as the same may be amended from time to time, cash ultimately paid for any Performance Units shall be deemed to
be “Covered Compensation”. 
  

	 	9.	 	Assignment. 

 Participant
may not transfer or assign this Agreement or any part thereof. The Company reserves the right to transfer or assign this Agreement to any of its Affiliates. 
 [SIGNATURES FOLLOW] 

  
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	 FIRST AMERICAN FINANCIAL CORPORATION

		
	 By:
	 	  

		 	 Name:

		 	 Title:




 

					
	 Date:
	 	  
	 	


 Acknowledged and agreed as of the Date of Grant: 

 

			
		
	 Signature:
	 	  

		
	 Printed Name:
	 	  

		
	 Date:
	 	  



  
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