Exhibit 10.19


 


WALKER & DUNLOP, INC.


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


Walker &
Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants its
shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee
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.


 


Name
of Grantee:                          


 


Grantee’s
Social Security Number:   
          -        -        


 


Number
of Restricted Stock:                


 


Grant
Date:                                     


 


Vesting
Schedule:   [The shares subject to this
Restricted Stock Agreement shall vest in equal installments on each vesting
date set forth below; provided, however, that any fractional shares shall be
rounded down to whole shares in the first two (2) years:


 


·                  Vesting Schedule]


 


Purchase
Price per Share of Stock: 
$          .          


 


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.


 


	
  Grantee:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 


1

















 


WALKER & DUNLOP, INC.


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


	
  Restricted
  Stock

  	
   

  	
  This
  Agreement evidences an award of shares of Stock in the number 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 (the “Restricted Stock”). The
  purchase price is deemed paid by your prior Services to the Company.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Unvested Restricted Stock

  	
   

  	
  Unvested
  Restricted Stock may not be sold, assigned, transferred, pledged,
  hypothecated or otherwise encumbered, whether by operation of law or
  otherwise, nor may the Restricted Stock be made subject to execution,
  attachment or similar process. If you attempt to do any of these things, the
  Restricted Stock will immediately become forfeited.

  
	
   

  	
   

  	
   

  
	
  Issuance
  and Vesting

  	
   

  	
  The
  Company will issue your Restricted Stock in the name set forth on the cover
  sheet.

   

  Your
  rights under this Restricted Stock grant and this Agreement shall vest in
  accordance with the vesting schedule set forth on the cover sheet so long as
  you continue in Service on the vesting dates set forth on the cover sheet.

   

  Notwithstanding
  your vesting schedule, the Restricted Stock will become 100% vested upon your
  termination of Service due to your death or Disability.

  
	
   

  	
   

  	
   

  
	
  Change
  in Control

  	
   

  	
  Notwithstanding
  the vesting schedule set forth above, upon the consummation of a Change in
  Control, the Restricted Stock will become 100% vested (i) if the
  Restricted Stock is not assumed, or equivalent restricted securities are not
  substituted for the Restricted Stock, 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 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

  



 


2

















 


	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  Evidence
  of Issuance

  	
   

  	
  The
  issuance of the shares of Stock under the grant of Restricted Stock evidenced
  by this Agreement shall be evidenced in such a manner as the Company, in its
  discretion, deems appropriate, including, without limitation, book-entry,
  registration or issuance of one or more share certificates, with any unvested
  Restricted Stock bearing the appropriate restrictions imposed by this
  Agreement. As your interest in the Restricted Stock vests, the recordation of
  the number of shares of Restricted Stock attributable to you will be
  appropriately modified if necessary.

  
	
   

  	
   

  	
   

  
	
  Forfeiture
  of Unvested Restricted Stock

  	
   

  	
  Unless
  the termination of your Service triggers accelerated vesting of your
  Restricted Stock or other treatment pursuant to the terms of this Agreement,
  the Plan, or any other written agreement between the Company or any
  Affiliate, as applicable, and you, you will automatically forfeit to the
  Company all of the unvested Restricted Stock in the event you are no longer
  providing Service.

  
	
   

  	
   

  	
   

  
	
  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 the Restricted Stock awarded
  under this Agreement and the Restricted Stock shall immediately expire.

   

  In
  addition, if you have vested in Restricted Stock 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:

  



 


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  (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), 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 (provided, that the
  Company may require you to satisfy your payment obligations hereunder either
  by forfeiting and returning to the Company the Restricted Stock 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).

   

  [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]

  
	
   

  	
   

  	
   

  
	
  Section 83(b) Election

  	
   

  	
  Under
  Section 83 of the Internal Revenue Code of 1986, as amended (the
  “Code”), the difference between the purchase price paid for the shares of
  Restricted Stock and their fair market value on the date any forfeiture
  restrictions applicable to such shares lapse will be reportable as ordinary
  income at that time. For this purpose, “forfeiture restrictions” include the
  forfeiture as to unvested Stock described above. You may elect to be taxed at
  the time the shares are acquired, rather than when such shares cease to be
  subject to such forfeiture restrictions, by filing an election under
  Section 83(b) of the Code with the Internal Revenue Service within
  thirty (30) days after the grant date. You will have to make a tax payment to
  the extent the purchase price is less than the fair market value of the
  shares on the grant date. No tax payment will have to be made to the extent the
  purchase price is at least equal to the fair market value of the shares on
  the grant date. The form for making this election is attached as Exhibit A
  hereto. Failure to make this filing within the thirty (30) day period will
  result in the recognition of ordinary income by you (in the event the fair
  market value of the shares as of the vesting date exceeds the purchase price)
  as the forfeiture restrictions lapse.

   

  YOU
  ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO
  FILE A

  



 


4

















 


	
   

  	
   

  	
  TIMELY
  ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY OR ITS
  REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. YOU ARE RELYING SOLELY ON
  YOUR OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE
  ANY 83(b) ELECTION.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  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
  vesting or receipt of the Restricted Stock. In the event that the Company or
  an Affiliate, as applicable, determines that any federal, state, local or
  foreign tax or withholding payment is required relating to the vesting or
  receipt of shares of Stock arising from this grant, 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). You may elect to
  satisfy such obligations, in whole or in part, (i) by causing the
  Company or an Affiliate to withhold shares of Stock otherwise issuable to you
  or (ii) by delivering to the Company or an Affiliate shares of Stock
  already owned by you. The shares of Stock so delivered or withheld shall have
  an aggregate Fair Market Value equal to such withholding obligations.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  This
  Agreement and the grant evidenced hereby 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
  have the right to vote the Restricted Stock and to receive any dividends
  declared or paid on such stock. Any distributions you

  



 


5

















 


	
   

  	
   

  	
  receive
  with respect to unvested Restricted Stock as a result of any stock split,
  stock dividend, combination of shares or other similar transaction shall be
  deemed to be a part of the Restricted Stock and subject to the same
  conditions and restrictions applicable thereto. The Company may in its sole
  discretion require any dividends paid on unvested Restricted Stock to be
  reinvested in shares of Stock, which the Company may in its sole discretion
  deem to be a part of the shares of Restricted Stock and subject to the same
  conditions and restrictions applicable thereto. Except as described in the
  Plan, no adjustments are made for dividends or other rights if the applicable
  record date occurs before an appropriate book entry is made (or your
  certificate is issued).

   

  Your
  grant 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.

  
	
   

  	
   

  	
   

  
	
  Legends

  	
   

  	
  If
  and to the extent that the Stock is represented by certificates rather than
  book entry, all certificates representing the Stock issued under this grant
  shall, where applicable, have endorsed thereon the following legends:

   

  “THE
  SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING,
  FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH
  SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
  HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON
  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON
  WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF
  THE SHARES REPRESENTED BY THIS CERTIFICATE.”

   

  To
  the extent the Stock is represented by a book entry, such book entry will
  contain an appropriate legend or restriction similar to the foregoing.

  
	
   

  	
   

  	
   

  
	
  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

  



 


6

















 


	
   

  	
   

  	
  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 document that
  contained such material noncompliance.

  
	
   

  	
   

  	
   

  
	
  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 grant. Any prior agreements, commitments or negotiations
  concerning this grant are superseded; except that any written employment,
  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 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

  



 


7

















 


	
   

  	
   

  	
  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

















 


EXHIBIT A


 


ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE


 


The
undersigned hereby makes an election pursuant to Section 83(b) of the
Internal Revenue Code with respect to the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:


 


1.               The name,
address and social security number of the undersigned:


 


Name:


 


Address:


 


 


Social
Security No.:


 


2.               Description of
property with respect to which the election is being made:


 


shares of common stock, par value $0.01 per share,
of Walker & Dunlop, Inc., a Maryland corporation (the “Company”).


 


3.               The date on
which the property was transferred is:
                  ,
20    .


 


4.               The taxable
year to which this election relates is calendar year:
20      .


 


5.               Nature of
restrictions to which the property is subject:


 


The shares of
stock are subject to the provisions of a Restricted Stock Agreement between the
undersigned and the Company.  The shares
of stock are subject to forfeiture under the terms of the Agreement.


 


6.               The Fair Market
Value of the property at the time of transfer (determined without regard to any
lapse restriction) was:
$                    
per share, for a total of
$                    .


 


7.               The amount paid
by taxpayer for the property was: $                    .


 


8.               A copy of this
statement has been furnished to the Company.


 


Dated: 
                          ,
20    


 


 


	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  



 


9

















 


PROCEDURES FOR MAKING
ELECTION


UNDER INTERNAL REVENUE CODE SECTION 83(b)


 


The
following procedures must be followed with respect to the attached form for
making an election under Internal Revenue Code section 83(b) in order for
the election to be effective:


 


1.                                       You must file
one copy of the completed election form with the IRS Service Center where you
file your federal income tax returns within thirty (30) days after the Grant
Date of your Restricted Stock.


 


2.                                       At the same
time you file the election form with the IRS, you must also give a copy of the
election form to the Stock Plan Administrator of the Company.


 


3.                                       You must file another copy of the election form with your federal
income tax return (generally, Form 1040) for the taxable year in which the
stock is transferred to you.


 


10














 


WALKER & DUNLOP, INC.


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


(Directors)


 


Walker
& Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants its
shares of common stock, par value $0.01 (“Restricted Stock”) to the Grantee
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”)
and in the Company’s 2010 Equity Incentive Plan (as amended from time to time,
the “Plan”).


 


Name
of Grantee:


 


Grantee’s
Social Security Number:   
          -        -


 


Number
of Restricted Stock:


 


Grant
Date:                                                


 


Vesting
Schedule:   The Restricted Shares shall
vest on each vesting date set forth below:


 


·                  [Vesting Schedule]


 


Purchase
Price per Share of Stock: 
$          .


 


By your signature below, you agree to all of the
terms and conditions described herein, in the attached Agreement and in the
Plan, a copy of which is also attached. 
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.


 


 


	
  Grantee:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company:

  	
   

  	
   

  	
  Date:

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  



 


Attachment


 


This is not a stock certificate or a negotiable instrument.


 

















 


WALKER & DUNLOP, INC.


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


	
  Restricted
  Stock

  	
   

  	
  This
  Agreement evidences an award of shares of Stock in the number 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 (the “Restricted Stock”).  The purchase price is deemed paid by your
  prior Services to the Company.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Unvested Restricted Stock

  	
   

  	
  Unvested
  Restricted Stock may not be sold, assigned, transferred, pledged,
  hypothecated or otherwise encumbered, whether by operation of law or
  otherwise, nor may the Restricted Stock be made subject to execution,
  attachment or similar process.  If you
  attempt to do any of these things, the Restricted Stock will immediately
  become forfeited.

  
	
   

  	
   

  	
   

  
	
  Issuance
  and Vesting

  	
   

  	
  The
  Company will issue your Restricted Stock in the name set forth on the cover
  sheet. 

   

  Your
  rights under this Restricted Stock grant and this Agreement shall vest in
  accordance with the vesting schedule set forth on the cover sheet so long as
  you continue in Service on the vesting dates set forth on the cover sheet. 

   

  Notwithstanding
  your vesting schedule, the Restricted Stock will become 100% vested upon your
  termination of Service due to your death or Disability.

  
	
   

  	
   

  	
   

  
	
  [Change
  in Control

  	
   

  	
  Notwithstanding
  the vesting schedule set forth above, upon the consummation of a Change in
  Control, the Restricted Stock will become 100% vested.]

  
	
   

  	
   

  	
   

  
	
  Evidence
  of Issuance

  	
   

  	
  The
  issuance of the shares of Stock under the grant of Restricted Stock evidenced
  by this Agreement shall be evidenced in such a manner as the Company, in its
  discretion, deems appropriate, including, without limitation, book-entry,
  registration or issuance of one or more share certificates, with any unvested
  Restricted Stock bearing the appropriate restrictions imposed by this
  Agreement.  As your interest in the
  Restricted Stock vests, the recordation of the number of shares of Restricted
  Stock attributable to you will be appropriately modified if necessary.

  
	
   

  	
   

  	
   

  
	
  Forfeiture
  of Unvested Restricted Stock

  	
   

  	
  Unless
  the termination of your Service triggers accelerated vesting of your
  Restricted Stock or other treatment pursuant to the terms of this Agreement,
  the Plan, or any other written agreement between the Company or any
  Affiliate, as applicable, and you, you will automatically forfeit to the
  Company all of the unvested Restricted 

  



 


2

















 


	
   

  	
   

  	
  Stock
  in the event you are no longer providing Service.

  
	
   

  	
   

  	
   

  
	
  Section
  83(b) Election

  	
   

  	
  Under
  Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the
  difference between the purchase price paid for the shares of Restricted Stock
  and their fair market value on the date any forfeiture restrictions
  applicable to such shares lapse will be reportable as ordinary income at that
  time.  For this purpose, “forfeiture
  restrictions” include the forfeiture as to unvested Stock described above.  You may elect to be taxed at the time the
  shares are acquired, rather than when such shares cease to be subject to such
  forfeiture restrictions, by filing an election under Section 83(b) of the
  Code with the Internal Revenue Service within thirty (30) days after the
  grant date.  You will have to make a
  tax payment to the extent the purchase price is less than the fair market
  value of the shares on the grant date. 
  No tax payment will have to be made to the extent the purchase price
  is at least equal to the fair market value of the shares on the grant
  date.  The form for making this
  election is attached as Exhibit A hereto.  Failure to make this filing within the
  thirty (30) day period will result in the recognition of ordinary income by
  you (in the event the fair market value of the shares as of the vesting date
  exceeds the purchase price) as the forfeiture restrictions lapse. 

   

  YOU
  ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO
  FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF YOU REQUEST THE COMPANY
  OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF.  YOU ARE RELYING SOLELY ON YOUR OWN ADVISORS
  WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

  
	
   

  	
   

  	
   

  
	
  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
  vesting or receipt of the Restricted Stock. 
  In the event that the Company or an Affiliate, as applicable,
  determines that any federal, state, local or foreign tax or withholding
  payment is required relating to the vesting or receipt of shares of Stock
  arising from this grant, 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). 
  You may elect to satisfy such obligations, in whole or in part, (i) by
  causing the Company or an Affiliate to withhold shares of Stock otherwise
  issuable to you or (ii) by delivering to the Company or an Affiliate shares
  of Stock already owned by you.  The
  shares of Stock so delivered or withheld shall have an aggregate Fair Market
  Value equal to such withholding obligations.

  



 


3

















 


	
  Retention
  Rights

  	
   

  	
  This
  Agreement and the grant evidenced hereby 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
  have the right to vote the Restricted Stock and to receive any dividends
  declared or paid on such stock.  Any
  distributions you receive as a result of any stock split, stock dividend,
  combination of shares or other similar transaction shall be deemed to be a
  part of the Restricted Stock and subject to the same conditions and
  restrictions applicable thereto.  The
  Company may in its sole discretion require any dividends paid on the
  Restricted Stock to be reinvested in shares of Stock, which the Company may
  in its sole discretion deem to be a part of the shares of Restricted Stock
  and subject to the same conditions and restrictions applicable thereto.  Except as described in the Plan, no
  adjustments are made for dividends or other rights if the applicable record
  date occurs before an appropriate book entry is made (or your certificate is
  issued). 

   

  Your
  grant 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.

  
	
   

  	
   

  	
   

  
	
  Legends

  	
   

  	
  If
  and to the extent that the Stock is represented by certificates rather than
  book entry, all certificates representing the Stock issued under this grant
  shall, where applicable, have endorsed thereon the following legends: 

   

  “THE
  SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING,
  FORFEITURE AND OTHER RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH
  SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED
  HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON
  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON
  WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF
  THE SHARES REPRESENTED BY THIS CERTIFICATE.” 

   

  To
  the extent the Stock is represented by a book entry, such book entry will
  contain an appropriate legend or restriction similar to the foregoing.

  
	
   

  	
   

  	
   

  
	
  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 

  



 


4

















 


	
   

  	
   

  	
  event
  that you fail to comply with, or violate, the terms or requirements of such
  policy.

  
	
   

  	
   

  	
   

  
	
  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 and the Plan constitute the entire understanding between you and
  the Company regarding this grant.  Any
  prior agreements, commitments or negotiations concerning this grant are
  superseded; except that any written employment, 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, 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 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
  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 and in the Plan.


 


5

















 


EXHIBIT A


 


ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE


 


The
undersigned hereby makes an election pursuant to Section 83(b) of the Internal
Revenue Code with respect to the property described below and supplies the
following information in accordance with the regulations promulgated
thereunder:


 


1.               The name,
address and social security number of the undersigned:


 


Name:


 


Address:


 


 


Social
Security No.:


 


2.               Description of
property with respect to which the election is being made:


 


                       shares
of common stock, par value $0.01 per share, of Walker & Dunlop, Inc., a
Maryland corporation (the “Company”).


 


3.               The date on
which the property was transferred is:
                  ,
20    .


 


4.               The taxable
year to which this election relates is calendar year:
20      .


 


5.               Nature of
restrictions to which the property is subject:


 


The shares of
stock are subject to the provisions of a Restricted Stock Agreement between the
undersigned and the Company.  The shares
of stock are subject to forfeiture under the terms of the Agreement.


 


6.               The Fair Market
Value of the property at the time of transfer (determined without regard to any
lapse restriction) was:
$                    
per share, for a total of $                    .


 


7.               The amount paid
by taxpayer for the property was:
$                    .


 


8.               A copy of this
statement has been furnished to the Company.


 




	
  Dated:
                            ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name:

  	
   

  






 


6

















 


PROCEDURES FOR MAKING
ELECTION


UNDER INTERNAL REVENUE CODE SECTION 83(b)


 


The
following procedures must be followed with respect to the attached form for
making an election under Internal Revenue Code section 83(b) in order for the
election to be effective:


 


1.               You must file one copy of
the completed election form with the IRS Service Center where you file your
federal income tax returns within thirty (30) days after the Grant Date of your
Restricted Stock.


 


2.               At the same time you file
the election form with the IRS, you must also give a copy of the election form
to the Stock Plan Administrator of the Company.


 


3.               You
must file another copy of the election form with your federal income tax return
(generally, Form 1040) for the taxable year in which the stock is transferred
to you.


 


7