exv10w4






Exhibit 10.4




SUTHERLAND ASSET MANAGEMENT CORPORATION

2009 EQUITY INCENTIVE PLAN




FORM OF RESTRICTED STOCK AWARD AGREEMENT




     THIS AGREEMENT is made by and between Sutherland Asset Management Corporation, a Maryland
corporation (the “Company”) and                      (the “Grantee”), 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 Grantee is                      of a Participating Company; and



     WHEREAS, in accordance with the Plan, the [Committee] [Board] has determined that it is in the
best interests of the Company and its stockholders to grant Restricted Stock to the Grantee subject
to the terms and conditions set forth below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1. Grant of Restricted Stock.



     The Company hereby grants the Grantee       Shares of Restricted Stock of the Company, 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. To the extent
such terms or conditions conflict with any provision of the Plan, the terms and conditions set
forth herein shall govern.



     2. Restrictions and Conditions.



     The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions:




(i) Subject to clauses (iii)[,][and](iv) [,] [and] [(v)] [and (vi)] below, the
period of restriction with respect to Shares granted hereunder (the “Restriction
Period”) shall begin on the date hereof and lapse[, if and as [employment] [service]
continues] on the following schedule:



	 	 	 
	Date Restriction Lapses
	 	Number of Shares
	                     , 20     
	 	          
	                     , 20     
	 	          
	                     , 20     
	 	          







For purposes of the Plan and this Agreement, Shares with respect to which the
Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the
Restriction Period with respect to such Shares shall only lapse as to whole Shares.
Subject to the provisions



 









 






of the Plan and this Agreement, during the Restriction Period, the Grantee shall not
be permitted voluntarily or involuntarily to sell, transfer, pledge, hypothecate,
alienate, encumber or assign the Shares of Restricted Stock awarded under the Plan
(or have such Shares attached or garnished).




(ii) Except as provided in the foregoing clause (i), below in this clause (ii) or in
the Plan, the Grantee shall have, in respect of the Shares of Restricted Stock, all
of the rights of a stockholder of the Company, including the right to vote the
Shares and the right to receive any cash dividends. Shares (not subject to
restrictions) shall be delivered to the Grantee or his or her designee promptly
after, and only after, the Restriction Period shall lapse without forfeiture in
respect of such Shares of Restricted Stock.




(iii) Subject to clause[s] (iv) [,] [and] [(v)] [and (vi)] below, upon the Grantee’s
Termination of Service by the Company or its Subsidiaries for Cause or by the
Grantee for any reason other than his or her death, Retirement or Disability during
the Restriction Period, then all Shares still subject to restriction shall
thereupon, and with no further action, be forfeited by the Grantee.




(iv) In the event the Grantee has a Termination of Service on account of death,
Retirement or Disability or on account of Termination of Service by the Company for
any reason other than for Cause during the Restriction Period, the Restriction
Period will immediately lapse on all Restricted Stock granted to the Grantee.




[(v) 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 during the Restriction Period, the Restriction Period will immediately lapse
on all Restricted Stock granted to the Grantee.]




[(v)] [(vi)] Termination of Service as an employee shall not be treated as a
termination of employment for purposes of this Paragraph 2 if the Grantee 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.



     3. 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.
	 
	 	(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 Grantee, shall be delivered personally,
sent by facsimile




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	 	 	 	transmission or mailed to the Grantee 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 3(b).






	 	 	 	[(c) Without limiting the Grantee’s rights as may otherwise be applicable in the
event of a Change of Control, if the Company shall be consolidated or merged with
another corporation or other entity, the Grantee may be required to deposit with the
successor corporation the certificates for the stock or securities or the other
property that the Grantee is entitled to receive by reason of ownership of Restricted
Stock in a manner consistent with the Plan, and such stock, securities or other
property shall become subject to the restrictions and requirements imposed under the
Plan and this Agreement, and the certificates therefor or other evidence shall bear a
legend similar in form and substance to the legend set forth in the Plan.
	 
	 	 	 	Any shares or other securities distributed to the grantee with respect to Restricted
Stock or otherwise issued in substitution of Restricted Stock shall be subject to
the restrictions and requirements imposed by the Plan and this Agreement, including
depositing the certificates therefor with the Company together with a stock power
and bearing a legend as provided in the Plan.]
	 
	 	(d)	 	[(c)] The failure of the Grantee or the Company to insist upon strict
compliance with any provision of this Agreement, or to assert any right the Grantee or
the Company, respectively, may have under this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this Agreement.
	 
	 	(e)	 	[(d)] 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.
	 
	 	(f)	 	[(e)] Nothing in this Agreement shall confer on the Grantee 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 Grantee’s employment or other service at any time.
	 
	 	(g)	 	[(f)] 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 Grantee have executed this Agreement as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	SUTHERLAND ASSET MANAGEMENT
CORPORATION
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[GRANTEE]	 	 







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