(2) Performance-Based Vesting. Subject to the provisions of Paragraphs 5and 6 below, 50% of the Options (“Performance-Based Options”) shall vest in four (4)equal annualincrements, as follows. One-fourth (1/4) of the Performance-Based Options shall vest onthe date as of which both of the following performance criteria have been met:(x) the per share price of the Corporation’s Stock at any time from the date of thisAgreement must equal or exceed two times the Strike Price and (y) investors mustachieve a 20% Annualized Rate of Return from the date of this Agreement based on theStrike Price. Thereafter, one-fourth (1/4) of the Performance-Based Options shallautomatically vest on each of the consecutive three (3) anniversaries of the date ofsuch initial vesting. (3) Extraordinary Performance-Based Vesting. Subject to the provisions ofParagraphs 5 and 6 below, 25% of the Options (“Extraordinary Performance-BasedOptions”) shall vest in four (4) equal annual increments, as follows. One-fourth (1/4)of the Extraordinary Performance-Based Options shall vest on the date as of whichboth of the following extraordinary performance criteria have been met: (x) theper share price of the Corporation’s Stock at any time from the date of this Agreementmust equal or exceed three times the Strike Price and (y) investors mustachieve a 25% Annualized Rate of Return from the date of this Agreement based on theStrike Price. Thereafter, one-fourth (1/4) of the Extraordinary Performance-BasedOptions shall automatically vest on each of the consecutive three (3) anniversaries ofthe date of such initial vesting.For the avoidance of doubt, the requisite performance and/or extraordinary performancecriteria provided in clauses (x) and (y) of Paragraphs 3A (2) and (3) above, once satisfiedfor the initial vesting of the Performance-Based Options and/or ExtraordinaryPerformance-Based Options, respectively, do not need to continue to be satisfied for vestingof the same on the subsequent three (3) anniversaries of such initial vesting. B. Accelerated VestingNotwithstanding the vesting schedule provided in Paragraph 3A above: (1) If the Employee’s employment is terminated by reason of (a) Death or Disabilityor (b) Retirement, then the Time-Based Options shall vest and shall becomeimmediately exercisable in full on the date of such termination. (2) If the Employee’s employment is terminated by reason of Death or Disability,then the Performance-Based Options and the Extraordinary Performance-Based Optionsshall remain outstanding, subject to vesting only upon satisfaction of the respectivecriteria for the vesting of such options set forth in Paragraph 3A above. AllPerformance-Based Options and Extraordinary Performance-Based Options that have notvested shall expire upon Retirement. C. GeneralUpon vesting, the Options may be exercised in whole or in part at any time before theOptions terminate, subject to the terms and conditions of this Agreement. In no case maythe Options be exercised as to less than 50 shares at any one time (or the remaining sharesthen purchasable under the Options, if less than 50 shares) or for a fractional share.Except as provided in Paragraph 5 below, the Options may not be exercised unless theEmployee shall, at the time of the exercise, be an employee of the Corporation. During theEmployee’s lifetime, only he/she or his/her guardian or legal representative may exercisethe Options. The Employee shall have none of the rights of a stockholder with respect toany of the shares of the Stock subject to the Options until such shares shall be issued inhis/her name or the name of his/her designee following the exercise of the Options.     Confidential Page 2 of 9  
 
 

 
**4. METHOD OF OPTION EXERCISE** A. Subject to the terms and conditions of this Agreement, the Options may be exercised bywritten notice to the Corporation at its Employee offices to the attention of the CorporateSecretary of the Corporation (the “Secretary”). Such notice shall state the election toexercise the Options, shall state the number of shares in respect of which it is beingexercised (the “Purchased Shares”) and shall be signed by the person or persons soexercising the Options. Such notice shall be accompanied by (i) a personal check payableto the order of the Corporation for payment of the full purchase price of the PurchasedShares, (ii) delivery to the Corporation of the number of shares of Stock duly endorsed fortransfer and owned by the Employee which have an aggregate Fair Market Value equal to theaggregate purchase price of the Purchased Shares or (iii) payment therefor made in suchother manner as may be acceptable to the Corporation on such terms as may be determined bythe Compensation Committee of the Board of Directors of the Corporation (the “Committee”).“Fair Market Value” shall mean the average of the high and low sales price of the Stock onthe last trading day immediately prior to the date of exercise, as reported on the primarysecurities exchange on which the Stock is then traded (if the Stock is not then publiclytraded on a securities exchange, the Compensation Committee shall determine the Fair MarketValue of such Stock at its complete discretion). In addition to and at the time of paymentof the purchase price, the person exercising the Options shall pay to the Corporation thefull amount of any federal and state withholding or other taxes applicable to the taxableincome of such person resulting from such exercise in cash unless the Committee in its solediscretion shall permit such taxes to be paid in Stock. Such payment may also be made inthe form of payroll withholding, at the election of the option holder. B. The Corporation shall issue the shares of the said purchased shares as soon aspracticable after receipt of the notice and all required payments by the person or personsexercising the Options as provided in Paragraph 4A above. Unless the person or personsexercising the Options shall otherwise direct the Corporation in writing, such shares shallbe registered in the name of the person or persons so exercising the Options and shall bedelivered as aforesaid to or upon the written order of the person or persons exercising theOptions. C. In the event the Options shall be exercised, pursuant to Paragraphs 3 and 5 hereof, byany person or persons other than the Employee, such notice shall be accompanied byappropriate proof of the derivative right of such person or persons to exercise theOptions. D. The date of exercise of the Options shall be the date on which the notice, thedocuments and all payments required under this Paragraph 4 are received by or arranged withthe Secretary. If such notice is received after the market close, the following tradingday will be considered the date of exercise. All shares that shall be purchased upon theexercise of the Options as provided herein shall be fully paid and non-assessable.     Confidential Page 3 of 9  
 
 

 
**5. TERMINATION OF OPTIONS**The Options may not be exercised to any extent after termination of the Options in one of the ways,whichever first occurs, set forth below in this Paragraph 5. A. The Options shall terminate upon the exercise of such Options in the manner provided inthis Agreement and the 2009 Plan, whether or not the shares are ultimately delivered. B. Except as may otherwise be provided in Paragraph 5 C below for the earlier terminationof the Options, the Options and all rights and obligations thereunder shall expire ten (10)years after the date of this Agreement, *provided, however*, that in the event that theapplicable performance and/or extraordinary performance conditions are achieved prior tothe tenth anniversary of the date of this Agreement, Performance-Based Options andExtraordinary Performance-Based Options shall terminate on the later to occur of: (1) thefourth anniversary of the date the relevant performance criteria are achieved, or (2) thetenth anniversary of the date of this Agreement. For the avoidance of doubt, theachievement of performance conditions for Performance-Based Options only will not extendthe life of Extraordinary Performance-Based Options beyond the tenth anniversary of thedate of this Agreement. Further for the avoidance of doubt, in the event of an employmenttermination described in Paragraph 5 C below, all Options shall terminate on the datesdetailed in Paragraph 5 C, regardless of whether performance conditions or extraordinaryperformance conditions have been achieved. C. If, prior to exercise, expiration, surrender or cancellation of the Options, theEmployee’s employment terminates: (1) by reason of Disability, then the Options shall terminate not later than (a)five (5) years after the date of such termination of employment or (b) the end of theOption’s term, whichever occurs first. In the event of the death of the Employee aftersuch termination, the Options shall terminate on the earlier to occur of: (i) three (3)years after the date of the Employee’s death or (ii) the end of the Option’s term,during which period the Options may be exercised by the person or persons to whom theEmployee’s rights shall pass by will or by the applicable laws of descent ordistribution. (2) by reason of death, then the Options shall terminate three (3) years after thedate of the Employee’s death, during which period the Options may be exercised at anytime by the person or persons to whom the Employee’s rights shall pass by will or bythe applicable laws of descent or distribution. (3) by reason of termination of employment by the Corporation for Cause ortermination of employment by the Employee, then all Options shall terminate on suchdate of termination of employment.     Confidential Page 4 of 9  
 
 

 
 (4) by reason of termination of employment by the Corporation without Cause orRetirement of the Employee, then (a) with respect to all Time Based Options, allunvested Time Based Options shall terminate on the date of such termination ofemployment and all vested Time Based Options shall terminated on the six (6) monthanniversary of the date of such termination of employment, and (b) with respect toPerformance-Based Options and Extraordinary Performance-Based Options, (i) if therespective performance criteria for such Performance-Based Options or suchExtraordinary Performance Based Options have been satisfied on or prior to the ninety(90) day anniversary of the date of such termination of employment, suchPerformance-Based Options or Extraordinary Performance-Based Options, as applicable,shall terminate on the later of (x) the six month anniversary of the date such Optionvests, or (y) the six month anniversary of the date of such termination of employment,and (ii) if the respective performance criteria for such Performance-Based Options orExtraordinary Performance-Based Options have not been satisfied on or prior to theninety (90) day anniversary of the date of such termination of employment, suchPerformance-Based Options or Extraordinary Performance-Based Options, as applicable,shall terminate on the ninety (90) day anniversary of the date of termination ofemployment.**6. CONDITIONS UPON TERMINATION OF EMPLOYMENT**If the employment of the Employee terminates by reason of Retirement, then the rights of theEmployee and the Options shall be subject to the conditions that for a period of two (2) yearsfollowing the effective date of termination the Employee shall not (a) engage, either directly orindirectly, in any manner or capacity as advisor, principal, agent, partner, officer, director,employee, member of any association or otherwise, in any business or activity which is at the timecompetitive with any business or activity conducted by the Corporation, (b) solicit, directly orindirectly, any employee of the Corporation to leave the employ of the Corporation for employment,hire or engagement as an independent contractor elsewhere, (c) in any way interfere with therelationship between any customer, supplier, licensee or business relation of the Corporation or(d) share, reveal or utilize any Confidential Information of the Corporation except as otherwiseexpressly permitted by Corporation.In addition, the rights of the Employee to the Options shall be subject to the conditions that fora period of two (2) years he/she shall be available, unless he/she shall has since died, atreasonable times for consultations at the request of the Corporation’s management with respect tophases of the business with which he/she was actively connected during his/her employment, but suchconsultations shall not be required to be performed during usual vacation periods or periods ofillness or other incapacity or without reasonable compensation and cost reimbursement. In theevent that the above conditions are not fulfilled, the Employee shall forfeit all rights to anyunexercised portion of the Options as of the date of such breach of condition. Any determinationby the Board of Directors of the Corporation with regard to this Paragraph 6 shall be conclusive.     Confidential Page 5 of 9  
 
 

 
**7. ADJUSTMENT UPON CHANGES IN STOCK**If there shall be any change in the stock subject to the Options granted hereunder, through merger,consolidation, reorganization, recapitalization, stock dividend, stock split, spin off of one ormore subsidiaries or other change in the corporate structure, appropriate adjustments shall be madeby the Board of Directors of the Corporation in its reasonable discretion (or if the Corporation isnot the surviving corporation in any such transaction, the Board of Directors of the survivingcorporation — with the Board of Directors of the Corporation and the surviving corporationcollectively referred to in this Paragraph 7 as the “Board”) in the aggregate number and kind ofshares subject to the 2009 Plan and the number and kind of shares and the price per share subjectto the Options. Further, the Board shall adjust the performance conditions and extraordinaryperformance conditions as appropriate to avoid inequitable dilution or enlargement of award valuesor rights in connection with such a corporate transaction or restructuring. Without limiting thegenerality of the foregoing, in the event of a restructuring or transaction resulting in some orall of the Corporation’s Stock being convertible into equity of a separate company, the Board shallhave the authority to replace outstanding Options with any one or more of the following: (1)adjusted options of the Corporation; (2) adjusted options on the equity of the separate company;and (3) a combination of adjusted options on the shares of both the Corporation and the separatecompany, all as the Board sees as equitable. In the event of any such option adjustment and/orconversion, the Board shall ensure that the aggregate value of the Employee’s outstanding Optionsunder this Agreement is preserved through the conversion/adjustment. For the avoidance of doubt, inthe event Employee remains employed with the separate company that results from a restructuring ortransaction covered by this Paragraph 7, for purposes of this Agreement, he/she will be deemed toremain employed as if he/she continued employment with the Corporation such that the employmenttermination provisions applicable to Options shall not be invoked unless and until his/heremployment with such separate company shall terminate.**8. NON-TRANSFERABILITY OF OPTIONS**The Options shall not be transferable otherwise than by will or by the applicable laws of descentand distribution. More particularly (but without limiting the generality of the foregoing), theOptions may not be assigned, transferred (except as aforesaid), pledged or hypothecated in any way(whether by operation of law or otherwise) and shall not be subject to execution, attachment orsimilar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition ofthe Options contrary to the provisions hereof, and the levy of any execution, attachment or similarprocess upon the Options, shall be null and void and without effect.**9. PAYMENT OF EXPENSES AND COMPLIANCE WITH LAWS**The Corporation shall at all times during the term of the Options reserve and keep available suchnumber of shares of Stock as will be sufficient to satisfy the requirements of this Agreement,shall pay all original issue and/or transfer taxes with respect to the issue and/or transfer ofsharespursuant hereto and all other fees and expenses necessarily incurred by the Corporation inconnection therewith and will from time to time use its best efforts to comply with all laws andregulations which, in the opinion of counsel for the Corporation, shall be applicable thereto.     Confidential Page 6 of 9  
 
 

 
**10. DEFINITIONS** A. As used herein, the term “Disability” shall mean a physical or mental impairment which,as reasonably determined by the Board, renders the Employee unable to perform the essentialfunctions of his employment with the Corporation, even with reasonable accommodation thatdoes not impose an undue hardship on the Corporation, for more than 180 days in any12-month period, unless a longer period is required by federal or state law, in which casethat longer period would apply. B. As used herein, the term “Retirement” shall mean termination (other than by reason ofdeath or Disability) of the Employee’s employment with the Corporation or one of itssubsidiaries pursuant to and in accordance with a plan or program of the Corporation orsubsidiary applicable to the Employee provided, however, that for purposes of thisAgreement only, the Employee must have attained the age of 60 and been an employee of theCorporation for not less than three (3) years as of the date of termination of employmentby reason of Retirement. C. As used herein, “Confidential Information” shall mean all information relating toCorporation, including any of its subsidiaries, customers, vendors, and affiliates, of anykind whatsoever; know-how; experience; expertise; business plans; ways of doing business;business results or prospects; financial books, data and plans; pricing; supplierinformation and agreements; investor or lender data and information; business processes(whether or not the subject of a patent), computer software and specifications therefore;leases; and any and all agreements entered into by Corporation or its affiliates and anyinformation contained therein; database mining and marketing; customer relationshipmanagement programs; any technical, operating, design, economic, client, customer,consultant, consumer or collector related data and information, marketing strategies orinitiatives and plans which at the time or times concerned is either capable of protectionas a trade secret or is considered to be of a confidential nature regardless of form.Confidential Information shall not include: (a) information which is or becomes generallyavailable to the public other than as a result of a disclosure in breach of this Agreement,(b) information which was available on a non-confidential basis prior to the date hereof orbecomes available from a person other than the Corporation who was not otherwise bound byconfidentiality obligations to the Corporation and was not otherwise prohibited fromdisclosing the information or (c) Confidential Information which is required by law to bedisclosed, in which case, Employee will provide the Corporation with notice of suchobligation immediately to allow the Corporation to seek such intervention as it may deemappropriate to prevent such disclosure including and not limited to initiating legal oradministrative proceedings prior to disclosure. D. As used herein, “Annualized Rate of Return” shall be determined as a function of theCorporation’s stock price appreciation and dividends and other distributions over theStrike Price. For this purpose, dividends and other distributions shall be deemedreinvested in stock of the Company on the date such dividends and distributions are paid toshareholders. The Compensation Committee shall make all determinations of Annualized Rateof Return under this Agreement at its sole discretion.     Confidential Page 7 of 9  
 
 

 
 E. As used herein, “Cause” shall mean, as reasonably determined by the Board of Directorsof the Corporation (excluding the Employee, if he/she is then a member of the Board) either(i) any willful or grossly negligent conduct (including but not limited to fraud orembezzlement) committed by the Employee in connection with the Employee’s employment by theCorporation which conduct in the reasonable determination of the Board has had or will havea material detrimental effect on the Corporation’s business or (ii) the Employee’sconviction of, or entering into a plea of *nolo contendere*to, a felony involving fraud orembezzlement, whether or not committed in the course of the Employee’s employment with theCorporation.**11. AMENDMENT**In the event that the Board of Directors of the Corporation shall amend the 2009 Plan under theprovisions of Section 9 of the 2009 Plan and such amendment shall modify or otherwise affect thesubject matter of this Agreement, this Agreement shall, to that extent, be deemed to be amended bysuch amendment to the 2009 Plan. The Corporation shall notify the Employee in writing of any suchamendment to the 2009 Plan and this Agreement as soon as practicable after its approval.Notwithstanding any other provision of this Agreement or the 2009 Plan, the Employee’s Optionsunder this Agreement may not be amended in a way that materially diminishes the value of theOptions without the Employee’s consent to the amendment.**12. CONSTRUCTION**In the event of any conflict between the 2009 Plan and this Agreement, the provisions of the 2009Plan shall control. This Agreement shall be governed in all respects by the laws of the State ofGeorgia. No provision of this Agreement shall limit in any way whatsoever any right that theCorporation may otherwise have to terminate the employment of the Employee at any time.**13. ENTIRE AGREEMENT**This Agreement constitutes the entire agreement between the Corporation and the Employee andsupersedes all other discussions, correspondence, representations, understandings and agreementsbetween the parties, with respect to the subject matter hereof.**14. HEADINGS**The headings of the paragraphs of this Agreement are inserted for convenience only and shall not bedeemed a part hereof.     Confidential Page 8 of 9  
 
 

 
           **ATTEST:**   **ALTISOURCE PORTFOLIO SOLUTIONS S.A.**             By:     By:       Kevin J. Wilcox      William B. Shepro    Chief Administration Officer     Chief Executive Officer                   **EMPLOYEE**                   By:             Name:       Confidential Page 9 of 9