EX-10.1



 Exhibit 10.1 

Walter Investment Management Corp. 
 2011
Omnibus Incentive Plan 
 Effective May 10, 2011 

(Amended and Restated June 9, 2016) 







 Contents 
  

							
	Article 1.	 	Establishment, Purpose and Duration	  	 	1	  
			
	Article 2.	 	Definitions	  	 	1	  
			
	Article 3.	 	Administration	  	 	5	  
			
	Article 4.	 	Shares Subject to This Plan and Maximum Awards	  	 	7	  
			
	Article 5.	 	Eligibility and Participation	  	 	8	  
			
	Article 6.	 	Stock Options	  	 	8	  
			
	Article 7.	 	Stock Appreciation Rights	  	 	10	  
			
	Article 8.	 	Restricted Stock	  	 	10	  
			
	Article 9.	 	Restricted Stock Units	  	 	11	  
			
	Article 10.	 	Performance Shares	  	 	12	  
			
	Article 11.	 	Performance Units	  	 	12	  
			
	Article 12.	 	Other Stock-Based Awards and Cash-Based Awards	  	 	12	  
			
	Article 13.	 	Transferability of Awards and Shares	  	 	13	  
			
	Article 14.	 	Performance-Based Compensation and Compliance with Code Section 162(m)	  	 	13	  
			
	Article 15.	 	Termination of Employment; Termination of Directorship and Termination as a Third-Party Service Provider	  	 	15	  
			
	Article 16.	 	Nonemployee Director Awards	  	 	15	  
			
	Article 17.	 	Effect of a Change in Control	  	 	15	  
			
	Article 18.	 	Dividend Equivalents	  	 	16	  
			
	Article 19.	 	Beneficiary Designation	  	 	16	  
			
	Article 20.	 	Rights of Participants	  	 	16	  
			
	Article 21.	 	Amendment and Termination	  	 	16	  
			
	Article 22.	 	Tax Withholding	  	 	17	  
			
	Article 23.	 	General Provisions	  	 	17	  


  
 A-i 








 Walter Investment Management Corp. 

2011 Omnibus Incentive Plan 
  

	Article 1.	 Establishment, Purpose and Duration 


1.1          Establishment.  Walter Investment Management Corp., a Maryland
corporation, establishes an incentive compensation plan to be known as Walter Investment Management Corp. 2011 Omnibus Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards. This Plan shall become effective upon the initial shareholder approval, which occurred on
May 10, 2011 (the “Effective Date”) and shall remain in effect as provided in Section 1.3 subject to amendments and/or restatements from time to time. This Plan was amended and restated on May 3, 2013. This Plan was further
amended and restated on June 9, 2016 (the “Amendment Date”). 
 1.2          Purpose of
this Plan.  The purpose of the Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by (a) motivating superior performance by means of performance-related
incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees as well as Non-Employee Directors, and (c) enabling the Company to attract and retain qualified and competent persons to
serve as members of an outstanding management team and the Board of Directors of the Company upon whose judgment, interest, and performance are required for the successful and sustained operations of the Company. 

1.3          Duration of this Plan.  Unless sooner terminated as provided herein,
this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this
Plan’s terms and conditions. 
  

	Article 2.	 Definitions 

 Whenever used in this Plan, the following terms shall have the meanings set forth below, and
when the meaning is intended, the initial letter of the word shall be capitalized. 

2.1          “Amendment Date” has the meaning set forth in Section 1.1.

 2.2          “Annual Award Limit” or “Annual Award
Limits” have the meaning set forth in Section 4.3. 

2.3          “Award” means, individually or collectively, a grant
under this Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards, in each case subject to the terms of this
Plan. 
 2.4          “Award Agreement” means either (i) a
written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or
electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award
Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an
Award granted under this Plan. The terms of an Award Agreement need not be uniform among all Participants or among similar types of Awards. 

2.5          “Beneficial Owner” or “Beneficial
Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 

2.6          “Board” or “Board of Directors” means
the Board of Directors of the Company. 
 2.7          “Cash-Based
Award” means an Award, denominated in cash, granted to a Participant as described in Article 12. 

2.8          “Cause” means, unless otherwise specified in an Award
Agreement or in an applicable employment agreement between the Company and a Participant, any one of the following: 

(a)          willful misconduct of the Participant; 

 

  
 1 








 (b)          willful failure to perform
the Participant’s duties; 
 (c)          the conviction of the Participant by
a court of competent jurisdiction of a felony or entering the plea of nolo contendere to such crime by the Participant; or 

(d)          the commission of an act of theft, fraud, dishonesty or insubordination
that is materially detrimental to the Company or any Subsidiary. 

2.9          A “Change in Control” means the occurrence of one or
more of the following events: 
 (a)          The acquisition by any Person of
Beneficial Ownership of more than 40% of either (A) the then-outstanding Shares (“Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 2.9(a) the following acquisitions shall not constitute a Change in Control:

 (i)          any acquisition by the Company, 

(ii)         any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company, 
 (iii)        any entity controlled by the Company, or 

(iv)        any acquisition by any entity pursuant to a transaction that complies with Sections
2.9(c)(i), (ii) and (iii). 
 (b)          Individuals who, as
of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective Date whose
election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board. 

(c)          Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company and/or any entity controlled by the Company, or a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of
another entity by the Company or any entity controlled by the Company (each, a “Business Combination”), in each case, provided, however, that, for purposes of this Section 2.9(c) a Business Combination shall not
constitute a Change in Control if following such Business Combination: 

(i)          all or substantially all of the individuals and entities that were the
Beneficial Owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than
66 2/3% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially
all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be; and 
 (ii)          no Person
(excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such
ownership existed prior to the Business Combination; and 
  

  
 2 








 (iii)         at least a majority of the
members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
Combination. 
 (d)          Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company. 

2.10        “Code” means the U.S. Internal Revenue Code of 1986, as amended
from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 

2.11        “Commission” means the Securities and Exchange Commission. 

2.12        “Committee” means the Compensation Committee of the Board or a
subcommittee thereof or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or
cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. The Committee shall be constituted to comply with the requirements of Rule 16b-3 promulgated by the Securities
and Exchange Commission under the United States Securities Exchange Act of 1934, or such rule or any successor rule thereto which is in effect from time to time, Section 162(m) of the Code and any applicable listing or governance requirements
of any securities exchange on which the Company’s common shares are listed. 

2.13        “Company” means Walter Investment Management Corp., and any
successor thereto as provided in Section 23.21. 
 2.14        “Covered
Employee” means any Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of
(i) 90 days after the beginning of the Performance Period, or (ii) 25% of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period. 

2.15        “Director” means any individual who is a member of the Board of
Directors of the Company. 
 2.16        “Disability” means permanent and
total disability as defined in Code Section 22(e)(3). A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, the Participant shall submit to any reasonable examination(s) required by
such physician upon request. Notwithstanding the foregoing provisions of this paragraph, in the event any Award is considered to be “deferred compensation” as that term is defined under Code Section 409A, then, in lieu of the
foregoing definition and to the extent necessary to comply with the requirements of Code Section 409A, the definition of “Disability” for purposes of such Award shall be the definition of “disability” provided for under Code
Section 409A and the regulations or other guidance issued thereunder. 

2.17        “Dividend Equivalent” means a credit, made at the discretion of
the Committee or as provided for under an Award Agreement, to the account of a Participant in an amount equal to the dividends paid on one Share for each Share represented by an Award held by such Participant. 

2.18        “Effective Date” has the meaning set forth in Section 1.1.

 2.19        “Employee” means any individual performing services for the
Company or a Subsidiary and designated as an employee of the Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the Company or Subsidiary as an
independent contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is
subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the Company or any Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive Stock Option held by a Participant shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

  

  
 3 








 2.20        “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto. 

2.21        “Extraordinary Items” means (i) extraordinary, unusual and/or
nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the
audited financial statements, including footnotes, or the Management Discussion and Analysis section of the Company’s annual report. 

2.22        “Fair Market Value” or “FMV” means, as applied to
a specific date, the price of a Share that is based on the opening, closing, actual, high, low or average selling prices of a Share reported on any established stock exchange or national market system including without limitation the New York Stock
Exchange and the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as
determined by the Committee in its discretion. Unless the Committee determines otherwise or unless otherwise specified in an Award Agreement, Fair Market Value shall be deemed to be equal to the closing price of a Share on the most recent date on
which Shares were publicly traded. Notwithstanding the foregoing, if Shares are not traded on any established stock exchange or national market system, the Fair Market Value means the price of a Share as established by the Committee acting in good
faith based on a reasonable valuation method that is consistent with the requirements of Section 409A of the Code and the regulations thereunder. 

2.23        “Full Value Award” means, individually or collectively, a grant
under this Plan of Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units settled in Shares, or Other Stock-Based Awards, in each case subject to the terms of this plan. 

2.24        “Grant Date” means the date an Award is granted to a Participant
pursuant to the Plan. 
 2.25        “Grant Price” means the price
established at the time of grant of an SAR pursuant to Article 7. 

2.26        “Incentive Stock Option” or “ISO” means an Award
granted pursuant Article 6 that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision. 

2.27        “Insider” shall mean an individual who is, on the relevant date,
an officer (as defined in Rule 16a-1(f) (or any successor provision) promulgated by the Commission under the Exchange Act) or Director of the Company, or a more than 10% Beneficial Owner of any class of the Company’s equity securities that is
registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act. 

2.28        “Nonemployee Director” means a Director who is not an Employee.

 2.29        “Nonqualified Stock Option” or “NQSO” means
an Award granted pursuant to Article 6 that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements. 

2.30        “Option” means an Award granted to a Participant pursuant to
Article 6, which Award may be an Incentive Stock Option or a Nonqualified Stock Option. 

2.31        “Option Price” means the price at which a Share may be purchased
by a Participant pursuant to an Option. 
 2.32        “Other Stock-Based
Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that is granted pursuant to Article 12. 

2.33        “Participant” means any eligible individual as set forth in
Article 5 to whom an Award is granted. 
 2.34        “Performance-Based
Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this
Plan shall be construed to mean that an Award that does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section
409A. 
  

  
 4 








 2.35        “Performance
Measures” means measures, as described in Article 14, upon which performance goals are based and that are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation. 

2.36        “Performance Period” means the period of time during which
pre-established performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. 

2.37        “Performance Share” means an Award granted pursuant to
Article 10. 
 2.38        “Performance Unit” means an Award granted
pursuant to Article 11. 
 2.39        “Period of Restriction” means the
period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its
discretion) as provided in Articles 8 and 9. 
 2.40        “Person” shall
have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 

2.41        “Plan” means Walter Investment Management Corp. 2011 Omnibus
Incentive Plan, as the same may be amended and/or restated from time to time. 

2.42        “Prior Plan” means the 2009 Long-Term Incentive Award Plan of
Walter Investment Management Corp. 
 2.43        “Restricted Stock” means
an Award granted pursuant to Article 8. 
 2.44        “Restricted Stock
Unit” means an Award granted pursuant to Article 9. 

2.45        “Share” means a share of common stock of the Company. 

2.46        “Stock Appreciation Right” or “SAR” means an
Award granted pursuant to Article 7. 
 2.47        “Subsidiary” means
any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or indirectly, an interest of more than 50% by reason of stock ownership or otherwise. 

2.48        “Termination of Employment” means the termination of the
Participant’s employment with the Company and the Subsidiaries, regardless of the reason for the termination of employment. 

2.49        “Termination of Directorship” means the time when a Non-Employee
Director ceases to be a Non-Employee Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. 

2.50        “Third-Party Service Provider” means any consultant, agent,
advisor or independent contractor who renders bona fide services to the Company or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (b) do not directly
or indirectly promote or maintain a market for the Company’s securities, and (c) are provided by a natural person who has contracted directly with the Company or Subsidiary to render such services. 

 

	Article 3.	  Administration 


3.1           General.  The Committee shall be responsible for administering
this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers
and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company
or Subsidiary, and all other interested individuals. 
  

  
 5 








 3.2         Authority of the
Committee.  Subject to any express limitations set forth in the Plan, the Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the
administration of the Plan including, but not limited to, the following: 
 (a)        To
determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted (which
need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an Award and the number of Shares subject to an Award; 

(b)        To construe and interpret the Plan and Awards granted under it, and to establish,
amend, and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in an Award Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective; 
 (c)        To accelerate the
vesting of any outstanding Award or to waive any restrictions applicable to any outstanding Award; 

(d)        To approve forms of Award Agreements for use under the Plan; 

(e)        To determine Fair Market Value of a Share in accordance with
Section 2.22 of the Plan; 
 (f)         To amend the Plan or any Award Agreement as provided in the Plan; 

(g)        To adopt sub-plans and/or special provisions applicable to stock awards regulated by
the laws of a jurisdiction other than and outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of the Plan, but unless otherwise superseded by the terms of such sub-plans and/or special
provisions, the provisions of the Plan shall govern; 
 (h)         To authorize any person to
execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Board; 

(i)         To determine whether
Awards will be settled in shares of common stock, cash or in any combination thereof; 
 (j)         To determine whether Awards will provide for Dividend Equivalents; 

(k)         To establish a program
whereby Participants designated by the Committee may reduce compensation otherwise payable in cash in exchange for Awards under the Plan; 

(l)         To authorize a program
permitting eligible Participants to surrender outstanding Awards in exchange for newly granted Awards subject to any applicable shareholder approval requirements set forth in Section 21.1 of the Plan; 

(m)         To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares,
including, without limitation, (i) restrictions under an insider trading policy and (ii) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and 

(n)        To provide, either at the time an Award is granted or by subsequent action, that an
Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof,
the amount of which is determined by reference to the value of Shares. 
  

  
 6 








 3.3         Delegation.  The Committee may
delegate to one or more of its members or to one or more officers of the Company or any Subsidiary or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any individuals to whom it
has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. To the extent permitted by applicable law, the Committee
may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as can the Committee: (a) designate Employees to be recipients of Awards; and (b) determine the size of any such Awards;
provided, however, (i) the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is considered an Insider; (ii) the resolution providing such authorization sets forth the total number
of Awards such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Committee regarding the nature and scope of the Awards granted pursuant to the authority delegated. 

 

	Article 4.	Shares Subject to This Plan and Maximum Awards 


4.1         Number of Shares Authorized and Available for Awards.  Subject to adjustment
as provided under the Plan, the total number of Shares that are available for Awards under the Plan shall be equal to 10,815,000 Shares (which is comprised of the sum of (i) 2,000,000 Shares added to the Plan on the Amendment
Date and (ii) 8,815,000 total Shares available for Awards under the Plan as of immediately prior to the Amendment Date). Such Shares may be authorized and unissued Shares or
treasury Shares (if applicable) or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. 

4.2         Share Usage.  The Committee shall determine the appropriate method for
determining the number of Shares available for grant under the Plan, subject to the following: 

(a)          Any Shares related to an Award granted under this Plan or Prior Plan that
terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not
involving Shares shall be available again for grant under this Plan. 

(b)          Any Shares tendered (by either actual delivery or attestation)
(i) to pay the Option Price of an Option granted under this Plan or Prior Plan or (ii) to satisfy tax withholding obligations associated with an Award granted under this Plan or Prior Plan, shall be available again for grant under this
Plan. 
 (c)          Any Shares that were subject to an SAR granted under this Plan
or Prior Plan that were not issued upon the exercise of such SAR shall be available again for grant under this Plan. 

4.3         Annual Award Limits.  Subject to Section 4.4, the maximum number of
Shares for which Options or SARs may be granted to any Participant in any calendar year shall be 2,000,000 Shares and the maximum number of Shares that may be paid to any Participant in any calendar year in the form of Restricted Stock, Restricted
Stock Units, Performance Shares or Other Stock Based Awards, in each case that are Performance-Based Compensation, shall be 2,000,000 Shares determined as of the date of payout. The maximum aggregate amount that may be paid to any Participant in any
calendar year under an Award of Performance Units, Cash-Based Awards or any other Award that is payable in cash, in each case that are Performance-Based Compensation, shall be $5,000,000, determined as of the date of payout. 

4.4         Adjustments in Authorized Shares.  Adjustment in authorized Shares available
for issuance under the Plan or under an outstanding Award and adjustments in Annual Award Limits shall be subject to the following provisions: 

(a)          In the event of any corporate event or transaction (including, but not
limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock
split, split up, spin-off or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind or other like change in capital structure, number of outstanding Shares or distribution (other than
normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction (“Corporate Transactions”), the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall
substitute or adjust, as applicable, the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to
outstanding Awards, the Annual Award Limits and other value determinations applicable to outstanding Awards; provided that the Committee, in its sole discretion, shall determine the methodology or manner of making such substitution or
adjustment. 

  
 7 








 (b)          The Committee, in its sole
discretion, may also make appropriate adjustments in the terms of any Awards under this Plan to reflect or related to such Corporate Transactions and to modify any other terms of outstanding Awards, including modifications of performance goals and
changes in the length of Performance Periods. 
 (c)          The determination of
the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. 
  

	Article 5.	Eligibility and Participation 


5.1         Eligibility to Receive Awards.  Individuals eligible to participate in this
Plan include all Employees, Directors and Third-Party Service Providers. 
 5.2         Participation
in the Plan.  Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in the Plan, those individuals to whom Awards shall be granted and shall determine, in its
sole discretion, the nature of any and all terms permissible by law and the amount of each Award. 
  

	Article 6.	Stock Options 

 6.1         Grant of
Options.  Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be
evidenced by an Award Agreement which shall specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option. 

6.2         Option Price.  The Option Price for each grant of an Option shall be
determined by the Committee in its sole discretion and shall be specified in the Award Agreement evidencing such Option; provided, however, the Option Price must be at least equal to 100% of the FMV of a Share as of the Option’s Grant Date,
subject to adjustment as provided for under Section 4.4. 
 6.3          Term of
Option.  The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the tenth anniversary date of its grant. 

6.4          Exercise of Option.  An Option shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 

6.5          Payment of Option Price.  An Option shall be exercised by the delivery
of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of
any exercised Option shall be payable to the Company in accordance with one of the following methods: 

(a)          In cash or its equivalent; 

(b)          By tendering (either by actual delivery or attestation) previously
acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; 

(c)          By a cashless (broker-assisted) exercise; 

(d)          By any combination of (a), (b) and (c); or 

(e)          Any other method approved or accepted by the Committee in its sole
discretion. 
 Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars or Shares,
as applicable. 

  
 8 








 6.6          Special Rules Regarding ISOs.
Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO to a Participant shall be subject to the following rules: 

(a)          Special ISO definitions: 

(i)          “Parent Corporation” shall mean as of any applicable date a
corporation in respect of the Company that is a parent corporation within the meaning of Code Section 424(e). 

(ii)          “ISO Subsidiary” shall mean as of any applicable date any
corporation in respect of the Company that is a subsidiary corporation within the meaning of Code Section 424(f). 

(iii)         A “10% Owner” is an individual who owns stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Parent Corporation or any ISO Subsidiary. 

(b)          Eligible employees. An ISO may be granted solely to eligible
Employees of the Company, Parent Corporation, or ISO Subsidiary. 

(c)          Specified as an ISO. An Award Agreement evidencing the grant of an
ISO shall specify that such grant is intended to be an ISO. 

(d)          Option price. The Option Price of an ISO granted shall be
determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the case of 10%
owners, the Option Price may not be not less than 110% of such Fair Market Value), subject to adjustment provided for under Section 4.4. 

(e)          Right to exercise. Any ISO granted to a Participant shall be
exercisable during his or her lifetime solely by such Participant. 

(f)          Exercise period. The period during which a Participant may
exercise an ISO shall not exceed ten years (five years in the case of a Participant who is a 10% owner) from the date on which the ISO was granted. 

(g)          Termination of employment. In the event a Participant terminates
employment due to death or Disability, the Participant (or, in the case of death, the person(s) to whom the Option is transferred by will or the laws of descent and distribution) shall have the right to exercise the Participant’s ISO award
during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of his death or Disability; as applicable, provided, however, that such period may not exceed one year
from the date of such termination of employment or if shorter, the remaining term of the ISO. In the event a Participant terminates employment for reasons other than death or disability, the Participant shall have the right to exercise the
Participant’s ISO during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of such termination of employment; provided, however, that such period may not
exceed three months from the date of such termination of employment or if shorter, the remaining term of the ISO. 

(h)          Dollar limitation. To the extent that the aggregate Fair Market
Value of (a) the Shares with respect to which Options designated as Incentive Stock Options plus (b) the shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to which other Incentive Stock Options are
exercisable for the first time by a holder of an ISO during any calendar year under all plans of the Company and Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence,
(a) Options shall be taken into account in the order in which they were granted, and (b) the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted. 

(i)          Duration of plan. No ISO may be granted more than ten years after
the earlier of (a) adoption of this Plan by the Board and (b) the Effective Date. 

  
 9 








 (j)          Notification of
disqualifying disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall notify the Company of such disposition within 30 days thereof. The Company shall use such
information to determine whether a disqualifying disposition as described in Code section 421(b) has occurred. 

(k)         Transferability. No ISO may be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution; provided, however, that at the discretion of the Committee, an ISO may be transferred to a grantor trust under which Participant making
the transfer is the sole beneficiary. 
  

	Article 7.	Stock Appreciation Rights 


7.1          Grant of SARs. SARs may be granted to Participants in such number, and upon
such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement. 

7.2          Grant Price. The Grant Price for each grant of an SAR shall be determined
by the Committee and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date, subject to adjustment as provided for
under Section 4.4. 
 7.3          Term of SAR. The term of an SAR granted to a
Participant shall be determined by the Committee, in its sole discretion; provided, however, no SAR shall be exercisable later than the tenth anniversary date of its grant. 

7.4          Exercise of SAR. An SAR shall be exercisable at such times (“SAR
Exercise Period”) and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 

7.5          Notice of Exercise. An SAR shall be exercised by the delivery of a notice
of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with
respect to which the SAR is to be exercised. 
 7.6          Settlement of SARs. Upon
the exercise of an SAR, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section 7.5, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of
(a) and (b) below: 
 (a)          The excess of the Fair Market Value of
a Share on the date of exercise over the Grant Price. 
 (b)          The number of
Shares with respect to which the SAR is exercised. 
 Payment shall be made in cash, Shares or a combination thereof as provided for under the applicable Award
Agreement. 
  

	Article 8.	Restricted Stock 

 8.1          Grant
of Restricted Stock. Restricted Stock may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock shall
be evidenced by an Award Agreement. 
 8.2          Nature of Restrictions. Each grant
of Restricted Stock shall subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such
conditions or restrictions may include, without limitation, one or more of the following: 

(a)          A requirement that a Participant pay a stipulated purchase price for each
Share of Restricted Stock; 
 (b)          Restrictions based upon the achievement
of specific performance goals; 
 (c)          Time-based restrictions on vesting
following the attainment of the performance goals; 

  
 10 








 (d)          Time-based restrictions; or

 (e)          Restrictions under applicable laws and restrictions under the
requirements of any stock exchange or market on which such Shares are listed or traded. 

8.3          Issuance of Shares. To the extent deemed appropriate by the Committee, the
Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse. Shares of Restricted Stock covered
by each Restricted Stock grant shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapsed (including satisfaction of any applicable tax withholding obligations).

 8.4          Certificate Legend. In addition to any legends placed on certificates
pursuant to Section 8.2, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion: The sale or
transfer of Shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Walter Management Investment Corp. 2011 Omnibus Incentive Plan,
and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from Walter Management Investment Corp. 

8.5          Voting Rights. Unless otherwise determined by the Committee and set forth
in a Participant’s applicable Award Agreement, to the extent permitted or required by law, as determined by the Committee, a Participant holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting
rights with respect to those Shares during the Period of Restriction. 
  

	Article 9.	Restricted Stock Units 


9.1          Grant of Restricted Stock Units. Restricted Stock Units may be granted to
Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of
Shares but shall represent a promise to deliver a corresponding number of Shares based upon the completion of service, performance conditions, or such other terms and conditions as specified in the applicable Award Agreement over the Restriction
Period. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement. 

9.2          Nature of Restrictions. Each grant of Restricted Stock Units shall be
subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may
include, without limitation, one or more of the following: 
 (a)          A
requirement that a Participant pay a stipulated purchase price for each Restricted Stock Unit; 

(b)          Restrictions based upon the achievement of specific performance goals;

 (c)          Time-based restrictions on vesting following the attainment of the
performance goals; 
 (d)          Time-based restrictions; and/or 

(e)          Restrictions under applicable laws or under the requirements of any stock
exchange on which Shares are listed or traded. 
 9.3          Voting Rights. A
Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder or the Shares corresponding to any Restricted Stock Units granted hereunder. 

9.4          Settlement and Payment Restricted Stock Units. Unless otherwise elected by
the Participant or otherwise provided for in the Award Agreement, Restricted Stock Units shall be settled upon the date such Restricted Stock Units vest. Such settlement may be made in Shares, cash or a combination thereof, as specified in the Award
Agreement. 
  

  
 11 









	Article 10.	Performance Shares 

 10.1        Grant of Performance
Shares. Performance Shares may be granted to Participants in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Performance Shares shall be
evidenced by an Award Agreement. 
 10.2       Value of Performance Shares. Each Performance Share
shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, shall
determine the number of Performance Shares that shall be paid to a Participant. 
 10.3       Earning of
Performance Shares. After the applicable Performance Period has ended, the number of Performance Shares earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable
corresponding performance goals have been achieved. This determination shall be made solely by the Committee. 

10.4       Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the
applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a
Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee. 
  

	Article 11.	Performance Units 

 11.1       Grant of Performance
Units. Subject to the terms and provisions of this Plan, Performance Units may be granted to a Participant in such number, and upon such terms and at any time and from time to time as shall be determined by the Committee, in its sole
discretion. Each grant of Performance Units shall be evidenced by an Award Agreement. 
 11.2       Value of
Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the
extent to which they are met over the specified Performance Period, will determine the number of Performance Units that shall be settled and paid to the Participant. 

11.3       Earning of Performance Units. After the applicable Performance Period has ended, the number of
Performance Units earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the
Committee. 
 11.4       Form and Timing of Payment of Performance Units. The Committee shall pay at
the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Units in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any
Shares paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate by the Committee. 
  

	Article 12.	Other Stock-Based Awards and Cash-Based Awards 


12.1       Grant of Other Stock-Based Awards and Cash-Based Awards. 

(a)          The Committee may grant Other Stock-Based Awards not otherwise described
by the terms of this Plan, including, but not limited to, the grant or offer for sale of unrestricted Shares and the grant of deferred Shares or deferred Share units, in such amounts and subject to such terms and conditions, as the Committee shall
determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares. 

(b)          The Committee, at any time and from time to time, may grant Cash-Based
Awards to a Participant in such amounts and upon such terms as the Committee shall determine, in its sole discretion. 

(c)          Each grant of Other Stock-Based Awards and Cash-Based Awards shall be
evidenced by an Award Agreement. 
  

  
 12 








 12.2        Value of Other Stock-Based Awards and
Cash-Based Awards. 
 (a)          Each Other Stock-Based Award shall be
expressed in terms of Shares or units based on Shares, as determined by the Committee, in its sole discretion. 

(b)          Each Cash-Based Award shall specify a payment amount or payment range as
determined by the Committee, in its sole discretion. If the Committee exercises its discretion to establish performance goals, the value of Cash-Based Awards that shall be paid to the Participant will depend on the extent to which such performance
goals are met. 
 12.3        Payment of Other Stock-Based Awards and Cash-Based
Awards.  Payment, if any, with respect to Cash-Based Awards and Other Stock-Based Award shall be made in accordance with the terms of the applicable Award Agreement, in cash, Shares or a combination of both as determined by the
Committee in its sole discretion. 
  

	Article 13.	Transferability of Awards and Shares 


13.1        Transferability of Awards.  Except as provided in Section 13.2, during a
Participant’s lifetime, Options shall be exercisable only by the Participant. Awards shall not be transferable other than by will or the laws of descent and distribution or, subject to the consent of the Committee, pursuant to a domestic
relations order entered into by a court of competent jurisdiction; no Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind; and any purported transfer in violation of this Section 13.1 shall be null and
void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death may be provided.

 13.2        Committee Action.  Except as provided in Section 6.6(k), the Committee
may, in its discretion, determine that notwithstanding Section 13.1, any or all Awards shall be transferable, without compensation to the transferor, to and exercisable by such transferees, and subject to such terms and conditions, as the
Committee may deem appropriate; provided, however, no Award may be transferred for value without shareholder approval. 

13.3        Restrictions on Share Transferability.  The Committee may impose such restrictions
on any Shares acquired by a Participant under the Plan as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal securities laws, under the requirements of any stock exchange
or market upon which such Shares are then listed or traded or under any blue sky or state securities laws applicable to such Shares. 
  

	Article 14.	Performance-Based Compensation and Compliance with Code Section 162(m) 


14.1        Compliance with Section 162(m).  The provisions of the Plan are intended to
ensure that all Options and SARs granted hereunder to any Participant who is or may be a Covered Employee at the time of exercise of such Option or SAR grant qualify for exemption from the limitation on deductibility imposed by Section 162(m)
of the Code that is set forth in Section 162(m)(4)(c) and that such Options and SARs shall therefore be considered Performance-Based Compensation and this Plan shall be interpreted and operated consistent with that intention. The Committee may
designate any Award (other than an Option or SAR) as Performance-Based Compensation upon grant, in each case based upon a determination that (i) the Participant is or may be a Covered Employee with respect to such Award, and (ii) the
Committee wishes such award to qualify for exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(c). The Committee shall have the sole authority to specify which Awards
are to be granted in compliance with Section 162(m) and treated as Performance-Based Compensation. 

14.2        Performance Measures.  The performance goals upon which the payment or vesting of
an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures: 

(a)          Allowance for loan losses and provision for loan losses 

(b)          Book value; 

(c)          Cash flow (including, but not limited to, cash flow from financing
activities, cash flow from investing activities and cash flow from operating activities); 

(d)          Earnings (either in aggregate or on a per-share basis); 

  
 13 








 (e)         Earnings before or after either,
or any combination of, interest, taxes, depreciation, or amortization (EBITDA); 

(f)          Economic value added (net operating profit after tax minus the sum of
capital multiplied by the cost of capital); 
 (g)         Expenses/costs; 

(h)         Gross or operating margins; 

(i)          Gross or net revenues; 

(j)          Interest income; 

(k)         Market share; 

(l)          Net interest income; 

(m)        Net income; 

(n)         Non-interest income (including premium income); 

(o)         Operating income/profit; 

(p)         Operational performance measures; 

(q)         Pre-tax Income; 

(r)          Profitability ratios; 

(s)         Return measures (including return on assets, equity, investment, invested
capital, share price); 
 (t)          Share price; 

(u)         Strategic business objectives (including objective project milestones); 

(v)         Transactions relating to acquisitions or divestitures; or 

(w)        Working capital. 

Any Performance Measure(s) may, as the Committee, in its sole discretion deems appropriate, (i) relate to the performance of the Company or any Subsidiary as a
whole or any business unit or division of the Company or any Subsidiary or any combination thereof, (ii) relate to the performance of one or more portfolio types, (iii) be compared to the performance of a group of comparator companies, or
published or special index, (iv) be based on change in the Performance Measure over a specified period of time and such change may be measured based on an arithmetic change over the specified period, such as cumulative change or average change,
or percentage change over the specified period such as cumulative percentage change, average percentage change and compounded percentage change, (v) relate to or be compared to one or more other Performance Measures, or (vi) any
combination of the foregoing. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 14. 

14.3        Evaluation of Performance. The Committee may provide in any Award intended to qualify as
Performance-Based Compensation that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation or claim judgments or settlements,
(c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported financial results, (d) any reorganization and restructuring programs, (e) Extraordinary Items, (f) acquisitions or
divestitures, and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees; they shall be prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility. 
  

  
 14 








 14.4        Adjustment of Performance-Based Compensation.
Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis or any combination, as the
Committee determines, in its sole discretion. 
 14.5        Committee Discretion. In the event that
applicable tax or securities laws change to permit Committee discretion to alter the governing Performance Measures or permit flexibility with respect to the terms of any Award or Awards to be treated as Performance-Based Compensation without
obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event that the Committee determines that it is advisable to grant Awards that
shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 14.2. 

 

	Article 15.	Termination of Employment; Termination of Directorship and Termination as a Third-Party Service Provider 


Each Award Agreement evidencing the grant of an Award shall provide for the following: 

(a)          The extent to which a Participant shall vest in or forfeit such Award
following the Participant’s Termination of Employment, Termination of Directorship and Termination as a Third-Party Service Provider, as applicable. 

(b)          With respect to an Award in the form of an Option or SAR, the extent to
which a Participant shall have the right to exercise the Option or SAR following the Participant’s Termination of Employment, Termination of Directorship and Termination as a Third-Party Service Provider, as applicable. 

The foregoing provisions shall be determined in the sole discretion of the Committee, shall be included in each Award Agreement entered into with each Participant, need
not be uniform among all Award Agreements and may reflect distinctions based on the reasons for termination. In addition, the Committee shall determine, in its sole discretion, the circumstances constituting a Termination as a Third-Party Service
Provider and shall set forth those circumstances in each Award Agreement entered into with each Third-Party Service Provider. 
  

	Article 16.	Nonemployee Director Awards 

 16.1        Awards to
Nonemployee Directors. The Board or Committee shall determine and approve all Awards to Nonemployee Directors. The terms and conditions of any grant of any Award to a Nonemployee Director shall be set forth in an Award Agreement. 

16.2        Awards in Lieu of Fees. The Board or Committee may permit a Nonemployee Director the
opportunity to receive an Award in lieu of payment of all or a portion of future director fees (including but not limited to cash retainer fees and meeting fees) or other types Awards pursuant to such terms and conditions as the Board or Committee
may prescribe and set forth in an applicable sub-plan or Award Agreement. 
  

	Article 17.	Effect of a Change in Control 

 Notwithstanding any other provision of this Plan to the contrary,
the provisions of this Article 17 shall apply in the event of a Change in Control, unless otherwise determined by the Committee in its sole discretion, and set forth in the applicable Award Agreement: 

(a)          Outstanding Options and SARs.  Upon a Change in Control,
a Participant’s then-outstanding Options and SARs shall immediately become fully vested (and, to the extent applicable, all performance conditions shall be deemed satisfied) and exercisable over the exercise period set forth in the applicable
Award Agreement. 
 (b)          Awards, other than Options and SARs, Subject to
a Service Condition.  Upon a Change in Control, a Participant’s then-outstanding Awards, other than Options and SARs, that are not vested and as to which vesting depends solely on the satisfaction of a service obligation by a
Participant to the Company or any Subsidiary shall become fully vested and shall be settled in cash, Shares or a combination as provided for under the applicable Award Agreement as soon as practicable following such Change in Control. 

 

  
 15 








 (c)          Awards, other than
Options and SARs, Subject to a Performance Condition. Unless otherwise specified in a Participant’s applicable Award Agreement, upon a Change in Control, a Participant’s then-outstanding Awards, other than Options and SARs, that are
subject to one or more performance conditions shall immediately vest and all performance conditions shall be deemed satisfied as if target performance was achieved and shall be settled in cash, Shares or a combination as provided for under the
applicable Award Agreement as soon as practicable following such Change in Control; notwithstanding that the applicable performance period, retention period or other restrictions and conditions have not been completed or satisfied. 

 

	Article 18.	Dividend Equivalents 

 The Committee may grant dividend equivalents to a Participant based on the
dividends declared on Shares that are subject to any Award granted to the Participant with such dividend equivalents credited to the Participant as of the applicable dividend payment dates that occur during a period determined by the Committee. Such
dividend equivalents shall be converted to and paid in cash or additional Shares or Awards by such formula and at such time and subject to such limitations as may be determined by the Committee. 

 

	Article 19.	Beneficiary Designation 

 Each Participant under this Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary
designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator or legal representative. 

 

	Article 20.	Rights of Participants 

 20.1        Employment.
Nothing in this Plan or an Award Agreement shall (a) interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment with the Company or any Subsidiary at any time or for any reason
not prohibited by law or (b) confer upon any Participant any right to continue his employment or service as a Director or Third-Party Service Provider for any specified period of time. Neither an Award nor any benefits arising under this Plan
shall constitute an employment contract with the Company or any Subsidiary and, accordingly, subject to Articles 3 and 21, this Plan and the benefits hereunder may be amended or terminated at any time in the sole and exclusive discretion of the
Board without giving rise to any liability on the part of the Company, any Subsidiary, the Committee or the Board. 

20.2        Participation. No individual shall have the right to be selected to receive an Award under
this Plan, or, having been so selected, to be selected to receive a future Award. 
 20.3        Rights as
a Shareholder. Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares. 

 

	Article 21.	Amendment and Termination 


21.1        Amendment and Termination of the Plan and Awards. 

(a)          Subject to subparagraphs (b) and (c) of this Section 21.1
and Section 21.3 of the Plan, the Board may at any time amend or terminate the Plan or amend or terminate any outstanding Award. 

(b)          Except as provided for in Section 4.4, the terms of an outstanding
Award may not be amended, without prior shareholder approval, to: 

(i)          reduce the Option Price of an outstanding Option or to reduce the Grant
Price of an outstanding SAR, 
 (ii)          cancel an outstanding Option or SAR in
exchange for other Options or SARs with an Option Price or Grant Price, as applicable, that is less than the Option Price of the cancelled Option or the Grant Price of the cancelled SAR, as applicable, or 

 

  
 16 








 (iii)          cancel an outstanding
Option with an Option Price that is less than the Fair Market Value of a Share on the date of cancellation or cancel an outstanding SAR with a Grant Price that is less than the Fair Market Value of a Share on the date of cancellation in exchange for
cash or another Award. 
 (c)          Notwithstanding the foregoing, no amendment
of this Plan shall be made without shareholder approval if shareholder approval is required pursuant to rules promulgated by any stock exchange or quotation system on which Shares are listed or quoted or by applicable U.S. state corporate laws or
regulations, applicable U.S. federal laws or regulations and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. 

21.2        Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. Subject
to Section 14.4, the Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4)
affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution
or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. By
accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this Section 21.2 without further consideration or action. 

21.3        Awards Previously Granted.  Notwithstanding any other provision of this Plan to the
contrary, other than Sections 21.2, 21.4 and 23.14, no termination or amendment of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the
Participant holding such Award. 
 21.4        Amendment to Conform to Law.  Notwithstanding
any other provision of this Plan to the contrary, the Committee may amend the Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any
law relating to plans of this or similar nature, and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 21.4 to the
Plan and any Award without further consideration or action. 
  

	Article 22.	Tax Withholding 

 22.1        Minimum Tax
Withholding.  The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy applicable federal, state and local tax withholding
requirements, domestic or foreign, with respect to any taxable event arising as a result of this Plan but in no event shall such deduction or withholding or remittance exceed the minimum statutory withholding requirements. 

22.2        Share Withholding.  With respect to withholding required upon the exercise of
Options or SARs, upon the lapse of restrictions on Restricted Stock, upon the settlement of Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an
Award granted hereunder (collectively and individually referred to as a “Share Payment”), a Participant may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company
withhold from a Share Payment the number of Shares having a Fair Market Value on the date the withholding is to be determined equal to the minimum statutory withholding requirement but in no event shall such withholding exceed the minimum statutory
withholding requirement. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate. 

 

	Article 23.	General Provisions 

 23.1        Forfeiture Events.

 (a)          In addition to the forfeiture events specified in
Section 23.1(b), the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of
certain specified events, in addition to any otherwise applicable vesting of an Award. 
  

  
 17 








 (b)          A Participant’s
Termination of Employment for Cause shall result in the forfeiture of the Participant’s outstanding Awards in accordance with the following: 

(i)          Any outstanding and nonvested Options, SARs, Restricted Stock, RSUs,
Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards granted to the Participant shall be forfeited as of the date immediately preceding the Participant’s Termination of Employment; and 

(ii)          Any vested and unexercised Options and SARs, vested but not settled
RSUs, earned but not settled Performance Shares or Performance Units, and earned and/or vested Cash-Based Awards and Other Stock-Based Awards granted to the Participant shall be forfeited as of the date immediately preceding the Participant’s
Termination of Employment. 
 23.2        Legend. The certificates for Shares may include any legend
that the Committee deems appropriate to reflect any restrictions on transfer of such Shares. 

23.3        Gender and Number. Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural. 

23.4        Severability. In the event any provision of this Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

23.5        Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall
be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 

23.6        Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title
for Shares issued under this Plan prior to: 
 (a)          Obtaining any approvals
from governmental agencies that the Company determines are necessary or advisable; and 

(b)          Completion of any registration or other qualification of the Shares under
any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. 

23.7        Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been obtained. 

23.8        Investment Representations. The Committee may require any individual receiving Shares
pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares for investment and without any present intention to sell or distribute such Shares. 

23.9        Employees Based Outside of the United States. Notwithstanding any provision of this Plan to
the contrary, in order to comply with the laws in other countries in which the Company or any Subsidiaries operate or have Employees, Directors or Third-Party Service Providers, the Committee, in its sole discretion, shall have the power and
authority to: 
 (a)          Determine which Subsidiaries shall be covered by this
Plan; 
 (b)          Determine which Employees, Directors or Third-Party Service
Providers outside the United States are eligible to participate in this Plan; 

(c)          Modify the terms and conditions of any Award granted to Employees,
Directors or Third-Party Service Providers outside the United States to comply with applicable foreign laws; 
  

  
 18 








 (d)          Establish sub-plans and
modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section 23.9 by the Committee shall be
attached to this Plan document as appendices; and 
 (e)          Take any action,
before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals. 

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate applicable law. 

23.10      Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect the
transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange. 

23.11      Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any investments
that the Company or any Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other individual. To the extent that any individual acquires a right to receive payments from the Company or any Subsidiary under this Plan,
such right shall be no greater than the right of an unsecured general creditor of the Company or the Subsidiary, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company, or the Subsidiary, as the
case may be, and no special or separate fund shall be established, and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan. 

23.12      No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or any
Award. The Committee shall determine whether cash, Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. 

23.13      Retirement and Welfare Plans.  Neither Awards made under this Plan nor Shares or cash paid
pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s retirement plans (both qualified and nonqualified) or welfare
benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit. 

23.14      Deferred Compensation.  Unless otherwise indicated in the applicable Award Agreement, it is
not intended that any Award under this Plan, in form and/or operation, will constitute “deferred compensation” within the meaning of Code Section 409A and therefore, it is intended that each Award will not be subject to the
requirements applicable to deferred compensation under section 409A of the Code and the regulations thereunder. 

(a)          Awards that are not intended to constitute deferred
compensation.  With respect to an Award that is not intended to constitute deferred compensation within the meaning of Code Section 409A, (i) to the extent necessary and permitted under Code Section 409A, the Company is
authorized to amend this Plan or applicable Award Agreement or to substitute such Award with another Award of comparable economic value so that the Award as modified or substituted and/or the Plan as modified, remains exempt from the requirements
applicable to deferred compensation under Code Section 409A of the Code (ii) the Committee shall take no action otherwise permitted under the Plan or under an Award Agreement to the extent such action shall cause such Award to be treated
as deferred compensation within the meaning of Code Section 409A. The Committee, in its sole discretion, shall determine to what extent if any, this Plan or applicable Award Agreement shall be required to be so modified or substituted.
Notwithstanding any provision to the contrary, such modification or substitution shall be made without prior notice to or consent of Participants. 

(b)          Awards that constitute deferred compensation.  With
respect to an Award that constitutes deferred compensation within the meaning of Code Section 409A by form or operation (including, but not limited to, an Award referenced under paragraph (a) above that the Committee determines is a form
of deferred compensation), (i) to the extent necessary the Company is authorized to amend this Plan or applicable Award Agreement or to substitute such Award with another Award of comparable economic value so that the Award as modified or
substituted and/or the Plan as modified, complies with the requirements applicable to deferred compensation under Code Section 409A and (ii) the Committee shall take no action otherwise permitted under the Plan or under an Award Agreement
to the extent such action shall cause such Award to no longer comply with the requirements applicable to deferred compensation under Code Section 409A. The 

  
 19 








 
Committee, in its sole discretion, shall determine to what extent if any, this Plan or applicable Award Agreement shall be required to be so modified or substituted. Notwithstanding any provision
to the contrary, such modification or substitution shall be made without prior notice to or consent of Participants. 

(c)          Treatment of specified employees.  If a Participant is a
“specified employee” as defined under Code Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes
“deferred compensation” as defined under Code Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service
shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period). 

23.15      Nonexclusivity of this Plan.  The adoption of this Plan shall not be construed as creating any
limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable for any Participant. 

23.16      No Constraint on Corporate Action.  Nothing in this Plan shall be construed to:
(i) limit, impair, or otherwise affect the Company’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell or transfer all or any part of its business or assets; or, (ii) limit the right or power of the Company or a Subsidiary to take any action that such entity deems to be necessary or appropriate. 

23.17      Governing Law.  The Plan and each Award Agreement shall be governed by the laws of the State
of Maryland excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement,
recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of Maryland to resolve any and all issues that may arise out of or relate to this Plan or any related Award Agreement.

 23.18      Delivery and Execution of Electronic Documents.  To the extent permitted by applicable
law, the Company may (i) deliver by email or other electronic means (including posting on a website maintained by the Company or by a third party under contract with the Company) all documents relating to the Plan or any Award thereunder
(including without limitation, prospectuses required by the Commission) and all other documents that the Company is required to deliver to its security holders (including without limitation, annual reports and proxy statements) and (ii) permit
Participant’s to electronically execute applicable Plan documents (including, but not limited to, Award Agreements) in a manner prescribed to the Committee. 

23.19      No Representations or Warranties Regarding Tax Effect.  Notwithstanding any provision of the
Plan to the contrary, the Company, Subsidiaries, the Board and the Committee neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the
“Tax Laws”) of any Award granted or any amounts paid to any Participant under the Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties and interest under the Tax Laws. 

23.20      Indemnification.  Subject to requirements of Maryland law, each individual who is or shall
have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any
action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability
or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under
the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

23.21      Successors.  All obligations of the Company under this Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the
Company. 

  
 20