Exhibit 10.8


 


FORM OF PENNYMAC MORTGAGE INVESTMENT
TRUST


 


2009 EQUITY INCENTIVE PLAN


 


RESTRICTED SHARE UNIT AWARD AGREEMENT


 


THIS RESTRICTED SHARE UNIT
AWARD AGREEMENT (the “Agreement”), dated as of
                    ,
2009 (the “Grant Date”), is made by and between PennyMac Mortgage
Investment Trust, a Maryland real estate investment trust (the “Trust”),
and
[                      ]
(the “Grantee”).


 


WHEREAS, the Trust has adopted
the PennyMac Mortgage Investment Trust 2009 Equity Incentive Plan (the “Plan”),
pursuant to which the Trust may grant awards representing the right to receive
Shares or cash after the lapse of such forfeiture restrictions as may be
determined by the Board (such rights hereinafter referred to as “Restricted
Share Units”);


 


WHEREAS, the Grantee is
providing bona fide services to the Trust on the date of this Agreement;


 


WHEREAS, the Trust desires to
grant to the Grantee the number of Restricted Share Units provided for herein;


 


NOW, THEREFORE, in
consideration of the recitals and the mutual agreements herein contained, the
parties hereto agree as follows:


 


Section 1.               Grant of Restricted Share Unit
Award


 


(a)             Grant of Restricted Share Units.  The Trust hereby grants to the Grantee
[                        ]
Restricted Share Units on the terms and conditions set forth in this Agreement
and as otherwise provided in the Plan. The Trust shall establish a book account
in the Grantee’s name with respect to the Award granted hereby.


 


(b)             Incorporation of Plan.  The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth
herein, this Agreement shall be construed in accordance with the provisions of
the Plan and any capitalized terms not otherwise defined in this Agreement
shall have the definitions set forth in the Plan. The Board shall have final
authority to interpret and construe the Plan and this Agreement and to make any
and all determinations under them, and its decision shall be binding and
conclusive upon the Grantee and [his/her legal representative][its
representatives] in respect of any questions arising under the Plan or this
Agreement.


 


Section 2.               Terms and Conditions of Award


 


The grant of Restricted Share
Units provided in Section 1(a) shall be subject to the following
terms, conditions and restrictions:


 


(a)             Restrictions.  The Restricted Share Units and any
Distribution Equivalents related thereto as provided in
Section 2(d) may not be sold, assigned, transferred, pledged,


 

















 


hypothecated or otherwise
disposed of, except by will or the laws of descent and distribution, prior to
the lapse of restrictions set forth in this Agreement applicable thereto, as
set forth in Section 2(b). The Board may in its discretion, cancel all or
any portion of any outstanding restrictions prior to the expiration of the
periods provided under Section 2(b). The period from the date of grant of
a Restricted Share Unit to the date it becomes vested and payable shall be
referred to herein as the “Restricted Period.”


 


(b)             Lapse of Restrictions.  Except as may otherwise be provided herein,
the restrictions on transfer set forth in Section 2(a) shall lapse
with respect to [Independent Trustees — one hundred percent (100%)] [other
grantees — twenty-five percent (25%)] of the Restricted Share Units granted
hereunder (and an equivalent percentage of the Distribution Equivalents
credited to the book account and such dates) on [Independent Trustees — on the
first anniversary][other grantees — each of the first four anniversaries] of
the Grant Date, so long as the Grantee is providing services to the Trust [or
an Affiliate] as of the relevant date.


 


(c)             Form of Payment.  Unless otherwise determined by the Board at
the time of payment, each Restricted Share Unit granted hereunder shall
represent the right to receive one Share upon the date on which the
restrictions applicable to such Restricted Share Unit lapse.


 


(d)             Distribution Equivalents.  The Grantee shall be entitled to the
crediting of a Distribution Equivalent to the book account as of each date (a “Distribution
Date”) on which cash distributions and/or special distributions are paid
with respect to Shares, provided that the record date with respect to such
distribution occurs within the Restricted Period. Upon the lapse of
restrictions as provided in Section 2(b), unless otherwise determined by
the Board at the time of payment such Distribution Equivalents shall be paid in
the form (whether in cash, Shares or other property) as distributions are paid
to the Trust’s shareholders and shall equal the product of (x) the number
of Restricted Share Units credited to such account on the record date for such
distribution and (y) the per Share distribution payable on such
Distribution Date.


 


(e)             Issuance of Certificate.  In the event that Shares are to be issued
upon any lapse of restrictions relating to the Restricted Share Units, the
Trust shall issue to the Grantee [or the Grantee’s personal representative] a
share certificate representing such Shares.


 


(f)              Termination of Service.


 


[Independent Trustees: In the
event that the Grantee’s service to the Trust is terminated pursuant to a
Removal for Cause, all Restricted Share Units subject to this Award Agreement
shall be immediately forfeited as of the effective date of such termination of
service. Upon termination of the Grantee’s service to the Trust for any reason
other than pursuant to a Removal for Cause, any Restricted Share Units granted
hereunder which have not become free of transfer restrictions shall as of the
effective date of such termination of service become fully vested and free of
such restrictions (including all Distribution Equivalents with respect
thereto).]


 


[Other Individual Grantees: In
the event that the Grantee’s service with the Trust and its Affiliates is
terminated prior to the lapsing of restrictions with respect to any portion of the
Restricted Share Unit Award granted hereunder, such portion of the Award held
by the Grantee shall become free of such restrictions or be forfeited as
follows:


 


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(i)            If
such termination of service is (1) because of the Grantee’s death or
permanent disability or (2) due to a termination of the Grantee’s services
by the Trust or one of its Affiliates (other than for Cause), any Restricted
Share Units granted hereunder which have not become free of transfer
restrictions shall as of the date of such termination of service become fully
vested and free of such transfer restrictions (including all Distribution
Equivalents with respect thereto); and


 


(ii)           If
such termination of service is for any reason (including without limitation a
voluntary termination of service by the Grantee) other than as provided in
clause (i) above, any Restricted Share Units granted hereunder which have
not become free of transfer restrictions shall as of the date of such
termination of service be immediately forfeited.]


 


[Entity
Grantees: (ii) Notwithstanding any other provision of this Agreement, the
Restricted Shares Units granted hereunder shall become fully vested and free of
transfer restrictions (including all Distribution Equivalents with respect
thereto) as of the date on which the Grantee’s service is terminated other than
for Cause.]


 


Restricted Share Units (including all Distribution Equivalents with
respect thereto) forfeited pursuant to this Agreement shall be transferred to,
and reacquired by, the Trust without payment of any consideration by the Trust,
and neither the Grantee nor any of the Grantee’s successors[, heirs, assigns or
personal representatives][or assigns] shall thereafter have any further rights
or interests in such Units.


 


[Individual Grantees: (g)          Income
Taxes.  The Grantee shall pay to the
Trust promptly upon request, and in any event at the time the Grantee
recognizes taxable income in respect of the Restricted Share Units, an amount
equal to the taxes the Trust determines it is required to withhold under
applicable tax laws with respect to the Restricted Share Units. Such payment
shall be made in the form of cash, Shares already owned by the Grantee, Shares
otherwise issuable upon the lapse of restrictions, or in a combination of such
methods.]


 


Section 3.               Miscellaneous


 


(a)             Notices.  Any and all notices, designations, consents,
offers, acceptances and any other communications provided for herein shall be
given in writing and shall be delivered either personally or by registered or
certified mail, postage prepaid, which shall be addressed, in the case of the
Trust to the [Secretary of the Trust] at the principal office of the Trust and,
in the case of the Grantee, to the [Grantee’s address appearing on the books of
the Trust or to the Grantee’s residence or to such other address as may be
designated in writing by the Grantee].


 


(b)             No Right to Continued Service.  Nothing in the Plan or in this Agreement
shall confer upon the Grantee any right to continue in the service of the Trust
or any subsidiary or Affiliate of the Trust or shall interfere with or restrict
in any way the right of the Trust, which is hereby expressly reserved, to
remove, terminate or discharge the Grantee at any time for any reason
whatsoever, with or without Cause.


 


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(c)             Bound by Plan.  By signing this Agreement, the Grantee
acknowledges that [he/she][its authorized representative] has received a copy
of the Plan and has had an opportunity to review the Plan and agrees to be
bound by all the terms and provisions of the Plan.


 


(d)             Successors.  The terms of this Agreement shall be binding
upon and inure to the benefit of the Trust, its successors and assigns, and of
the Grantee and [the beneficiaries, executors, administrators, heirs and
successors of the Grantee][its successors and assigns].


 


(e)             Invalid Provision.  The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.


 


(f)              Modifications.  No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.


 


(g)             Entire Agreement.  This Agreement and the Plan contain the
entire agreement and understanding of the parties hereto with respect to the
subject matter contained herein and therein and supersede all prior
communications, representations and negotiations in respect thereto.


 


(h)             Governing Law.  This Agreement and the rights of the Grantee
hereunder shall be construed and determined in accordance with the laws of the
State of Maryland without giving effect to the conflict of laws principles
thereof.


 


(i)              Headings.  The headings of the Sections hereof are
provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this
Agreement.


 


(j)              Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, this
Agreement has been executed and delivered by the parties hereto as of the
           day of
                              ,
2009.


 


	
   

  	
  PENNYMAC MORTGAGE INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  
	
   

  	
   

  
	
   

  	
  [GRANTEE]

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
  Printed Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
				



 


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