Form of Notice of Restricted Stock Unit Grant and Restricted Stock Unit Award



 Exhibit (10)(zz)
 [Employee] 
 Notice of Restricted Stock Unit Grant

  

			
	Participant:	  	[Participant Name]
		
	Company:	  	The First American Corporation
		
	Notice:	  	You have been granted the following Restricted Stock Units in accordance with the terms of the Plan and the Restricted Stock Unit Award Agreement attached
hereto.
		
	Type of Award:	  	Restricted Stock Units
		
	Plan:	  	The First American Corporation 2006 Incentive Compensation Plan
		
	Grant:	  	Date of Grant: [Grant Date] 
		
		  	[Number of Shares Underlying Bonus Restricted Stock Units: [Number of shares Granted]]
		
		  	[Number of Shares Underlying Other Restricted Stock Units: [Number of shares Granted]]
		
	Period of Restriction:	  	Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Restricted Stock Units shall commence on the Date of Grant and shall lapse on the
date listed in the “Lapse Date” column below as to that percentage of Shares underlying the Restricted Stock Units set forth below opposite each such date.

  

				
	 Lapse Date
	  	Percentage of Shares as to
Which
Period of
Restriction Lapses	 
	 Date of Grant + 1 year
	  	20	% 
	 Date of Grant + 2 years
	  	20	% 
	 Date of Grant + 3 years
	  	20	% 
	 Date of Grant + 4 years
	  	20	% 
	 Date of Grant + 5 years
	  	20	% 

  

			
		  	For the avoidance of doubt, the relevant percentage of the Period of Restriction shall lapse on a pro-rata basis with respect to each of the total Shares underlying Bonus
Restricted Stock Units and the total Shares underlying Other Restricted Stock Units.
		
	Rejection:	  	If you wish to accept this Restricted Stock Unit Award, please access Fidelity NetBenefits® at www.netbenefits.com and follow the steps outlined under the
“Accept Grant” link at any time within forty-five (45) days after the Date of Grant. If you do not accept your grant via Fidelity NetBenefits® within forty-five (45) days after the Date of Grant, you will have rejected this
Restricted Stock Unit Award.








 [Employee] 
 Restricted Stock Unit Award Agreement 
 This
Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between The First American Corporation
(the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made 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 Plan. 
 For “Cause,” shall be defined as: (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company or its affiliates; (ii) Participant’s breach of any fiduciary duty to the
Company or its affiliates; (iii) Participant’s failure or refusal to comply with laws or regulations applicable to the Company or its affiliates and their businesses or the policies of the Company and its affiliates governing the conduct
of its employees or directors; (iv) Participant’s gross incompetence in the performance of Participant’s job duties; (v) commission by Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation;
(vi) the failure of Participant to perform duties consistent with a commercially reasonable standard of care; (vii) Participant’s failure or refusal to perform Participant’s job duties or to perform specific directives of
Participant’s supervisor or designee, or the senior officers or Board of Directors of the Company; or (viii) any gross negligence or willful misconduct of Participant resulting in loss to the Company or its affiliates, or damage to the
reputation of the Company or its affiliates. 
  

	 	2.	Grant of the Restricted Stock 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, a right to receive the number of shares of common stock of
the Company, par value $1.00 per share (“Shares”), set forth in the Grant Notice (the “Restricted Stock Units”). 
  

	 	3.	Dividend Equivalents. 

 Each Restricted Stock Unit shall accrue Dividend Equivalents with respect to dividends that would otherwise be paid on the Share underlying such Restricted Stock Unit during the period from the Grant Date to the date such Share is delivered
in accordance with Section 6. Any such Dividend Equivalent shall be deemed reinvested in additional Shares underlying the Restricted Stock Units within each Period of Restriction immediately upon the related dividend’s payment date, based
on the then-current Fair Market Value (rounded down to the nearest whole number), and shall be subject to the Period of Restriction applicable to the Restricted Stock Unit on which such Dividend Equivalent is paid. Any such conversion of Dividend
Equivalents shall be conclusively determined by the Committee. The Shares underlying Restricted Stock Units into which Dividend Equivalents are so converted shall be delivered in accordance with Section 6. 
  

	 	4.	Period of Restriction; Termination. 

 The Period of Restriction with respect to the Restricted Stock Units shall be as set forth in the Grant Notice. Subject to the terms of the Plan and the remaining provisions of this Section 4, all
Restricted Stock Units for which the Period of Restriction had not lapsed prior to the date of the Participant’s Termination shall be immediately forfeited. Notwithstanding the foregoing to the contrary: 
  

	 	(a)	In the event of the Participant’s Termination due to his or her death, the Period of Restriction as to all Restricted Stock Units shall lapse in its entirety.


  

	 	(b)	In the event of the Participant’s Termination due to his or her Disability, the Period of Restriction as to all Restricted Stock Units shall lapse in its entirety,
provided that the Participant shall have signed a separation agreement in the form established by the Company. 

  

 - 2 - 









	 	(c)	In the event of the Participant’s Termination due to his or her Normal Retirement, the Period of Restriction as to all Restricted Stock Units shall continue in
effect until, and lapse on, the first anniversary of the date of such Normal Retirement, provided that the Participant shall have signed a separation agreement in the form established by the Company. 

  

	 	(d)	In the event of Participant’s Termination due to his or her Early Retirement, the outstanding Period of Restriction applicable to all Bonus Restricted Stock Units
(but not any Other Restricted Stock Units) shall continue in effect until, and lapse on, the first anniversary of the date of such Early Retirement, provided that the Participant shall have signed a separation agreement in the form established by
the Company. 

  

	 	(e)	In the event of the Participant’s involuntary Termination by the Company or an Affiliate without Cause, the outstanding Period of Restriction applicable to all
Bonus Restricted Stock Units (but not any Other Restricted Stock Units) shall continue in effect until, and lapse on, the first anniversary of the date of such Termination, provided that the Participant shall have signed a separation agreement in
the form established by the Company. 

 For purposes of this Agreement, “Normal Retirement” means
Termination of the Participant, other than for Cause, after the Participant has reached 62 years of age and “Early Retirement” means Termination of the Participant, other than for Cause, after the Participant has reached 55 years of age
and been employed by the Company and/or an Affiliate for more than 10 years. 
  

	 	5.	Change of Control. 

 Except for a Change of Control that has been approved by the Company’s Incumbent Board prior to the occurrence of such Change of Control, the provisions of Section 15.1 of the Plan shall apply to the Restricted Stock Units.

  

	 	6.	Delivery of Shares. 

 As
soon as reasonably practicable following the lapse of the applicable portion of the Period of Restriction, but in no event later than 90 days following the date of such lapse, the Company shall cause to be delivered to the Participant the full
number of Shares underlying the Restricted Stock Units as to which such portion of the Period of Restriction has so lapsed, together with Shares comprising all accrued Dividend Equivalents with respect to such Restricted Stock Units, subject to
satisfaction of applicable tax withholding obligations with respect thereto pursuant to Article XVII of the Plan; provided, however, that if the Participant’s Termination occurs due to Disability, such delivery of Shares shall be delayed
for six months from the date of such Participant’s Termination if the Participant is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code) and if necessary to avoid the imposition of taxes on
the Participant pursuant to Section 409A of the Code. 
  

	 	7.	No Ownership Rights Prior to Issuance of Shares. 

 Neither the Participant nor any other person shall become the beneficial owner of the Shares underlying the Restricted Stock Units, nor have any rights to dividends or other rights as a shareholder with
respect to any such Shares, until and after such Shares have been actually issued to the Participant and transferred on the books and records of the Company or its agent in accordance with the terms of the Plan and this Agreement. 
  

	 	8.	Detrimental Activity. 

 (a) Notwithstanding any other provisions of this Agreement to the contrary, if at any time prior to the delivery of Shares with respect to the Restricted Stock Units, the Participant engages in Detrimental Activity, such Restricted Stock
Units shall be cancelled and rescinded without any payment or consideration therefor. The determination of whether the Participant has engaged in Detrimental Activity shall be made by the Committee in its good faith discretion, and lapse of the
Period of Restriction and delivery of Shares with respect to

  

 - 3 - 








 
the Restricted Stock Units shall be suspended pending resolution to the Committee’s satisfaction of any investigation of the matter. 
 (b) For purposes of this Agreement, “Detrimental Activity” means at any time (i) using information received during the
Participant’s employment with the Company and/or its Subsidiaries and Affiliates relating to the business affairs of the Company or any such Subsidiaries or Affiliates, in breach of the Participant’s express or implied undertaking to keep
such information confidential; (ii) directly or indirectly persuading or attempting to persuade, by any means, any employee of the Company or any of its Subsidiaries or Affiliates to breach any of the terms of his or her employment with
Company, its Subsidiaries or its Affiliates; (iii) directly or indirectly making any statement that is, or could be, disparaging of the Company or any of its Subsidiaries or Affiliates, or any of their respective employees (except to the extent
necessary to respond truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant to legal process); (iv) directly or indirectly engaging in any illegal, unethical or otherwise wrongful activity that is,
or could be, substantially injurious to the financial condition, reputation or goodwill of the Company or any of its Subsidiaries or Affiliates; or (v) directly or indirectly engaging in an act of misconduct such as, embezzlement, fraud,
dishonesty, nonpayment of any obligation owed to the Company or any of its Subsidiaries or Affiliates, breach of fiduciary duty or disregard or violation of rules, policies or procedures of the Company or any of its Subsidiaries or Affiliates, an
unauthorized disclosure of any trade secret or confidential information of the Company or any of its Subsidiaries or Affiliates, any conduct constituting unfair competition, or inducing any customer to breach a contract with the Company or any of
its Subsidiaries or Affiliates, in each case as determined by the Committee in its good faith discretion. 
  

	 	9.	No Right to Continued Employment. 

 None of the Restricted Stock 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 9 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. 
  

	 	10.	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 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 Fidelity NetBenefits® at www.netbenefits.com under Plan Information and Documents. 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 The First American 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. 
  

	 	11.	Compliance with Laws and Regulations. 

 (a) The Restricted Stock Units and the obligation of the Company to sell and deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal and state laws, rules and
regulations and (ii) any registration, qualification, approvals or other requirements imposed by any government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable. Moreover, the
Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing,
registration or qualification of Shares upon any national securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver
any certificates for Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification, consent or approval has been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Company. 
  

 - 4 - 








 (b) It is intended that the Shares received in respect of the Restricted Stock Units shall
have been registered under the Securities Act. If the Participant is an “affiliate” of the Company, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received
except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to
comply with Federal and state securities laws. 
 (c) If, at any time, the Shares are not registered under the Securities Act,
and/or there is no current prospectus in effect under the Securities Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company pursuant to this Agreement, an agreement (in
such form as the Company may specify) in which the Participant represents and warrants that the Participant is purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account, for investment only and not with
a view to the resale or distribution thereof, and represents and agrees that any subsequent offer for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate form
under the Securities Act, which registration statement has become effective and is current with regard to the Shares being offered or sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming
such exemption the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of
such exemption thereto. 
  

	 	12.	Notices. 

 All notices by
the Participant or the Participant’s assignees shall be addressed to The First American 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. 
  

	 	13.	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. 
  

 - 5 - 









	 	14.	Other Plans. 

 The
Participant acknowledges that any income derived from the Restricted Stock 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, Bonus Restricted Stock Units shall be deemed to be “Covered
Compensation” in an amount equal to 100% of their Fair Market Value on the Date of Grant. Other Restricted Stock Units shall not be deemed to be “Covered Compensation.” Dividend Equivalents paid on either Bonus Restricted Stock Units
or Other Restricted Stock Units shall not be deemed to be “Covered Compensation” under such plans. 
  

	 	15.	Vesting of RSUs Contingent on Company Performance. 

 Notwithstanding any other provisions in this Agreement, except in the event of an acceleration of vesting pursuant to Section 4(a) or Section 5 of this Agreement, the Participant’s
entitlement to the receipt of any Shares hereunder is contingent upon the Company’s achievement of net income (as defined in accordance with generally acceptable accounting principals) for 2010 of $50 million or more. Net income shall be
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. If the Company consummates a spin-off of one or more entities prior to
December 31, 2010, the performance condition specified in the previous sentence shall be determined by adding to the net income of the Company the net income of any entity whose stock was distributed to the shareholders of the Company.

  

			
	THE FIRST AMERICAN CORPORATION
		
	By:	 	  

		 	Name: Parker S. Kennedy
		 	Title: Chairman and Chief Executive Officer
		
	Date:	 	[Grant Date]


 Acknowledged and agreed as of
the Date of Grant: 
  

			
	Printed Name:	 	[Participant Name]
		
	Date:	 	[Acceptance Date]

 [NOTE: GRANT WILL BE ACCEPTED
ELECTRONICALLY] 
  

 - 6 -