Exhibit 10.20


 


WALKER & DUNLOP, INC.


 


2010
EQUITY INCENTIVE PLAN


 


INCENTIVE STOCK OPTION AGREEMENT


 


Walker &
Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants an
option to purchase shares of its common stock, par value $0.01 (the “Option”),
to the optionee named below, subject to the vesting and other conditions set
forth below.  Additional terms and
conditions of the grant are set forth on this cover sheet and in the attachment
(collectively, the “Agreement”), in the Company’s 2010 Equity Incentive Plan
(as amended from time to time, the “Plan”), and in any employment agreement
between you and the Company or any Affiliate.


 


Grant Date: 
                                    ,
201 


 


Name of Optionee:


 


Optionee’s Social
Security Number:  
          -        -


 


Number of Shares
Covered by Option:


 


Option Price per
Share: 
$          .      
(At least 100% of Fair Market Value)


 


Vesting Schedule:  [The Non-Qualified Options shall vest in
equal installments on each vesting date set forth below; provide, however, that
any fractional shares shall be rounded down to the nearest whole option in the
first two (2) years:]


 


By your signature below, you agree to all of the
terms and conditions described herein, in the attached Agreement, in the Plan,
a copy of which is also attached, and in any employment agreement between you
and the Company or any Affiliate.  You
acknowledge that you have carefully reviewed the Plan, and agree that the Plan
will control in the event any provision of this cover sheet or Agreement should
appear to be inconsistent.


 


	
  Optionee:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 

















 


WALKER & DUNLOP, INC.


 


2010
EQUITY INCENTIVE PLAN


 


INCENTIVE STOCK OPTION AGREEMENT


 


	
  Incentive
  Stock Option

  	
   

  	
  This option is intended to
  be an incentive stock option under Section 422 of the Internal Revenue
  Code and will be interpreted accordingly. If you cease to be an employee of
  the Company, its parent or a subsidiary (“Employee”) but continue to provide
  Service, this option will be deemed a nonstatutory stock option three months
  after you cease to be an Employee. In addition, to the extent that all or
  part of this option exceeds the $100,000 rule of section 422(d) of
  the Internal Revenue Code, this option or the lesser excess part will be
  deemed to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your lifetime, only
  you (or, in the event of your legal incapacity or incompetency, your guardian
  or legal representative) may exercise the Option. Other than by will or the
  laws of descent and distribution the Option may not be sold, assigned,
  transferred, pledged, hypothecated or otherwise encumbered, whether by
  operation of law or otherwise, nor may the Option be made subject to
  execution, attachment or similar process.

   

  If you attempt to do any
  of these things, this Option will immediately become forfeited.

   

  Notwithstanding these
  restrictions on transfer, the Compensation Committee may authorize, in its
  sole discretion, the transfer of a vested Option (in whole or in part) to a
  member of your immediate family or a trust for the benefit of your immediate
  family.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Your Option shall vest in
  accordance with the vesting schedule shown on the cover sheet so long as you
  continue in Service on the vesting dates set forth on the cover sheet and is
  exercisable only as to its vested portion.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No
  additional shares of Stock will vest after your Service has terminated for
  any reason.

  
	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  Notwithstanding
  the vesting schedule set forth above, upon the consummation of a Change in
  Control, this option will become 100% vested (i) if it is not assumed,
  or equivalent options are not substituted for the options, by the Company or
  its successor, or (ii) if assumed or substituted for, upon your
  Involuntary Termination within the 12-month period (or for the period of time
  or lack of a period of time otherwise set forth in any employment agreement
  between you and 

  



 


2

















 


	
   

  	
   

  	
  the
  Company or any Affiliate), following the consummation of the Change in
  Control.

   

  “Involuntary
  Termination” means termination of your Service by reason of (i) your
  involuntary dismissal by the Company or its successor for reasons other than
  Cause; or (ii) your voluntary resignation for Good Reason (and without
  Cause) as defined in any applicable employment or severance agreement, plan,
  or arrangement between you and the Company, or if none, then following
  (x) the assignment of substantial duties or responsibilities
  inconsistent with your position at the Company, or any other action by the
  Company which results in a substantial diminution of your duties or
  responsibilities other than any such reduction which is remedied by the
  Company within thirty (30) days of receipt of written notice from you;
  (y) a requirement that you work principally from a location outside the
  twenty-five (25) mile radius from the Company’s principal place of business
  on the date of this Agreement; or (z) a substantial reduction in your
  aggregate base salary and other compensation taken as a whole, excluding any
  reductions caused by the failure to achieve performance targets. To qualify
  as an “Involuntary Termination” you must provide notice to the Company of any
  of the foregoing occurrences within 90 days of the initial occurrence and the
  Company shall have 30 days to remedy such occurrence. You must terminate your
  employment at a time agreed reasonably with the Company, but in any event within
  one hundred twenty (120) days from the initial occurrence of any of the
  foregoing events.

  
	
   

  	
   

  	
   

  
	
  Forfeiture of Unvested Options
  / Term

  	
   

  	
  Unless the termination of
  your Service triggers accelerated vesting or other treatment of your Option
  pursuant to the terms of this Agreement, the Plan, or any other written
  agreement between the Company or an Affiliate, as applicable, and you, you
  will automatically forfeit to the Company those portions of the Option that
  have not yet vested in the event your Service terminates for any reason.

   

  Your option will expire in
  any event at the close of business at Company headquarters on the day before
  the 10th anniversary of the Grant Date, as shown on the cover sheet. Your
  option will expire earlier if your Service terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Expiration
  of Vested Options After Service Terminates

  	
   

  	
  If your Service terminates
  for any reason, other than death, Disability or Cause, then the vested
  portion of your Option will expire at the close of business at Company headquarters
  on the 90th day after your termination date.

   

  If your Service terminates
  because of your death or Disability, or if 

  



 


3

















 


	
   

  	
   

  	
  you die during the 90-day  period after your termination for any reason (other than
  Cause), then the vested portion of your Option will expire at the close of
  business at Company headquarters on the date twelve (12) months after the
  date of your death or termination for Disability. During that twelve (12)
  month period, your estate or heirs may exercise the vested portion of your
  Option.

   

  If your Service is
  terminated for Cause, then you shall immediately forfeit all rights to your
  entire Option and the Option shall immediately expire.

  
	
   

  	
   

  	
   

  
	
  Forfeiture
  of Rights

  	
   

  	
  If you should take actions
  in violation or breach of or in conflict with any non-competition agreement,
  any agreement prohibiting solicitation of employees or clients of the Company
  or any Affiliate or any confidentiality obligation with respect to the
  Company or any Affiliate or otherwise in competition with the Company or any
  Affiliate, the Company has the right to cause an immediate forfeiture of your
  rights to this Option and the Option shall immediately expire.

   

  In addition, if you have
  exercised any Options during the two year period prior to your actions, you
  will owe the Company a cash payment (or forfeiture of shares of Stock) in an
  amount determined as follows: (1) for any shares of Stock that you have
  sold prior to receiving notice from the Company, the amount will be the
  proceeds received from the sale(s), less the option exercise price, and
  (2) for any shares of Stock that you still own, the amount will be the
  number of shares of Stock owned times the Fair Market Value of the shares of
  Stock on the date you receive notice from the Company, less the option
  exercise price (provided, that the Company may require you to satisfy your
  payment obligations hereunder either by forfeiting and returning to the
  Company the shares or any other shares of Stock or making a cash payment or a
  combination of these methods as determined by the Company in its sole
  discretion).

  
	
   

  	
   

  	
   

  
	
  Leaves of
  Absence

  	
   

  	
  For purposes of this
  Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer
  (Walker & Dunlop, LLC or any Affiliate of the Company that directly
  employs you) in writing if the terms of the leave provide for continued
  Service crediting, or when continued Service crediting is required by
  applicable law. Your Service terminates in any event when the approved leave
  ends unless you immediately return to active employee work.

   

  Your employer may
  determine, in its discretion, which leaves count for this purpose, and when
  your Service terminates for all purposes under the Plan in accordance with
  the provisions of the Plan. 

  



 


4

















 


	
   

  	
   

  	
  Notwithstanding the
  foregoing, the Company may determine, in its discretion, that a leave counts
  for this purpose even if your employer does not agree.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Exercise

  	
   

  	
  The Option may be
  exercised, in whole or in part, to purchase a whole number of vested shares
  of Stock of not less than 100 shares, unless the number of vested shares
  purchased is the total number available for purchase under the option, by following
  the procedures set forth in the Plan and in this Agreement.

   

  When you wish to exercise
  this Option, you must exercise in a manner required or permitted by the
  Company.

   

  If someone else wants to
  exercise this Option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you exercise your
  Option, you must include payment of the option price indicated on the cover
  sheet for the shares you are purchasing. Payment may be made in one (or a
  combination) of the following forms:

   

  ·          Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company.

   

  ·          Shares
  of Stock which are owned by you and which are surrendered to the Company,
  including through the withholding of shares otherwise issuable upon exercise.
  The Fair Market Value of the shares as of the effective date of the option
  exercise will be applied to the option price.

   

  ·          By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes.

  
	
   

  	
   

  	
   

  
	
  Evidence of Issuance

  	
   

  	
  The issuance of the shares
  upon exercise of this Option shall be evidenced in such a manner as the
  Company, in its discretion, will deem appropriate, including, without
  limitation, book-entry, registration or issuance of one or more share
  certificates.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You agree as a condition
  of this grant that you will make acceptable arrangements to pay any
  withholding or other taxes that may be due as a result of the Option exercise
  or sale of Stock acquired under this Option. In the event that any the
  Company or an Affiliate, as applicable, determines that any federal, state,
  local or foreign tax or 

  



 


5

















 


	
   

  	
   

  	
  withholding payment is
  required relating to the exercise of this Option or sale of Stock arising
  from this Option, the Company or an Affiliate, as applicable shall have the
  right to require such payments from you, or withhold such amounts from other
  payments due to you from the Company or an Affiliate, as applicable
  (including withholding the delivery of vested shares of Stock otherwise
  deliverable under this Agreement).

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  This Agreement and this
  Option do not give you the right to be retained by the Company or an
  Affiliate in any capacity. Unless otherwise specified in an employment or
  other written agreement between the Company or an Affiliate, as applicable,
  and you, the Company or an Affiliate, as applicable, reserves the right to
  terminate your Service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Stockholder
  Rights

  	
   

  	
  You, or your estate or
  heirs, have no rights as a shareholder of the Company until the Stock has
  been issued upon exercise of your Option and either a certificate evidencing
  your Stock has been issued or an appropriate entry has been made on the
  Company’s books. No adjustments are made for dividends, distributions or
  other rights if the applicable record date occurs before your certificate is
  issued (or an appropriate book entry is made), except as described in the
  Plan.

   

  Your Option shall be
  subject to the terms of any applicable agreement of merger, liquidation or
  reorganization in the event the Company is subject to such corporate
  activity.

  
	
   

  	
   

  	
   

  
	
  Clawback

  	
   

  	
  This
  Award is subject to mandatory repayment by you to the Company to the extent
  you are or in the future become subject to any Company “clawback” or
  recoupment policy that requires the repayment by you to the Company of
  compensation paid by the Company to you in the event that you fail to comply
  with, or violate, the terms or requirements of such policy.

   

  If
  the Company is required to prepare an accounting restatement due to the
  material noncompliance of the Company, as a result of misconduct, with any
  financial reporting requirement under the securities laws, and you are
  subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act
  of 2002 or you knowingly engaged in the misconduct, were grossly negligent in
  engaging in the misconduct, knowingly failed to prevent the misconduct or
  were grossly negligent in failing to prevent the misconduct, you shall
  reimburse the Company the amount of any payment in settlement of this Award
  earned or accrued during the 12-month period following the first public
  issuance or filing with the United States Securities and Exchange Commission
  (whichever first occurred) of the financial 

  



 


6

















 


	
   

  	
   

  	
  document
  that contained such material noncompliance.

   

  [Notwithstanding
  any other provision of the Plan or any provision of this Agreement, if the
  Company is required to prepare an accounting restatement, then you shall forfeit
  any cash or Stock received in connection with this Award (or an amount equal
  to the fair market value of such Stock on the date of delivery if you no
  longer hold the shares of Stock) if pursuant to the terms of this Agreement,
  the amount of the Award earned or the vesting in the Award was explicitly
  based on the achievement of pre-established performance goals set forth in
  this Agreement (including earnings, gains, or other criteria) that are later
  determined, as a result of the accounting restatement, not to have been
  achieved.] [Include if any performance goals are
  included in award]

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement will be
  interpreted and enforced under the laws of the State of Maryland, other than
  any conflicts or choice of law rule or principle that might otherwise
  refer construction or interpretation of this Agreement to the substantive law
  of another jurisdiction.

  
	
   

  	
   

  	
   

  
	
  The Plan

  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference.

   

  Certain capitalized terms used in this Agreement are
  defined in the Plan, and have the meaning set forth in the Plan.

   

  This Agreement, the Plan
  and any employment agreement with the Company or any Affiliate constitute the
  entire understanding between you and the Company regarding this Option. Any
  prior agreements, commitments or negotiations concerning this grant are
  superseded; except that any written consulting, confidentiality,
  non-competition, non-solicitation and/or severance agreement between you and
  the Company or an Affiliate, as applicable, shall supersede this Agreement
  with respect to its subject matter.

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy

  	
   

  	
  In order to administer the
  Plan, the Company may process personal data about you. Such data includes,
  but is not limited to, information provided in this Agreement and any changes
  thereto, other appropriate personal and financial data about you such as your
  contact information, payroll information and any other information that might
  be deemed appropriate by the Company to facilitate the administration of the
  Plan. By accepting this grant, you give explicit consent to the Company to
  process any such personal data.

  
	
   

  	
   

  	
   

  
	
  Code
  Section 409A

  	
   

  	
  It
  is intended that this Award comply with Section 409A of the Internal
  Revenue Code (“Section 409A”) or an exemption to Section 409A. To
  the extent that the Company determines that you would be subject to the
  additional 20% tax imposed on certain non-qualified 

  



 


7

















 


	
   

  	
   

  	
  deferred
  compensation plans pursuant to Section 409A as a result of any provision
  of this Agreement, such provision shall be deemed amended to the minimum
  extent necessary to avoid application of such additional tax. The nature of
  any such amendment shall be determined by the Company. For purposes of this
  Award, a termination of Service only occurs upon an event that would be a
  Separation from Service within the meaning of Section 409A. To the
  extent that the Company determines that you would be subject to the
  additional 20% tax imposed on certain non-qualified deferred compensation plans
  pursuant to Section 409A as a result of any provision of this Agreement,
  such provision shall be deemed amended to the minimum extent necessary to
  avoid application of such additional tax. The nature of any such amendment
  shall be determined by the Company. For purposes of this Award, a termination
  of employment only occurs upon an event that would be a Separation from
  Service within the meaning of Section 409A.

  



 


By signing this Agreement, you agree to all
of the terms and conditions described above, in the Plan, and  in any applicable employment agreement with
the Company or any Affiliate.


 


8






 










 


WALKER & DUNLOP, INC.


 


2010
EQUITY INCENTIVE PLAN


 


NON-QUALIFIED OPTION AGREEMENT


 


Walker &
Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants an
option to purchase shares of its common stock, par value $0.01 (the “Option”),
to the optionee named below, subject to the vesting and other conditions set
forth below.  Additional terms and
conditions of the grant are set forth on this cover sheet and in the attachment
(collectively, the “Agreement”), in the Company’s 2010 Equity Incentive Plan (as
amended from time to time, the “Plan”), and in any employment agreement between
you and the Company or any Affiliate.


 


Grant Date: 
                                    ,
201   


 


Name of Optionee:


 


Optionee’s Social
Security Number:  
          -        -


 


Number of Shares
Covered by Option:


 


Option Price per
Share: 
$          .      
(At least 100% of Fair Market Value)


 


[Vesting Schedule—The Non-Qualified Options shall
vest in equal installments on each vesting date set forth below; provide,
however, that any fractional shares shall be rounded down to the nearest whole
option in the first two (2) years:]


 


By your signature below, you agree to all of the
terms and conditions described herein, in the attached Agreement, in the Plan,
a copy of which is also attached, and in any employment agreement between you
and the Company or any Affiliate.  You
acknowledge that you have carefully reviewed the Plan, and agree that the Plan
will control in the event any provision of this cover sheet or Agreement should
appear to be inconsistent.


 


 


	
  Optionee:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  
	
  Company:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  (Signature)

  
	
  Title:

  	
   

  	
   

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 

















 


WALKER & DUNLOP, INC.


 


2010
EQUITY INCENTIVE PLAN


 


NON-QUALIFIED OPTION AGREEMENT


 


	
  Non-qualified
  Option

  	
   

  	
  This Agreement evidences
  an award of an Option exercisable for that number of shares of Stock set
  forth on the cover sheet and subject to the vesting and other conditions set
  forth herein, in the Plan and on the cover sheet. This option is not intended
  to be an incentive option under Section 422 of the Internal Revenue Code
  and will be interpreted accordingly.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  During your lifetime, only
  you (or, in the event of your legal incapacity or incompetency, your guardian
  or legal representative) may exercise the Option. Other than by will or the
  laws of descent and distribution the Option may not be sold, assigned,
  transferred, pledged, hypothecated or otherwise encumbered, whether by
  operation of law or otherwise, nor may the Option be made subject to
  execution, attachment or similar process.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you attempt to do any
  of these things, this Option will immediately become forfeited. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding these
  restrictions on transfer, the Compensation Committee may authorize, in its
  sole discretion, the transfer of a vested Option (in whole or in part) to a
  member of your immediate family or a trust for the benefit of your immediate
  family.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Your Option shall vest in
  accordance with the vesting schedule shown on the cover sheet so long as you
  continue in Service on the vesting dates set forth on the cover sheet and is
  exercisable only as to its vested portion.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No
  additional shares of Stock will vest after your Service has terminated for
  any reason.

  
	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  Notwithstanding
  the vesting schedule set forth above, upon the consummation of a Change in
  Control, this option will become 100% vested (i) if it is not assumed,
  or equivalent options are not substituted for the options, by the Company or
  its successor, or (ii) if assumed or substituted for, upon your
  Involuntary Termination within the 12-month period (or for the period of time
  or lack of a period of time otherwise set forth in any employment agreement
  between you and the Company or any Affiliate), following the consummation of
  the 

  



 


2

















 


	
   

  	
   

  	
  Change
  in Control.

  

  “Involuntary Termination” means termination of your Service by reason
  of (i) your involuntary dismissal by the Company or its successor for
  reasons other than Cause; or (ii) your voluntary resignation for Good
  Reason (and without Cause) as defined in any applicable employment or
  severance agreement, plan, or arrangement between you and the Company, or if
  none, then following (x) the assignment of substantial duties or
  responsibilities inconsistent with your position at the Company, or any other
  action by the Company which results in a substantial diminution of your
  duties or responsibilities other than any such reduction which is remedied by
  the Company within thirty (30) days of receipt of written notice from you;
  (y) a requirement that you work principally from a location outside the
  twenty-five (25) mile radius from the Company’s principal place of business
  on the date of this Agreement; or (z) a substantial reduction in your
  aggregate base salary and other compensation taken as a whole, excluding any
  reductions caused by the failure to achieve performance targets. To qualify
  as an “Involuntary Termination” you must provide notice to the Company of any
  of the foregoing occurrences within 90 days of the initial occurrence and the
  Company shall have 30 days to remedy such occurrence. You must terminate your
  employment at a time agreed reasonably with the Company, but in any event
  within one hundred twenty (120) days  from the
  initial occurrence of any of the foregoing events.

  
	
   

  	
   

  	
   

  
	
  Forfeiture of Unvested Options
  / Term

  	
   

  	
  Unless the termination of
  your Service triggers accelerated vesting or other treatment of your Option
  pursuant to the terms of this Agreement, the Plan, or any other written
  agreement between the Company or an Affiliate, as applicable, and you, you
  will automatically forfeit to the Company those portions of the Option that
  have not yet vested in the event your Service terminates for any reason. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your option will expire in
  any event at the close of business at Company headquarters on the day before
  the 10th anniversary of the Grant Date, as shown on the cover sheet. Your
  option will expire earlier if your Service terminates, as described below.

  
	
   

  	
   

  	
   

  
	
  Expiration
  of Vested Options After Service Terminates

  	
   

  	
  If your Service terminates
  for any reason, other than death, Disability or Cause, then the vested
  portion of your Option will expire at the close of business at Company
  headquarters on the 90th day after your termination date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your Service terminates
  because of your death or Disability, or if 

  



 


3

















 


	
   

  	
   

  	
  you die during the 90-day  period after your termination for any reason (other than
  Cause), then the vested portion of your Option will expire at the close of
  business at Company headquarters on the date twelve (12) months after the
  date of your death or termination for Disability. During that twelve (12)
  month period, your estate or heirs may exercise the vested portion of your
  Option.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your Service is
  terminated for Cause, then you shall immediately forfeit all rights to your
  entire Option and the Option shall immediately expire.

  
	
   

  	
   

  	
   

  
	
  Forfeiture
  of Rights

  	
   

  	
  If you should take actions
  in violation or breach of or in conflict with any non-competition agreement,
  any agreement prohibiting solicitation of employees or clients of the Company
  or any Affiliate or any confidentiality obligation with respect to the
  Company or any Affiliate or otherwise in competition with the Company or any
  Affiliate, the Company has the right to cause an immediate forfeiture of your
  rights to this Option and the Option shall immediately expire.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In addition, if you have
  exercised any Options during the two year period prior to your actions, you
  will owe the Company a cash payment (or forfeiture of shares of Stock) in an
  amount determined as follows: (1) for any shares of Stock that you have
  sold prior to receiving notice from the Company, the amount will be the
  proceeds received from the sale(s), less the option exercise price, and
  (2) for any shares of Stock that you still own, the amount will be the
  number of shares of Stock owned times the Fair Market Value of the shares of
  Stock on the date you receive notice from the Company, less the option
  exercise price (provided, that the Company may require you to satisfy your
  payment obligations hereunder either by forfeiting and returning to the
  Company the shares or any other shares of Stock or making a cash payment or a
  combination of these methods as determined by the Company in its sole
  discretion).

  
	
   

  	
   

  	
   

  
	
  Leaves of
  Absence

  	
   

  	
  For purposes of this
  Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your
  employer (Walker & Dunlop, LLC or any Affiliate of the Company that
  directly employs you) in writing if the terms of the leave provide for
  continued Service crediting, or when continued Service crediting is required
  by applicable law.  Your Service
  terminates in any event when the approved leave ends unless you immediately
  return to active employee work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your employer may
  determine, in its discretion, which leaves count for this purpose, and when
  your Service terminates for all purposes

  



 


4

















 


	
   

  	
   

  	
  under the Plan in
  accordance with the provisions of the Plan. Notwithstanding the foregoing,
  the Company may determine, in its discretion, that a leave counts for this
  purpose even if your employer does not agree.

  
	
   

  	
   

  	
   

  
	
  Notice of
  Exercise

  	
   

  	
  The Option may be
  exercised, in whole or in part, to purchase a whole number of vested shares
  of Stock of not less than 100 shares, unless the number of vested shares
  purchased is the total number available for purchase under the option, by
  following the procedures set forth in the Plan and in this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  When you wish to exercise
  this Option, you must exercise in a manner required or permitted by the
  Company.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If someone else wants to
  exercise this Option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you exercise your
  Option, you must include payment of the option price indicated on the cover sheet
  for the shares you are purchasing. Payment may be made in one (or a
  combination) of the following forms:

  

  ·        Cash,
  your personal check, a cashier’s check, a money order or another cash
  equivalent acceptable to the Company.

  

  ·        Shares
  of Stock which are owned by you and which are surrendered to the Company,
  including through the withholding of shares otherwise issuable upon exercise.
  The Fair Market Value of the shares as of the effective date of the option
  exercise will be applied to the option price.

  

  ·        By
  delivery (on a form prescribed by the Company) of an irrevocable direction to
  a licensed securities broker acceptable to the Company to sell Stock and to
  deliver all or part of the sale proceeds to the Company in payment of the
  aggregate option price and any withholding taxes.

  
	
   

  	
   

  	
   

  
	
  Evidence of Issuance

  	
   

  	
  The issuance of the shares
  upon exercise of this Option shall be evidenced in such a manner as the
  Company, in its discretion, will deem appropriate, including, without
  limitation, book-entry, registration or issuance of one or more share
  certificates.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

  	
  You agree as a condition
  of this grant that you will make acceptable arrangements to pay any
  withholding or other taxes that may be due as a result of the Option exercise
  or sale of Stock acquired under this

  



 


5

















 


	
   

  	
   

  	
  Option. In the event that
  any the Company or an Affiliate, as applicable, determines that any federal,
  state, local or foreign tax or withholding payment is required relating to
  the exercise of this Option or sale of Stock arising from this Option, the
  Company or an Affiliate, as applicable shall have the right to require such
  payments from you, or withhold such amounts from other payments due to you
  from the Company or an Affiliate, as applicable (including withholding the
  delivery of vested shares of Stock otherwise deliverable under this
  Agreement).

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  This Agreement and this
  Option do not give you the right to be retained by the Company or an Affiliate
  in any capacity. Unless otherwise specified in an employment or other written
  agreement between the Company or an Affiliate, as applicable, and you, the
  Company or an Affiliate, as applicable, reserves the right to terminate your
  Service at any time and for any reason.

  
	
   

  	
   

  	
   

  
	
  Stockholder
  Rights

  	
   

  	
  You, or your estate or
  heirs, have no rights as a shareholder of the Company until the Stock has
  been issued upon exercise of your Option and either a certificate evidencing
  your Stock has been issued or an appropriate entry has been made on the
  Company’s books. No adjustments are made for dividends, distributions or
  other rights if the applicable record date occurs before your certificate is
  issued (or an appropriate book entry is made), except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your Option shall be
  subject to the terms of any applicable agreement of merger, liquidation or
  reorganization in the event the Company is subject to such corporate
  activity.

  
	
   

  	
   

  	
   

  
	
  Clawback

  	
   

  	
  This
  Award is subject to mandatory repayment by you to the Company to the extent
  you are or in the future become subject to any Company “clawback” or
  recoupment policy that requires the repayment by you to the Company of
  compensation paid by the Company to you in the event that you fail to comply
  with, or violate, the terms or requirements of such policy.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  the Company is required to prepare an accounting restatement due to the
  material noncompliance of the Company, as a result of misconduct, with any
  financial reporting requirement under the securities laws, and you are
  subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
  Act of 2002 or you knowingly engaged in the misconduct, were grossly
  negligent in engaging in the misconduct, knowingly failed to prevent the
  misconduct or were grossly negligent in failing to prevent the misconduct,
  you shall reimburse the Company the amount of any payment in settlement of
  this Award earned or accrued during the 12-month period following

  



 


6

















 


	
   

  	
   

  	
  the
  first public issuance or filing with the United States Securities and
  Exchange Commission (whichever first occurred) of the financial document that
  contained such material noncompliance. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Notwithstanding
  any other provision of the Plan or any provision of this Agreement, if the
  Company is required to prepare an accounting restatement, then you shall
  forfeit any cash or Stock received in connection with this Award (or an
  amount equal to the fair market value of such Stock on the date of delivery if
  you no longer hold the shares of Stock) if pursuant to the terms of this
  Agreement, the amount of the Award earned or the vesting in the Award was
  explicitly based on the achievement of pre-established performance goals set
  forth in this Agreement (including earnings, gains, or other criteria) that
  are later determined, as a result of the accounting restatement, not to have
  been achieved.] [Include if any performance goals are
  included in award]

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement will be
  interpreted and enforced under the laws of the State of Maryland, other than
  any conflicts or choice of law rule or principle that might otherwise
  refer construction or interpretation of this Agreement to the substantive law
  of another jurisdiction.

  
	
   

  	
   

  	
   

  
	
  The Plan

  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Certain capitalized terms used in this Agreement are
  defined in the Plan, and have the meaning set forth in the Plan.  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement, the Plan
  and any employment agreement with the Company or any Affiliate constitute the
  entire understanding between you and the Company regarding this Option. Any
  prior agreements, commitments or negotiations concerning this grant are
  superseded; except that any written consulting, confidentiality, non-competition,
  non-solicitation and/or severance agreement between you and the Company or an
  Affiliate, as applicable, shall supersede this Agreement with respect to its
  subject matter.

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy

  	
   

  	
  In order to administer the
  Plan, the Company may process personal data about you. Such data includes,
  but is not limited to, information provided in this Agreement and any changes
  thereto, other appropriate personal and financial data about you such as your
  contact information, payroll information and any other information that might
  be deemed appropriate by the Company to facilitate the administration of the
  Plan. By accepting this grant, you give explicit consent to the Company to
  process any such personal data.

  



 


7

















 


	
  Code
  Section 409A

  	
   

  	
  It
  is intended that this Award comply with Section 409A of the Internal
  Revenue Code (“Section 409A”) or an exemption to Section 409A. To
  the extent that the Company determines that you would be subject to the
  additional 20% tax imposed on certain non-qualified deferred compensation
  plans pursuant to Section 409A as a result of any provision of this
  Agreement, such provision shall be deemed amended to the minimum extent
  necessary to avoid application of such additional tax. The nature of any such
  amendment shall be determined by the Company. For purposes of this Award, a
  termination of Service only occurs upon an event that would be a Separation
  from Service within the meaning of Section 409A. To the extent that the
  Company determines that you would be subject to the additional 20% tax
  imposed on certain non-qualified deferred compensation plans pursuant to
  Section 409A as a result of any provision of this Agreement, such
  provision shall be deemed amended to the minimum extent necessary to avoid
  application of such additional tax. The nature of any such amendment shall be
  determined by the Company. For purposes of this Award, a termination of
  employment only occurs upon an event that would be a Separation from Service
  within the meaning of Section 409A.

  



 


 


By signing this Agreement, you agree to all
of the terms and conditions described above, in the

Plan, and in any applicable employment agreement with the Company or any
Affiliate.


 


8