exv10w5






Exhibit 10.5




SUTHERLAND ASSET MANAGEMENT CORPORATION

2009 EQUITY INCENTIVE PLAN




FORM OF OPTION AWARD AGREEMENT




     THIS OPTION AWARD AGREEMENT is by and between Sutherland Asset Management Corporation, a
Maryland corporation (the “Company”) and ___(the “Optionee”), dated as of the ___day of
___, 20_.



     WHEREAS, the Company maintains the Sutherland Asset Management Corporation 2009 Equity
Incentive Plan (the “Plan”) (capitalized terms used but not defined herein shall have the
respective meanings ascribed thereto by the Plan);



     WHEREAS, the Optionee is an Eligible Person; and



     WHEREAS, the [Committee] [Board] has determined that it is in the best interests of the
Company and its stockholders to grant an Option to the Optionee subject to the terms and conditions
set forth below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Grant of Stock Option.



     The Company hereby grants the Optionee an option (the “Option”) to purchase  
shares of Common Stock, subject to the following terms and conditions and subject to the provisions
of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its
entirety.



     The Option [is not intended to be and shall not be qualified as] [is intended to be] an
“incentive stock option” under Section 422 of the Code.



     2. Option Price.



     The Option Price per Share shall be $___.



     3. Initial Exercisability.



     Subject to paragraph 5 below, the Option, to the extent that there has been no Termination of
Service and the Option has not otherwise expired or been forfeited, shall first become exercisable
as follows:



	 	 	 	 	 
	 

	 	For the Period Ending On
	 	Percent of the Grant Exercisable
	 

	 	     
	 	     
	 

	 	     
	 	     
	 

	 	     
	 	     






     4. Exercisability Upon and After Termination of Optionee.



 









 






	 	(a)	 	If the Optionee has a Termination of Service, other than by reason of death,
then no exercise of an Option may occur after the expiration of the three-month period
to follow the Termination of Service, or if earlier, the expiration of the term of the
Option as provided under paragraph 5 below; provided that, if the Optionee has a
Termination of Service by a Participating Company for Cause or by the Optionee (other
than on account of death), any Option not exercised in full prior to such termination
shall be cancelled.
	 
	 	(b)	 	In the event the Optionee has a Termination of Service on account of death [or]
[Retirement] [or Disability], the Option (whether or not otherwise exercisable) may be
exercised by the Successor of the Optionee until the earlier of (i) one year from the
date of the Termination of Service of the Optionee, or (ii) the date on which the term
of the Option expires in accordance with paragraph 5 below.
	 
	 	[(c)	 	In the event the Grantee has a Termination of Service (other than a Termination
of Service by the Company for Cause) within [12 months] following a Change of Control,
any then unvested Option shall immediately vest and become exercisable; provided that
such Option shall only be exercisable until the date on which the term of the Option
expires in accordance with paragraph 5 below.]
	 
	 	[(d)]	 	[(c)] No Option (or portion thereof) which had not become exercisable at or
before the time of Termination of Service shall ever be or become exercisable. No
provision of this paragraph 4 is intended to or shall permit the exercise of the Option
to the extent the Option was not exercisable upon Termination of Service.
	 
	 	[(e)]	 	[(d)] Termination of Service as an employee shall not be treated as a
termination of employment for purposes of this Paragraph 2 if the Optionee continues
without interruption to serve thereafter as an officer or director of the Company or in
such other capacity as determined by the Committee (or if no Committee is appointed,
the Board), and the termination of such successor service shall be treated as the
applicable termination.





     5. Term.



     Unless earlier forfeited, the Option shall, notwithstanding any other provision of this
Agreement, expire in its entirety upon the tenth [replace “tenth” with “fifth” for certain 10%
owners of the Company who are granted ISOs] anniversary of the date hereof. The Option shall also
expire and be forfeited at such earlier times and in such circumstances as otherwise provided
hereunder or under the Plan.



     6. Miscellaneous.




	 	(a)	 	THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH
COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW
YORK. The captions of this Agreement are not part of the provisions hereof and shall
have no force or effect. This Agreement may not be amended or modified except by a
written agreement executed by the parties hereto or their respective successors and
legal representatives. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of
this Agreement.




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	 	(b)	 	[for ISOs only:] [If Shares acquired upon exercise of the Option are disposed
of in a disqualifying disposition within the meaning of Section 422 of the Code by the
Optionee or, if applicable, a Successor of the Optionee, prior to the expiration of
either two years from the date of grant of the Option or one year from the transfer of
Shares to the Optionee pursuant to the exercise of the Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code, the Optionee
or the Successor of the Optionee, as applicable, shall notify the Company in writing as
soon as practicable (and in no event more than five days) thereafter of the date and
terms of such disposition and, if the Company thereupon has a tax-withholding
obligation, shall pay to the Company an amount equal to any withholding tax the Company
is required to pay as a result of the disqualifying disposition.]
	 
	 	(c)	 	[(b)] All notices hereunder shall be in writing, and if to the Company or the
Committee, shall be delivered to the Board or mailed to its principal office, addressed
to the attention of the Board; and if to the Optionee, shall be delivered personally,
sent by facsimile transmission or mailed to the Optionee at the address appearing in
the records of the Company. Such addresses may be changed at any time by written
notice to the other party given in accordance with this paragraph 6[(c)] [(b)].
	 
	 	(d)	 	[(c)] The failure of the Optionee or the Company to insist upon strict
compliance with any provision of this Agreement or the Plan, or to assert any right the
Optionee or the Company, respectively, may have under this Agreement or the Plan, shall
not be deemed to be a waiver of such provision or right or any other provision or right
of this Agreement or the Plan.
	 
	 	(e)	 	[(d)] The Optionee agrees that, at the request of the Committee, the Optionee
shall represent to the Company in writing that the Shares being acquired are acquired
for investment only and not with a view to distribution and that such Shares will be
disposed of only if registered for sale under the Securities Act or if there is an
available exemption for such disposition. The Optionee expressly understands and
agrees that, in the event of such a request, the making of such representation shall be
a condition precedent to receipt of Shares upon exercise of the Option.
	 
	 	(f)	 	[(e)] The Company shall be entitled to withhold from any payments or deemed
payments any amount of tax withholding it determines to be required by law.
	 
	 	(g)	 	[(f)] Nothing in this Agreement shall confer on the Optionee any right to
continue in the employ or other service of the Company or its Subsidiaries or interfere
in any way with the right of the Company or its Subsidiaries and its stockholders to
terminate the Optionee’s employment or other service at any time.
	 
	 	(h)	 	[(g)] This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements, written or
oral, with respect thereto.




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     IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as of the day
and year first above written.



	 	 	 	 	 	 	 
	 	 	SUTHERLAND ASSET MANAGEMENT
CORPORATION
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[OPTIONEE]	 	 







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