Exhibit 10.3

 

WALKER & DUNLOP, INC.

2010 EQUITY INCENTIVE PLAN

 

PERFORMANCE STOCK UNIT AGREEMENT

 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants performance stock units relating to shares of its common stock, par value $0.01 per share (the “Stock”) to the Participant named below, subject to the achievement of performance goals and vesting conditions set forth in the attached Performance Stock Unit Agreement (the “Agreement”). Additional terms and conditions of the grant are set forth on this cover sheet to the Agreement and in the Agreement and the Company’s 2010 Equity Incentive Plan (as amended from time to time, the “2010 Plan”).

 

Participant Name:

 

Grant Date:

 

Threshold Number of Performance Stock Units:

 

Target Number of Performance Stock Units:

 

Maximum Number of Performance Stock Units:

 

By your signature below, you agree to all of the terms and conditions described in the Agreement and in the 2010 Plan, copies of which will be provided on request. You acknowledge that you have carefully reviewed the 2010 Plan, and agree that the 2010 Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

 

	
Participant:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

WALKER & DUNLOP, INC.

2010 EQUITY INCENTIVE PLAN

 

PERFORMANCE STOCK UNIT AGREEMENT

 

	
Performance   Stock Units
    	
 
    	
This   Agreement evidences an award of performance stock units in the number set   forth on the cover sheet and subject to the terms and conditions set forth in   the Agreement and the 2010 Plan (the “Performance Stock Units”).

 

Subject   to satisfaction of the time-based vesting requirement set forth below, the   number of shares of Stock, if any, that may be issued pursuant to the terms   of this Agreement will be calculated based on the attainment, as determined   by the Committee, of the performance goals described in Exhibit A   to this Agreement (the “Performance Goals”)   over the period beginning on                            and ending on                            (the “Performance Period”), which   number of shares of Stock may be equal to all or a portion, including none,   of the Maximum Number of Performance Stock Units set forth on the cover   sheet. If the Performance Goals are not achieved during the Performance   Period, you will forfeit all of your unvested Performance Stock Units as of   the end of the Performance Period, except as otherwise provided in this   Agreement.
    
	
 
    	
 
    	
 
    
	
Performance   Stock Unit Transferability
    	
 
    	
Your   Performance Stock Units may not be sold, assigned, transferred, pledged,   hypothecated, or otherwise encumbered, whether by operation of law or   otherwise, nor may the Performance Stock Units be made subject to execution,   attachment or similar process. If you attempt to do any of these things, you   will immediately forfeit your Performance Stock Units.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your   Performance Stock Units will vest on the date the Committee certifies the   achievement of the Performance Goals following the close of the Performance   Period (the “Certification Date”), and   subject to your continued Service from the Grant Date through the   Certification Date, but only to the extent that the Performance Goals have   been satisfied. Promptly following the completion of the Performance Period   (and no later than 75 days following the end of the Performance Period), the   Committee will review and certify in writing (i) whether, and to what   extent, the Performance Goals for the Performance Period have been achieved,   and (ii) the number of Performance Stock Units that will vest. Such   certification will be final, conclusive and binding. Notwithstanding the   foregoing or anything in this Agreement to the contrary, the Committee   reserves the right to adjust the number of Performance Stock Units that will   vest based on the achievement of the Performance Goals downward, including to   zero, in its sole discretion. You will forfeit to the Company all of the   unvested Performance Stock Units to the extent the specified Performance   Goals have not been achieved, as determined by the Committee, effective as of   the Certification Date.
    
	
 
    	
 
    	
 
    
	
Vesting   upon Termination of Service
    	
 
    	
Death   or Disability. If your Service terminates during the   Performance Period as a result of your death or Disability, your Performance   Stock Units will vest as to the Target Number of Performance Stock Units set   forth on the cover sheet on the effective date of your termination of   Service. If your Service terminates following the end of the Performance   Period but prior to the Certification Date, your Performance Stock Units will   vest to the extent that 
    


 

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the   Performance Goals have been satisfied as if your Service had not terminated, effective   as of the Certification Date. 

 

Termination   without Cause or for Good Reason. If your Service   terminates prior to the Certification Date because of your involuntary   termination of Service by the Company without Cause or your voluntary   termination for Good Reason (as defined below), you will vest in a pro rata   portion of the Performance Stock Units that vest to the extent that the   Performance Goals have been satisfied as if your Service had not terminated,   which pro rata portion will be calculated by multiplying the total number of   the Performance Stock Units that vest based on actual performance by a   fraction, the numerator of which equals the number of days that you provided   Service during the Performance Period and the denominator of which equals the   total number of days in the Performance Period, effective as of the   Certification Date. 

 

Other   Terminations. If, prior to the Certification Date, you incur a   termination of Service for any reason other than those specified above,   whether voluntary or involuntary and prior to a Change in Control, you will   forfeit to the Company all of the unvested Performance Stock Units on the   date of your termination of Service. 

 

For   purposes of this Agreement, unless otherwise provided in an applicable   agreement with the Company, “Good Reason”   for termination will mean, without your consent: (i) the assignment to   you of substantial duties or responsibilities inconsistent with your position   at the Company, or any other action by the Company that results in a substantial   diminution of your duties or responsibilities other than any such reduction   that is remedied by the Company within 30 days of receipt of written notice   thereof from you; (ii) a requirement that you work principally from a   location that is 35 miles further from your residence than your principal   place of employment as of the Date of Grant; (iii) a ten percent or   greater reduction in your aggregate base salary and other compensation   (including any target bonus amount and/or retirement plan, welfare plans and   fringe benefits) taken as a whole, excluding any reductions caused by the   failure to achieve performance targets; or (iv) any material breach by   the Company of your employment agreement, if any. Good Reason will not exist   pursuant to any subsection in the foregoing sentence unless (A) you have   delivered written notice to the Company within 90 days of the occurrence of   the event constituting Good Reason, and (B) the Company fails to remedy   the circumstances giving rise to your notice within 30 days of receipt of   notice. In addition, you must terminate your employment for Good Reason at a   time agreed reasonably with the Company, but in any event within 150 days   from the occurrence of the event constituting Good Reason. For purposes of   Good Reason, the Company will be defined to include any successor to the   Company that has assumed the obligations of the Company through merger,   acquisition, stock purchase, asset purchase or otherwise.
    
	
 
    	
 
    	
 
    
	
Change   in Control
    	
 
    	
Notwithstanding   the vesting schedule set forth above, upon the consummation of a Change in   Control during the Performance Period, you will vest in a number of   Performance Stock Units equal to the greater of (i) the number of   Performance Stock Units that would vest based on pro rata actual performance   of the Performance Goals as of a date reasonably proximal to the date of the 
    


 

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consummation   of the Change in Control, as determined by the Committee in its sole   discretion, and that level of performance will be treated as achieved   immediately prior to the Change in Control, or (ii) the Target Number of   Performance Stock Units set forth on the cover sheet. Notwithstanding the   foregoing, if the Company achieves Return on Equity (as defined below) during   the Performance Period of   [          ], as of a date   reasonably proximal to the date of the consummation of the Change in Control,   as determined by the Committee in its sole discretion, the Maximum Number of   Performance Stock Units will vest.

 

For   purposes of this agreement “Return on Equity”   means the Company’s net income, as reported in the Company’s audited   financial statements, divided by the average common stockholders’ equity,   determined in accordance with U.S. generally accepted accounting principles   (“U.S. GAAP”). Net income and   average common stockholders’ equity will be adjusted to exclude any amounts   that are generally required to be reported separately under U.S. GAAP as   Extraordinary Items (as described in Exhibit A).
    
	
 
    	
 
    	
 
    
	
Delivery
    	
 
    	
Delivery   of the shares of Stock represented by your vested Performance Stock Units   will be made as soon as practicable after the date on which your Performance   Stock Units vest and, in any event, by no later than March 15th of the   calendar year after your Performance Stock Units vest.
    
	
 
    	
 
    	
 
    
	
Evidence   of Issuance
    	
 
    	
The   issuance of the shares of Stock with respect to the Performance Stock Units   will 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.
    
	
 
    	
 
    	
 
    
	
Withholding
    	
 
    	
In   the event that the Company or an Affiliate determines that any federal,   state, local or foreign tax or withholding payment is required relating to   this grant of Performance Stock Units, or the issuance of shares of Stock   with respect to this grant, the Company or an Affiliate will have the right   to (i) require you to tender a cash payment, (ii) deduct from   payments of any kind otherwise due to you, (iii) permit or require you   to enter into a “same day sale” commitment with a broker-dealer that is a   member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you   irrevocably elect to sell a portion of the shares of Stock to be delivered in   connection with the Performance Stock Units to satisfy withholding   obligations and whereby the FINRA Dealer irrevocably commits to forward the   proceeds necessary to satisfy the withholding obligations directly to the   Company or an Affiliate, or (iv) withhold the delivery of vested shares   of Stock otherwise deliverable under this Agreement to meet such obligations;   provided that the shares of Stock so   withheld will have an aggregate Fair Market Value not exceeding the minimum   amount of tax required to be withheld by applicable law.
    
	
 
    	
 
    	
 
    
	
Notice   and Non-Solicitation
    	
 
    	
The   following notice and non-solicitation provisions will apply to you unless you   have entered into an applicable employment agreement with the Company or any   Affiliate that has more restrictive notice and non-solicitation provisions   (in which case, the more restrictive provisions in such employment agreement   will apply). 
    


 

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You   agree as a condition of this grant that in the event you decide to leave the   Company or an Affiliate for any reason, you will provide the Company or the   Affiliate with 30 days’ prior notice of your departure (during which period,   in the Company’s or its Affiliate’s sole discretion, you may be placed on   paid leave) and you will not commence employment with anyone else during that   period. For a period of 90 days following the termination of your employment   for any reason, you will not directly or indirectly solicit any employees of   the Company or its Affiliates for employment, or encourage any employee to   leave the Company or an Affiliate.
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
This   Agreement and the grant of Performance Stock Units evidenced by this   Agreement do not give you the right to be retained by the Company or any   Affiliate in any capacity. Unless otherwise specified in an employment or   other written agreement between the Company or any Affiliate, as applicable,   and you, the Company or any Affiliate, as applicable, reserves the right to   terminate your service with the Company or an Affiliate at any time and for   any reason.
    
	
 
    	
 
    	
 
    
	
Stockholder   Rights
    	
 
    	
You   do not have any of the rights of a stockholder with respect to the   Performance Stock Units unless and until the Stock relating to the   Performance Stock Units has been delivered to you.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
The   Performance Stock Units are 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 will reimburse the Company the amount of any payment in settlement of the   Performance Stock Units earned or accrued during the 12-month period following   the first public issuance or filing with the 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   2010 Plan
    	
 
    	
The   text of the 2010 Plan is incorporated into this Agreement by reference. 

 

Certain capitalized terms used in this Agreement are defined in the   2010 Plan, and have the meaning set forth in the 2010 Plan. 
    


 

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This   Agreement and the 2010 Plan constitute the entire understanding between you   and the Company regarding this grant of Performance Stock Units. Any prior   agreements, commitments or negotiations concerning this grant are superseded.
    
	
 
    	
 
    	
 
    
	
Data   Privacy
    	
 
    	
To   administer the 2010 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 to such information, 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 2010 Plan.

 

By   accepting this grant, you give explicit consent to the Company to process any   such personal data.
    
	
 
    	
 
    	
 
    
	
Disclaimer   of Rights
    	
 
    	
The   grant of Performance Stock Units under this Agreement will in no way be   interpreted to require the Company to transfer any amounts to a third party   trustee or otherwise hold any amounts in trust or escrow for payment to you.   You will have no rights under this Agreement or the 2010 Plan other than   those of a general unsecured creditor of the Company. Performance Stock Units   represent unfunded and unsecured obligations of the Company, subject to the   terms and conditions of the 2010 Plan and this Agreement.
    
	
 
    	
 
    	
 
    
	
Code   Section 409A
    	
 
    	
The   grant of Performance Stock Units under this Agreement is intended to comply   with Section 409A to the extent subject thereto, and, accordingly, to   the maximum extent permitted, this Agreement will be interpreted and   administered to be in compliance with Section 409A. Notwithstanding   anything to the contrary in the 2010 Plan or this Agreement, neither the   Company, its Affiliates, the Board nor the Committee will have any obligation   to take any action to prevent the assessment of any excise tax or penalty on   you under Section 409A and neither the Company, its Affiliates, the   Board nor the Committee will have any liability to you for such tax or   penalty.

 

To   the extent that the Performance Share Units constitute “deferred   compensation” under Section 409A, a termination of Service occurs only   upon an event that would be a “separation from service” within the meaning of   Section 409A. If, at the time of your separation from service, (1) you   are a “specified employee” within the meaning of Section 409A, and   (2) the Company makes a good faith determination that an amount payable   on account of your separation from service constitutes deferred compensation   (within the meaning of Section 409A), the payment of which is required   to be delayed pursuant to the six-month delay rule set forth in   Section 409A 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 the Delay Period (or upon your death, if earlier), without   interest. Each installment of Performance Share Units that vest under this   Agreement (if there is more than one installment) will be considered one of a   series of separate payments for purposes of Section 409A.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the 2010 Plan.

 

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