Unassociated Document


    Exhibit
10.1

    


    [FORM
OF]

    DEFERRED
STOCK UNIT AWARD AGREEMENT

    


    DEFERRED STOCK UNIT AWARD
AGREEMENT dated as of the __ day of ________ 20__ (the “Award
Agreement”), by and between Redwood Trust, Inc., a Maryland corporation (the
“Company”), and______________, an employee of the Company (the
“Participant”).

     

    Pursuant
to the 2002 Redwood Trust, Inc. Incentive Stock Plan (the “Plan”), the
Compensation Committee (the “Committee”) has determined that the Participant is
to be granted a Deferred Stock Unit award for shares of the Company’s common
stock, par value $0.01 per share, on the terms and conditions set forth herein
(the “Award”), and the Company hereby grants such Award.  This Award
is being made in connection with a deferral of compensation by the Participant
pursuant to the Redwood Trust, Inc. Executive Deferred Compensation Plan (the
“Deferred Compensation Plan”) and the executed Deferral Election attached hereto
as Exhibit A (the “Deferral Election”). Any capitalized terms not defined herein
shall have the meaning set forth in the Plan or the Deferred Compensation Plan,
as applicable.

     

    1.           Number of
Shares Awarded; Deferral Election.  This Award
entitles the Participant to receive _________ shares
of the Company’s common stock, par value $0.01 per share (the “Award Shares”),
upon expiration of the Restricted Period described below.

     

    2.           Dividends.  Notwithstanding
Section 7(3)(b) of the Plan, the number of Award Shares set forth in Section 1
shall not be adjusted to reflect the payment of regular cash dividends declared
on the Company’s common stock during the Restricted
Period.  The Participant will instead be entitled to dividend
equivalent payments (“DERs”) with respect to the Award Shares pursuant
to the Plan or the Deferred Compensation Plan and in accordance with the
applicable Deferral Election.

     

    3.           Vesting
and Restricted Periods.  The Award shares
shall vest on the following schedule:

     

      As
of _________ __, 20__, 25%

     

      At
the beginning of each subsequent calendar quarter, 6.25%;

     

     
All Award shares shall be fully vested as of _________ __, 20__,.

     

    Award
Shares that have become vested are referred to as “Vested Award
Shares”.  The period from the date of this Award to the applicable
date or dates specified for delivery of such shares is referred to as the
“Restricted Period”.


    
      
         


      

      
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    No Award
Shares shall be credited to Participant’s Deferral Account until they have
become Vested Award Shares.  Vested Award Shares shall be delivered to
the Participant at the time or times provided in the Deferral Election and the
Deferred Compensation Plan (or any re-deferral election made in accordance with
Section 409A and the terms of the Deferred Compensation Plan).  Upon
termination of employment with the Company for any reason prior to expiration of
the Restricted Period, any Award Shares not vested at the time of such
termination shall become ineligible for crediting to Participant’s Deferral
Account and shall be forfeited.  Vested Award Shares shall not be
forfeited in the event of termination of employment but rather delivery of such
shares shall continue to be governed by the terms of the Deferral Election and
the Deferred Compensation Plan (or any re-deferral election made in accordance
with Section 409A and the terms of the Deferred Compensation Plan).

     

    4.           At-Will
Employment.  This Award
Agreement is not an employment contract and nothing in this Award Agreement
shall be deemed to create in any way whatsoever any obligation of the
Participant to continue in the employ of the Company or on the part of the
Company to continue the employment of the Participant with the
Company.  It is understood and agreed to by the Participant that the
Award and participation in the Plan or the Deferred Compensation Plan does not
alter the at-will nature of Participant’s relationship with the Company (subject
to the terms of any separate employment agreement Participant may have with the
Company).  The at-will nature of Participant’s relationship with the
Company can only be altered by a writing signed by both the Participant and the
President of the Company.

     

    5.           Notices.  Any notice
required or permitted under this Award Agreement shall be deemed given when
delivered personally, or when deposited in a United States Post Office, postage
prepaid, addressed, as appropriate, to the Participant either at the
Participant’s address set forth below or such other address as the Participant
may designate in writing to the Company, and to the
Company:  Attention:  General Counsel, at the Company’s
address or such other address as the Company may designate in writing to the
Participant.

     

    6.           Failure
to Enforce Not a Waiver.  The failure of
the Company to enforce at any time any provision of this Award Agreement shall
in no way be construed to be a waiver of such provision or of any other
provision hereof.

     

    7.           Existing
Agreements.  This Award
Agreement does not supersede nor does it modify any existing agreements between
the Participant and the Company.

     

    8.           Governing
Law.  This Award
Agreement shall be governed by and construed according to the laws of the State
of Maryland without regard to its principles of conflict of laws.

     

    9.           Incorporation
of Plan.  The Plan and the
Deferred Compensation Plan are incorporated by reference and made a part of this
Award Agreement, and this Award Agreement is subject to all terms and conditions
of the Plan and the Deferred Compensation Plan as in effect from time to
time.  Notwithstanding the foregoing, this Award Agreement is intended
to comply with Section 409A of the Code and this Award Agreement, the Plan and
Deferred Compensation Plan shall be interpreted in a manner consistent with such
intent, and any provisions of this Agreement, the Plan or the Deferred
Compensation Plan that would cause the Award to fail to satisfy the requirements
for an effective deferral of compensation under Section 409A of the Code shall
have no force and effect.


    
      
         


      

      
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    10.         Amendments.   This Award
Agreement may be amended or modified at any time by an instrument in writing
signed by the parties hereto.  Notwithstanding the foregoing, the
Deferral Election shall be irrevocable and the dates specified for distribution
of Vested Award Shares may not be modified after the date hereof except as
otherwise permitted under Section 409A of the Code.

     

    [Signature page
follows.]


    
      
         


      

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

    


    
      
        
          
            
              	
                      REDWOOD
      TRUST, INC.

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Martin
      S. Hughes

                    
	 
      	
                      President
      & Chief Executive Officer

                    
	 
      	
                      One
      Belvedere Place, Suite 300

                    
	 
      	
                      Mill
      Valley, CA  94941

                    
	 
      	 
      
	
                      The
      undersigned hereby accepts and agrees to all the terms and provisions of
      this Award Agreement and to all the terms and provisions of the Plan
      herein incorporated by reference.

                    
	 
      
	 
      
	
                      [Insert
      Participant Name]

                    
	
                      c/o
      Redwood Trust, Inc.

                    
	
                      One
      Belvedere Place, Suite 300

                    
	
                      Mill
      Valley,
CA  94941

                    


            

          

        

      

    


    
      
         


      

      
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