Exhibit 10.2


 


FORM


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into as of the ___ day of _____, 20__, by Walker & Dunlop, Inc., a Maryland corporation
(the “Company”) with its principal place of business at 7501 Wisconsin Avenue, Suite 1200E, Bethesda, MD 20814, and
[______], residing at the address on file with the Company (the “Executive”).


 


WHEREAS, the parties
desire to enter into this Agreement to reflect the Executive’s executive capacities in the Company’s business and to
provide for the Company’s continued employment of the Executive; and


 


WHEREAS, the parties
wish to set forth the terms and conditions of that employment.


 


NOW THEREFORE, in consideration
of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, the parties agree as follows:


 


	1.	Term of Employment



 


The Company hereby
continues to employ the Executive, and the Executive hereby accepts continued employment with the Company, upon the terms and conditions
set forth in this Agreement. Unless terminated earlier pursuant to Section 5, the Executive’s employment pursuant to this
Agreement shall be for the three (3) year period commencing on [_____], 20[__] (the “Commencement Date”) and ending
on the third anniversary of the Commencement Date (the “Initial Term”). The Initial Term shall be extended for an additional
twelve (12) months on the third and each subsequent anniversary of the Commencement Date unless the Company or the Executive provides
written notice to the contrary at least sixty (60) days before the applicable anniversary of the Commencement Date. The Initial
Term, together with any such extensions, shall be referred to herein as the “Employment Period.”


 


	2.	Title; Duties



 


The Executive shall
be employed as [_____] of the Company. The Executive shall report to the [Chief Executive Officer of the Company]1,
who shall have the authority to direct, control and supervise the activities of the Executive. The Executive shall perform such
services consistent with the Executive’s position as may be assigned to Executive from time to time by the [Chief Executive
Officer of the Company] and are consistent with the bylaws of the Company as it may be amended from time to time, including, but
not limited to, managing the affairs of the Company.


 





 






1
Note to Draft: For CEO’s agreement, bracketed references to CEO reference the Board.


 



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		3.	Extent of Services



 


		(a)	General. The Executive agrees not to engage in
any business activities during the Employment Period except those which are for the sole benefit of the Company and its subsidiaries,
and to devote Executive’s entire business time, attention, skill and effort to the performance of Executive’s duties
under this Agreement. Notwithstanding the foregoing, the Executive may, without impairing or otherwise adversely affecting the
Executive’s performance of Executive’s duties to the Company, (i) engage in personal investments and charitable, professional
and civic activities, and (ii) with the prior approval of the [Chief Executive Officer of the Company], serve on the boards of
directors of corporations other than the Company, provided, however, that no such approval shall be necessary for the Executive’s
continued service on any board of directors on which the Executive was serving on the date of this Agreement, all of which have
been previously disclosed to the Company’s Board of Directors in writing and provided further, that in no event shall the
Executive be permitted to serve on the board of directors of any other entity that competes with the Company. The Executive shall
perform Executive’s duties to the best of Executive’s ability, shall adhere to the Company’s published policies
and procedures, and shall use Executive’s best efforts to promote the Company’s interests, reputation, business and
welfare.



 


		(b)	Corporate Opportunities. The Executive agrees
that Executive will not take personal advantage of any business opportunities which arise during Executive’s employment
with the Company and which may be of benefit to the Company. All material facts regarding such opportunities must be promptly
reported by the Executive to the [Chief Executive Officer of the Company] for consideration by the Company.



 


		4.	Compensation and Benefits



 


		(a)	Salary. The Company shall pay the Executive a
gross base annual salary (“Base Salary”) of $[_____]. The Base Salary shall be payable in arrears and in accordance
with the Company’s normal payroll practices, minus such deductions as may be required by law or reasonably requested by
the Executive. The Company’s Compensation Committee (the “Compensation Committee”) shall review Executive’s
Base Salary annually in conjunction with its regular review of employee salaries and may increase (but not decrease) the Base
Salary as in effect from time to time as the Compensation Committee shall deem appropriate.



 


		(b)	Annual Bonus. Executive shall be entitled to earn
bonuses with respect to each calendar year of the Employment Period (or partial calendar year), based upon Executive’s and
the Company’s achievement of performance objectives set by the Company (“Annual Bonus”), with a target bonus
(“Target Bonus”) of [___]% of Executive’s Base Salary. Any such Annual Bonus earned by the Executive shall be
paid annually by March 15 of the year following the end of the year for which the Annual Bonus was earned.



 






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		(c)	Equity Grants. The Executive will be eligible
for grants of equity or equity-based awards under any equity compensation plans of the Company as in effect from time to time
at the discretion of the Company’s Board of Directors.



 


		(d)	Other Benefits. The Executive shall be entitled
to paid time off and holiday pay in accordance with the Company’s policies in effect from time to time and shall be eligible
to participate in such life, health, and disability insurance, pension, deferred compensation (including any matching contribution
program) and incentive plans, equity award plans (including any performance-based equity award program), performance bonuses and
other benefits as the Company extends, as a matter of policy, to its executive employees, consistent with the terms of such plans
and arrangements and as such plans and arrangements may be amended from time to time.



 


		(e)	Reimbursement of Business Expenses. The Company
shall reimburse the Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in
connection with, or related to, the performance of Executive’s duties, responsibilities or services under this Agreement,
upon presentation by the Executive of documentation, expense statements, vouchers, and/or such other supporting information as
the Company may reasonably request.



 


		(f)	Timing of Reimbursements. Any reimbursement under this Agreement that is taxable to the
Executive shall be made in no event later than sixty (60) days following the calendar year in which the Executive incurred the
expense.



 


		5.	Termination



 


		(a)	Termination by the Company for Cause. The Company
may terminate the Executive’s employment under this Agreement at any time for Cause, upon written notice by the Company
to the Executive. For purposes of this Agreement, “Cause” for termination shall mean any of the following: (i) the
conviction of the Executive of, or the entry of a plea of guilty or nolo contendere by the Executive to, any felony; (ii) fraud,
misappropriation or embezzlement by the Executive; (iii) the Executive’s willful failure or gross negligence in the
performance of Executive’s assigned duties for the Company, which failure or negligence continues for more than fifteen
(15) calendar days following the Executive’s receipt of written notice of such willful failure or gross negligence; (iv)
the Executive’s breach of any fiduciary duties to the Company; (v) a material violation of a material Company policy which,
if such violation is curable, such failure is not cured within fifteen (15) calendar days following the Executive’s receipt
of written notice of such failure, with such detail as sufficient to apprise Executive of the nature and extent of such failure;
or (vi) the material breach by the Executive of any material term of this Agreement, which, if such breach is curable, such breach
is not cured within fifteen (15) calendar days following the Executive’s receipt of written notice of such breach, with
such detail as sufficient to apprise Executive of the nature and extent of such breach.



 






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		(b)	Termination by the Company Without Cause or by the
Executive Without Good Reason. Either party may terminate this Agreement at any time without Cause (in the case of the Company)
or without Good Reason (in the case of the Executive), upon giving the other party sixty (60) days’ written notice. At the
Company’s sole discretion, it may substitute sixty (60) days’ Base Salary (or any lesser portion for any shortened
period provided) in lieu of notice. Any Base Salary paid to the Executive in lieu of notice shall not be offset against any entitlement
the Executive may have to the Severance Payment pursuant to Section 6(c). For purposes of this Agreement, in the event the Company
elects not to extend the Employment Period in accordance with Section 1 hereof, Executive’s employment shall terminate on
the last day of the Employment Period and such election shall be deemed a termination by the Company without Cause.



 


		(c)	Termination by Executive for Good Reason. The
Executive may terminate Executive’s employment under this Agreement at any time for Good Reason, upon written notice by
the Executive to the Company. For purposes of this Agreement, Good Reason for termination shall mean, without the Executive’s
consent: (i) the assignment to the Executive of substantial duties or responsibilities inconsistent with the Executive’s
position at the Company, or any other action by the Company which results in a substantial diminution of the Executive’s
duties or responsibilities other than any such reduction which is remedied by the Company within thirty (30) days of receipt of
written notice thereof from the Executive; (ii) a requirement that the Executive work principally from a location that is twenty
(20) miles further from the Executive’s residence than the Company’s address first written above; (iii) a ten (10)
percent or greater reduction in the Executive’s Base Salary, Target Bonus, excluding any reductions caused by the failure
to achieve performance targets, or annual grant date fair value (as reasonably determined by the Company) of equity or equity-based
awards granted under any equity compensation plans of the Company that vest solely based on the passage of time (the “Time-Based
Equity Awards”); or (iv) any material breach by the Company of this Agreement. Good Reason shall not exist pursuant to any
subsection of this Section 5(c) unless (A) the Executive shall have delivered notice to the Company’s Board of Directors
within ninety (90) days of the occurrence of such event constituting Good Reason, and (B) the Company’s Board of Directors
fails to remedy the circumstances giving rise to the Executive’s notice within thirty (30) days of receipt of notice. The
Executive must terminate employment under this Section 5(c) at a time agreed reasonably with the Company, but in any event within
one hundred fifty (150) days from the occurrence of an event constituting Good Reason. For purposes of Good Reason, the Company
shall be defined to include any successor to the Company which has assumed the obligations of the Company through merger, acquisition,
stock purchase, asset purchase or otherwise.



 






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		(d)	Executive’s Death or Disability. The Executive’s employment shall terminate
immediately upon Executive’s death or, upon written notice as set forth below, Executive’s Disability. As used in this
Agreement, “Disability” shall mean such physical or mental impairment as would render the Executive unable to perform
each of the essential duties of the Executive’s position by reason of a medically determinable physical or mental impairment
which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12)
months. If the Employment Period is terminated by reason of the Executive’s Disability, either party shall give thirty (30)
days’ advance written notice to that effect to the other.



 


		(e)	Executive’s Retirement. The Executive’s
employment shall terminate upon Executive’s Retirement. As used in this Agreement, “Retirement” shall mean the
Executive resigns on or after age sixty five pursuant to this Section 5(e). If the Employment Period is terminated by reason of
the Executive’s Retirement, the Executive shall give one hundred eighty (180) days’ advance notice to the effect to
the Company.



 


		6.	Effect of Termination



 


		(a)	General. Regardless of the reason for any termination
of this Agreement and subject to this Section 6, the Executive (or the Executive’s estate if the Employment Period ends
on account of the Executive’s death) shall be entitled to (i) payment of any unpaid portion of the Base Salary through
the effective date of termination; (ii) reimbursement for any outstanding reasonable business expense incurred under Section 4(e)
in performing Executive’s duties hereunder in accordance with Company policy; (iii) continued insurance benefits to the
extent required by law; (iv) payment of any vested but unpaid rights as required independent of this Agreement by the terms of
any bonus or other incentive pay or equity plan, or any other employee benefit plan or program of the Company in accordance with
the terms of such plan or program; and (v) except in the case of Termination by the Company for Cause, any unpaid Annual Bonus
earned by Executive for the calendar year prior to the calendar year in which Executive’s termination occurs, as determined
by the Company based on actual performance achieved, which Annual Bonus, if any, shall be paid to Executive when bonuses for such
year are paid to actively employed senior executives of the Company. Except as otherwise expressly required by law (e.g., COBRA)
or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory
amounts hereunder (if any) shall cease upon the termination of Executive’s employment hereunder. Upon termination of this
Agreement for any reason, the Executive shall resign from all boards and committees of the Company, its affiliates and its subsidiaries.



 


		(b)	Termination by the Company for Cause or by Executive
Without Good Reason. If the Company terminates the Executive’s employment for Cause or the Executive terminates Executive’s
employment without Good Reason, the Executive shall have no rights or claims against the Company except to receive the payments
and benefits described in Section 6(a).



 






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		(c)	Termination by the Company Without Cause or by the
Executive with Good Reason. If the Company terminates the Executive’s employment without Cause pursuant to Section 5(b),
or the Executive terminates employment with Good Reason pursuant to Section 5(c), the Executive shall be entitled to receive,
in addition to the items referenced in Section 6(a), the following:



 


		(i)	continued payment of
the Base Salary, at the rate in effect on the last day of employment (but in no event in an annual amount less than as set forth
in Section 4(a)), for a period of twelve (12) months.  Such amount shall be paid in approximately equal installments
on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings
for sums owed by the Executive to the Company;



 


		(ii)	continued payment by
the Company for the Executive’s life and health insurance coverage for twelve (12) months (the “Continuation Period”)
to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment
and subject to the eligibility requirements and other terms and conditions of such insurance coverage; provided that if continued
payment by the Company of the Executive’s health insurance coverage would result in a violation of the nondiscrimination
rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended, or any statute or regulation of similar effect (including,
without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation
Act), then in lieu of providing such continued payment, the Company will instead pay the Executive on the first day of each month
a fully taxable cash payment equal to the Company’s premiums for that month (the “Monthly Premium”) and a corresponding
Tax Indemnity Payment (defined below), subject to applicable tax withholdings, for the remainder of the Continuation Period;



 


		(iii)	payments equal to two
(2) times the average Annual Bonus earned by the Executive over the two (2) calendar years preceding the year of termination
(or if the Executive has not been employed for two (2) calendar years, payments equal to two (2) times the Executive’s
Target Bonus for the year of termination).  By way of example only, if the Executive’s Annual Bonus over the preceding
two (2) years was $300,000 and $0, the average would be $150,000 and the payment under this Section 6(c)(iii) would equal
$300,000.  Such amount shall be paid to the Executive within ten (10) days after the end of the Restricted Period (as
defined below);



 






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		(iv)	a pro rata portion
of the Annual Bonus for the year of termination, as reasonably determined by the Company based upon the extent to which performance
goals for the year of termination are achieved, which Annual Bonus, if any, shall be paid to Executive no later than March 15
of the year following the year in which such termination occurs; and



 


		(v)	immediate vesting as of the last day of employment in
any unvested Time-Based Equity Awards (with any such awards that vest in whole or in part based on the attainment of performance-vesting
conditions (“Performance-Based Equity Awards”) being governed by the terms of the applicable award agreement).



 


None
of the benefits described in this Section 6(c) (the “Severance Payments”) will be payable unless the Executive
has signed a general release (in substantially the form attached hereto as Exhibit A) within forty five (45) days of
date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise
of its discretion, releasing the Company, its affiliates, and their directors, officers and employees, from any and all claims
or potential claims arising from or related to the Executive’s employment or termination of employment. The Severance Payments
shall commence on the Company’s first regular payroll date occurring on or after the sixtieth (60th) date following
the date of termination (the “First Payroll Date”), with amounts otherwise payable under the Company’s normal
payroll procedures prior to the First Payroll Date to be paid in lump sum on the First Payroll Date without interest thereon.


 


For
purposes of Section 6(c)(ii), the “Tax Indemnity Payment” shall equal the aggregate amount of additional payments necessary
to deliver to the Executive the Monthly Premium amount in full on a net after-tax basis with the amount of each such Tax Indemnity
Payment to be based upon the Tax Rate in effect when the corresponding Monthly Premium amount is paid. For the purposes of the
foregoing, “Tax Rate” means the Executive’s current tax rate based upon the combined federal and state and local
income, earnings, Medicare and any other tax rates applicable to the Executive, all at the highest marginal rates of taxation in
the county and state of the Executive’s residence on the date of determination, net of the reduction in federal income taxes
which could be obtained by deduction of such state and local taxes.


 


		(d)	Termination In the Event of Death, Disability or Retirement.
In the event of a termination of employment due to death, Disability or Retirement, the Executive shall be entitled to receive,
in addition to the items referenced in Section 6(a), the following:



 


		(i)	a pro rata portion of the Annual Bonus for the year of
termination, as reasonably determined by the Company based upon the extent to which performance goals for the year of termination
are achieved, which Annual Bonus, if any, shall be paid to Executive (or Executive’s estate) no later than March 15 of the
year following the year in which such termination occurs; and



 






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		(ii)	immediate vesting as of the last day of employment in
any unvested Time-Based Equity Awards (with any Performance-Based Equity Awards being governed by the terms of the applicable
award agreement).



 


		7.	Confidentiality



 


		(a)	Definition of Proprietary Information. The Executive
acknowledges that Executive may be furnished or may otherwise receive or have access to confidential information which relates
to the Company’s past, present or future business activities, strategies, services or products, research and development;
financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins
and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll
information; or other information regarding administrative, management, or financial activities of the Company, or of a third
party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic
form, and including any materials or documents containing such information, shall be considered by the Company and the Executive
as proprietary and confidential (the “Proprietary Information”).



 


		(b)	Exclusions. Notwithstanding the foregoing, Proprietary
Information shall not include information in the public domain not as a result of a breach of any duty by the Executive or any
other person.



 


		(c)	Obligations. Both during and after the Employment
Period, the Executive agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms
thereof, whether disclosed to Executive before this Agreement is signed or afterward. In addition, the Executive shall not (i)
disclose or disseminate the Proprietary Information to any third party, including employees of the Company (or its affiliates)
without a legitimate business need to know during the Employment Period; (ii) remove the Proprietary Information from the Company’s
premises without a valid business purpose; or (iii) use the Proprietary Information for Executive’s own benefit or for the
benefit of any third party.



 


		(d)	Return of Proprietary Information. The Executive
acknowledges and agrees that all the Proprietary Information used or generated during the course of working for the Company is
the property of the Company. The Executive agrees to deliver to the Company all documents and other tangibles containing the Proprietary
Information at any time upon request by the Company’s Board of Directors during Executive’s employment and immediately
upon termination of Executive’s employment.



 






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		(e)	Whistleblower and Trade Secret Protections. Notwithstanding
anything to the contrary herein, nothing in this Agreement is intended to or will be used by the Company in any way to prohibit
Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in
accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806
of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including
the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C.
 § 1833, notwithstanding anything to the contrary in this Agreement: (A) Executive shall not be in breach of this Agreement
and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade
secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of
reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (B) if Executive files a lawsuit
for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s
attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade
secret under seal, and does not disclose the trade secret, except pursuant to court order.



 


		8.	Noncompetition



 


		(a)	Restriction on Competition. For the period of
the Executive’s employment with the Company and for twelve (12) months following the expiration or termination of the Executive’s
employment with the Company (the “Restricted Period”), the Executive agrees not to engage, directly or indirectly,
as a manager, employee, consultant, partner, principal, agent, representative, or in any other individual or representative capacity
in any material business that the Company conducts as of the date of the Executive’s termination of employment, including
but not limited to the multifamily finance business, where material is defined as fifteen (15) percent of the gross revenues of
the Company based on the most recent quarterly earnings. Executive further agrees that for the period of the Executive’s
employment with the Company and for the Restricted Period, the Executive will not engage, directly or indirectly, as an owner,
director, trustee, member, stockholder, or in any other corporate capacity in any material business that the Company conducts
as of the date of the Executive’s termination of employment. Notwithstanding the foregoing, the Executive shall not be deemed
to have violated this Section 8(a) solely (i) by reason of Executive’s passive ownership of 1% or less of the outstanding
stock of any publicly traded corporation or other entity, (ii) by providing legal, accounting or audit services as an employee
or partner of a professional services organization or (iii) by providing services to any investment banking or other institution
that do not relate to any material business that the Company conducts as of the date of the Executive’s termination of employment.



 






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		(b)	Non-Solicitation of Clients. During the Restricted
Period, the Executive agrees not to solicit, directly or indirectly, on Executive’s own behalf or on behalf of any other
person(s), any client of the Company to whom the Company had provided services at any time during the Executive’s employment
with the Company in any line of business that the Company conducts as of the date of the Executive’s termination of employment
or that the Company is actively soliciting, for the purpose of marketing or providing any service competitive with any service
then offered by the Company.



 


		(c)	Non-Solicitation of Employees. During the Restricted
Period, the Executive agrees that Executive will not, directly or indirectly, hire or attempt to hire or cause any business, other
than an affiliate of the Company, to hire any person who is then or was at any time during the preceding six (6) months an employee
of the Company and who is at the time of such hire or attempted hire, or was at the date of such employee’s separation from
the Company a vice president, senior vice president or executive vice president or other senior executive employee of the Company.



 


		(d)	Acknowledgement. The Executive acknowledges that
Executive will acquire much Proprietary Information concerning the past, present and future business of the Company as the result
of Executive’s employment, as well as access to the relationships between the Company and its clients and employees. The
Executive further acknowledges that the business of the Company is very competitive and that competition by Executive in that
business during Executive’s employment, or after Executive’s employment terminates, would severely injure the Company.
The Executive understands and agrees that the restrictions contained in this Section 8 are reasonable and are required for the
Company’s legitimate protection, and do not unduly limit Executive’s ability to earn a livelihood.



 


		(e)	Rights and Remedies upon Breach. The Executive
acknowledges and agrees that any breach by Executive of any of the provisions of Sections 7 and 8 (the “Restrictive Covenants”)
would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the
Executive breaches, or threatens to commit a breach of, any of the provisions of the Restrictive Covenants, the Company and its
affiliates, including the Company, shall have the following rights and remedies, each of which rights and remedies shall be independent
of the other and severally enforceable, and all of which rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company and its affiliates, including the Company, under law or in equity (including,
without limitation, the recovery of damages):



 






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		(i)	The right and remedy to have the Restrictive Covenants
specifically enforced (without posting bond and without the need to prove damages) by any court of competent jurisdiction, including,
without limitation, the right to an entry against the Executive of restraining orders and injunctions (preliminary, mandatory,
temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants; and



 


		(ii)	The right and remedy to require the Executive to account
for and pay over to the Company and its affiliates all compensation, profits, monies, accruals, increments or other benefits (collectively,
 “Benefits”) derived or received by Executive as the result of any transactions constituting a breach of the Restrictive
Covenants, and the Executive shall account for and pay over such Benefits to the Company and, if applicable, its affected affiliates.



 


		(f)	Without limiting Section 13(j), if any court or other
decision-maker of competent jurisdiction determines that any of the Restrictive Covenants, or any part thereof, is unenforceable
because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable,
the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and,
in its reduced form, such provision shall then be enforceable and shall be enforced.



 


		9.	Executive Representation



 


The Executive represents
and warrants to the Company that Executive is not now under any obligation of a contractual or other nature to any person, business
or other entity which is inconsistent or in conflict with this Agreement or which would prevent Executive from performing Executive’s
obligations under this Agreement.


 


		10.	Mediation and Arbitration



 


		(a)	Except as provided in Section 10(b), any disputes between
the Company and the Executive in any way concerning the Executive’s employment, the termination of Executive’s employment,
this Agreement or its enforcement shall be subject to mediation. If the Company and the Executive cannot agree upon a mediator,
each shall select one name from a list of mediators maintained by any bona fide dispute resolution provider or other private mediator;
the two selected shall then choose a third person who will serve as the sole mediator. The first mediation session shall occur
within forty five (45) calendar days following the notice of a dispute. If within sixty (60) days of the first mediation session
the claim is not resolved, either party may request that the dispute be settled exclusively by arbitration in the state of Maryland
by a single arbitrator, selected in the same manner as the mediator, in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association in effect at the time of submission to arbitration. Judgment may
be entered on the arbitrators’ award in any court having jurisdiction. For purposes of entering any judgment upon an award
rendered by the arbitrators, any or all of the following courts have jurisdiction: (i) the United States District Court for the
Fourth Circuit, (ii) any of the courts of the State of Maryland, or (iii) any other court having jurisdiction. Any service of
process or notice requirements in any such proceeding shall be satisfied if the rules of such court relating thereto have been
substantially satisfied. The Company and the Executive waive to the fullest extent permitted by applicable law, any objection
which it may now or hereafter have to such jurisdiction and any defense of inconvenient forum. A judgment upon an award rendered
by the arbitrators may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each
party shall bear its costs and expenses arising in connection with any arbitration proceeding.



 






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		(b)	Notwithstanding the foregoing, the Company, in its sole
discretion, may bring an action in any court of competent jurisdiction to seek injunctive relief and such other relief as the
Company shall elect to enforce the Restrictive Covenants. If the courts of any one or more of such jurisdictions hold the Restrictive
Covenants wholly unenforceable by reason of breadth of scope or otherwise it is the intention of the Company and the Executive
that such determination not bar or in any way affect the Company’s right, or the right of any of its affiliates, to the
relief provided in Section 8(e) above in the courts of any other jurisdiction within the geographical scope of such Restrictive
Covenants, as to breaches of such Restrictive Covenants in such other respective jurisdictions, such Restrictive Covenants as
they relate to each jurisdiction being, for this purpose, severable, diverse and independent covenants, subject, where appropriate,
to the doctrine of res judicata. The parties hereby agree to waive any right to a trial by jury for any and all disputes hereunder
(whether or not relating to the Restrictive Covenants).



 


		11.	Section 409A. 



 


To the extent the Executive
would be subject to the additional twenty (20) percent tax imposed on certain deferred compensation arrangements pursuant to Section
409A of the Internal Revenue Code of 1986, as amended (“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 tax and preserve to the maximum
extent possible the original intent and economic benefit to the Executive and the Company, and the parties shall promptly execute
any amendment reasonably necessary to implement this Section 11.


 


		(a)	For
                                         purposes of Section 409A, the Executive’s right to receive installment payments
                                         pursuant to this Agreement including, without limitation, each severance payment and
                                         health insurance payment shall be treated as a right to receive a series of separate
                                         and distinct payments.



 






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		(b)	The
                                         Executive will be deemed to have a date of termination for purposes of determining the
                                         timing of any payments or benefits hereunder that are classified as deferred compensation
                                         only upon a “separation from service” within the meaning of Section 409A



 


		(c)	Notwithstanding
                                         any other provision of this Agreement to the contrary, if at the time of the Executive’s
                                         separation from service, (i) the Executive is a specified employee (within the meaning
                                         of Section 409A and using the identification methodology selected by the Company from
                                         time to time), and (ii) the Company makes a good faith determination that an amount payable
                                         on account of such separation from service to the Executive constitutes deferred compensation
                                         (within the meaning of Section 409A) the payment of which is required to be delayed pursuant
                                         to the six (6) month delay rule set forth in Section 409A in order to avoid taxes or
                                         penalties under Section 409A (the “Delay Period”), then the Company will
                                         not pay such amount on the otherwise scheduled payment date but will instead pay it in
                                         a lump sum on the first business day after such six (6) month period (or upon the Executive’s
                                         death, if earlier), together with interest for the period of delay, compounded annually,
                                         equal to the prime rate (as published in the Wall Street Journal) in effect as of the
                                         dates the payments should otherwise have been provided. To the extent that any benefits
                                         to be provided during the Delay Period are considered deferred compensation under Section
                                         409A provided on account of a “separation from service,” and such benefits
                                         are not otherwise exempt from Section 409A, the Executive shall pay the cost of such
                                         benefit during the Delay Period, and the Company shall reimburse the Executive, to the
                                         extent that such costs would otherwise have been paid by the Company or to the extent
                                         that such benefits would otherwise have been provided by the Company at no cost to the
                                         Executive, the Company’s share of the cost of such benefits upon expiration of
                                         the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company
                                         in accordance with the procedures specified herein.



 


		(d)	(A)
                                         Any amount that the Executive is entitled to be reimbursed under this Agreement will
                                         be reimbursed to the Executive as promptly as practical and in any event not later than
                                         the last day of the calendar year after the calendar year in which the expenses are incurred,
                                         (B) any right to reimbursement or in kind benefits will not be subject to liquidation
                                         or exchange for another benefit, and (C) the amount of the expenses eligible for reimbursement
                                         during any taxable year will not affect the amount of expenses eligible for reimbursement
                                         in any other taxable year.



 


		(e)	Whenever
                                         a payment under this Agreement specifies a payment period with reference to a number
                                         of days (e.g., “payment shall be made within thirty (30) days following the date
                                         of termination”), the actual date of payment within the specified period shall
                                         be within the sole discretion of the Company.



 






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		12.	Clawback Policies



 


The Executive is subject
to any recoupment or clawback policies that the Company may implement or maintain at any time regarding incentive-based compensation,
which is granted or awarded to Executive on or after the date of this Agreement. Such policies may include the right to recover
incentive-based compensation (including equity or equity-based awards granted as compensation) awarded or received during the three-year
period preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with
any financial reporting requirement under federal securities laws. The Executive agrees to amend any awards and agreements entered
into on or after the date of this Agreement as the Company may request to reasonably implement its policies.


 


		13.	Miscellaneous



 


		(a)	Notices. All notices required or permitted under
this Agreement shall be in writing and shall be deemed effective (i) upon personal delivery, (ii) upon deposit with the United
States Postal Service, by registered or certified mail, postage prepaid, or (iii) in the case of facsimile transmission or delivery
by nationally recognized overnight delivery service, when received, addressed as follows:



 


		(b)	If to the Company, to:



 


	 	Walker & Dunlop, Inc.
	 	7501 Wisconsin Avenue
	 	Suite 1200E
	 	Bethesda, MD 20814
	 	Attention: General Counsel




 


		(i)	If to the Executive, to:



 


	 	[______]
	 	Address on file with the Company




 


			or to such other address or addresses as either party
shall designate to the other in writing from time to time by like notice.



 


		(c)	Pronouns. Whenever the context may require, any
pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of
nouns and pronouns shall include the plural, and vice versa.



 


		(d)	Entire Agreement. This Agreement constitutes the
entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating
to the subject matter of this Agreement.



 






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		(e)	Amendment. This Agreement may be amended or modified
only by a written instrument executed by both the Company and the Executive, which amendment or modification is consented to by
the Company.



 


		(f)	Governing Law. This Agreement shall be construed,
interpreted and enforced in accordance with the laws of the State of Maryland, without regard to its conflicts of laws principles.



 


		(g)	Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of both parties and their respective successors and assigns, including any entity with which
or into which the Company may be merged or which may succeed to its assets or business or any entity to which the Company may
assign its rights and obligations under this Agreement; provided, however, that the obligations of the Executive are personal
and shall not be assigned or delegated by the Executive.



 


		(h)	Waiver. No delays or omission by the Company or
the Executive in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent
by the Company shall not be effective unless consented to by the Company. A waiver or consent given by the Company or the Executive
on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any
other occasion.



 


		(i)	Captions. The captions appearing in this Agreement
are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.



 


		(j)	Severability. In case any provision of this Agreement
shall be held by a court or arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise
unenforceable, such provision shall be restated to reflect as nearly as possible the original intentions of the parties in accordance
with applicable law, and the validity, legality and enforceability of the remaining provisions shall in no way be affected or
impaired thereby.



 


		(k)	Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.



 


[Signature page follows]


 






    	 	15	 



    	 	 	



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above written.


 


	 	WALKER & DUNLOP, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	EXECUTIVE
	 	 
	 	 




 






    	 		 



     


    

 


Exhibit
A


 


WAIVER AND RELEASE AGREEMENT


 


THIS
WAIVER AND RELEASE AGREEMENT (this “Release”) is entered into as of [________] (the “Effective Date”),
by [_____] (“Executive”) in consideration of severance pay (the “Severance Payment”)
provided to Executive by Walker & Dunlop, Inc., a Maryland corporation (the “Company”), pursuant to the
Employment Agreement by and between the Company and Executive (the “Employment Agreement”).


 


1.            Waiver
and Release. Subject to the last sentence of the first paragraph of this Section 1, Executive, on Executive’s own
behalf and on behalf of Executive’s heirs, executors, administrators, attorneys and assigns, hereby unconditionally and
irrevocably releases, waives and forever discharges the Company and each of its affiliates, parents, successors, predecessors,
and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates,
parents, successors, predecessors, and subsidiaries (collectively, all of the foregoing are referred to as the “Employer”),
from any and all causes of action, claims and damages, including attorneys’ fees, whether known or unknown, foreseen or
unforeseen, presently asserted or otherwise arising through the date of Executive’s signing of this Release, concerning
Executive’s employment or separation from employment. Subject to the last sentence of the first paragraph of this Section
1, this Release includes, but is not limited to, any payments, benefits or damages arising under any federal law (including, but
not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Employee Retirement Income
Security Act of 1974, the Americans with Disabilities Act, Executive Order 11246, the Family and Medical Leave Act, and the Worker
Adjustment and Retraining Notification Act, each as amended, and all other employment discrimination laws whatsoever as
may be created or amended from time to time); any claim arising under any state or local laws, ordinances or regulations (including,
but not limited to, any state or local laws, ordinances or regulations requiring that advance notice be given of certain workforce
reductions); and any claim arising under any common law principle or public policy, including, but not limited to, all suits in
tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy or loss of consortium. Notwithstanding
any other provision of this Release to the contrary, this Release does not encompass, and Executive does not release, waive or
discharge, the obligations of the Company (a) to make the payments and provide the other benefits contemplated by Section 6(a)
and Section 6(c) of the Employment Agreement, or (b) with respect to Executive’s ownership of vested equity securities of
the Company, or (c) under any indemnification or similar agreement with Executive or indemnification under the Articles of Incorporation,
Bylaws or other governing instruments of the Company.


 


Executive understands
that by signing this Release, Executive is not waiving any claims or administrative charges which cannot be waived by law. Executive
is waiving, however, any right to monetary recovery or individual relief should any federal, state or local agency (including the
Equal Employment Opportunity Commission) pursue any claim on Executive’s behalf arising out of or related to Executive’s
employment with and/or separation from employment with the Company.


 






    	 		 



     


    

 


Executive further
agrees without any reservation whatsoever, never to sue the Employer or become a party to a lawsuit on the basis of any and all
claims of any type lawfully and validly released in this Release.


 


2.             Acknowledgments.
Executive is signing this Release knowingly and voluntarily. Executive acknowledges that:


 


		(a)	Executive is hereby advised in writing to consult an attorney before signing this Release;



 


		(b)	Executive has relied solely on Executive’s own judgment and/or that of Executive’s
attorney regarding the consideration for and the terms of this Release and is signing this Release knowingly and voluntarily of
Executive’s own free will;



 


		(c)	Executive is not entitled to the Severance Payment unless Executive agrees to and honors the terms
of this Release;



 


		(d)	Executive has been given at least twenty-one (21) calendar days to consider this Release, or Executive
expressly waives the right to have at least twenty-one (21) days to consider this Release;



 


		(e)	Executive may revoke this Release within seven (7) calendar days after signing it by submitting
a written notice of revocation to the Employer. Executive further understands that this Release is not effective or enforceable
until after the seven (7) day period of revocation has expired without revocation, and that if Executive revokes this Release within
the seven (7) day revocation period, Executive will not receive the Severance Payment;



 


		(f)	Executive has read and understands the Release and further understands that, subject to the limitations
contained herein, it includes a general release of any and all known and unknown, foreseen or unforeseen claims presently asserted
or otherwise arising through the date of signing of this Release that Executive may have against the Employer; and



 


		(g)	No statements made or conduct by the Employer has in any way coerced or unduly influenced Executive
to execute this Release.



 






    	 		 



     


    

 


3.            No
Admission of Liability. This Release does not constitute an admission of liability or wrongdoing on the part of the Employer,
the Employer does not admit there has been any wrongdoing whatsoever against the Executive, and the Employer expressly denies
that any wrongdoing has occurred.


 


4.             Entire
Agreement. There are no other agreements of any nature between the Employer and Executive with respect to the matters discussed
in this Release, except as expressly stated herein, and in signing this Release, Executive is not relying on any agreements or
representations, except those expressly contained in this Release.


 


5.             Execution.
It is not necessary that the Employer sign this Release following Executive’s full and complete execution of it for it
to become fully effective and enforceable.


 


6.             Severability.
If any provision of this Release is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable
under any applicable statute or controlling law, the remainder of this Release shall continue in full force and effect.


 


7.            Governing
Law. This Release shall be governed by the laws of the State of Maryland, excluding the choice of law rules thereof.


 


8.             Headings.
Section and subsection headings contained in this Release are inserted for the convenience of reference only. Section and subsection
headings shall not be deemed to be a part of this Release for any purpose, and they shall not in any way define or affect the meaning,
construction or scope of any of the provisions hereof.


 


IN WITNESS WHEREOF,
the undersigned has duly executed this Agreement as of the day and year first herein above written.


 


	 	EXECUTIVE: