EX-10.8



 Exhibit 10.8 

WALKER & DUNLOP, INC. 

2015 EQUITY INCENTIVE PLAN 

MANAGEMENT DEFERRED STOCK UNIT PURCHASE MATCHING PROGRAM 

DEFERRED STOCK UNIT AGREEMENT 

COVER SHEET 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants deferred stock units (the
“Deferred Stock Units”) relating to shares of the Company’s common stock, par value $0.01 per share (the “Stock”), to the Participant named below, subject to the vesting conditions set forth below. Additional
terms and conditions of the Deferred Stock Units are set forth on this cover sheet and in the attached Deferred Stock Unit Agreement (together, the “Agreement”), in the Company’s Management Deferred Stock Unit Purchase Matching
Program (as amended from time to time, the “Matching Program”), and in the Company’s 2015 Equity Incentive Plan (as amended from time to time, the “Plan”). 

 

			
	Grant Date:		  

		
	Name of Participant:		  

		
	Last Four Digits of Participant’s Social Security Number:		  

		
	Number of Deferred Stock Units:		  

		
	Vesting Schedule:		The Deferred Stock Units shall vest in full on [●], subject to the Participant’s continued Service from the Grant Date through the vesting date. Notwithstanding the foregoing, the Deferred Stock Units are subject to
vesting acceleration in accordance with Section 4(g) of the Matching Program.

 You agree to all of the terms and conditions described in the Agreement, the Matching Program, and the
Plan, copies of which will be provided on request, unless you deliver a notice in writing within thirty (30) days of receipt of this Agreement to the Company stating that you do not accept the terms and conditions described in this Agreement,
the Matching Program, and the Plan. You acknowledge that you have carefully reviewed the Matching Program and the Plan and agree that the Matching Program and the Plan, as applicable, will control in the event any provision of this Agreement should
appear to be inconsistent. 
 Attachment 

This is not a stock certificate or a negotiable instrument. 







 WALKER & DUNLOP, INC. 

2015 EQUITY INCENTIVE PLAN 

MANAGEMENT DEFERRED STOCK UNIT PURCHASE MATCHING PROGRAM 

DEFERRED STOCK UNIT AGREEMENT 
  

			
	Deferred Stock Units		This Agreement evidences an award of Deferred Stock Units in the number set forth on the cover sheet and subject to the terms and conditions set forth in the Agreement, the Matching Program, and the Plan.
		
	Deferred Stock Unit Transferability		Your Deferred Stock Units may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Deferred Stock Units be made subject to execution, attachment,
or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your Deferred Stock Units.
		
	Vesting		Your Deferred Stock Units will vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement. Notwithstanding the foregoing, you will forfeit to the Company all of the unvested Deferred Stock Units on
the date of your termination of Service.
		
	Delivery		 Subject to Section 4(d) of the Matching Program, including without limitation any delay required by that section for “specified
employees” within the meaning of Section 409A, delivery of the shares of Stock represented by your vested Deferred Stock Units will be made in accordance with your deferral election under the Matching Program and the Company’s Management
Deferred Stock Unit Purchase Plan (the “Deferral Election”), which is attached to this Agreement as Exhibit A.
  

Notwithstanding the foregoing, the Participant may request the issuance of the shares of Stock underlying the Deferred Stock Units as a result of an
Unforeseeable Emergency in accordance with Section 5 of the Matching Program.

		
	Evidence of Issuance		The issuance of the shares of Stock with respect to the Deferred Stock Units will be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, registration, or
issuance of one or more share certificates.
		
	Withholding		In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to this grant of Deferred Stock Units, or the issuance of shares


  
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			of Stock with respect to this grant, the Company or any Affiliate will have the right to (i) require you to tender a cash payment, (ii) deduct from payments of any kind otherwise due to you, (iii) permit or require you to enter into
a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares of Stock to be delivered in
connection with the Deferred Stock Units to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iv)
withhold the delivery of vested shares of Stock otherwise deliverable under this Agreement to meet such obligations; provided that the shares of Stock so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of
tax required to be withheld by Applicable Laws.
		
	Notice and Non-Solicitation		 The following notice and non-solicitation provisions will apply to you unless you have entered into an applicable employment or other written
agreement with the Company or any Affiliate that has more restrictive notice and non-solicitation provisions (in which case, the more restrictive provisions in such employment or other written agreement will apply).

 
 You agree as a condition of the Deferred Stock Units that in the event you decide to leave
the Company or an Affiliate for any reason, you will provide the Company or the Affiliate with thirty (30) days’ prior notice of your departure (during which period, in the Company’s or its Affiliate’s sole discretion, you may be
placed on paid leave), and you will not commence employment with anyone else during that period. For a period of ninety (90) days following the termination of your Service for any reason, you will not directly or indirectly solicit any employees of
the Company or its Affiliates for employment or encourage any employee to leave the Company or any Affiliate.

		
	Retention Rights		This Agreement and the grant of Deferred Stock Units evidenced by this Agreement do not give you the right to be retained by the Company or any Affiliate in any capacity. Unless otherwise specified in an employment or other written
agreement between the Company or any Affiliate, as applicable, and you, the Company or any Affiliate, as applicable, reserves the right to terminate your Service with the Company or an Affiliate at any time and for any reason.
		
	Stockholder Rights		You have no rights as a stockholder with respect to the Deferred Stock Units unless and until the Stock relating to the Deferred Stock Units has been delivered to you. You will, however, be entitled to receive, upon the
Company’s payment of a cash dividend on outstanding Stock, a


  
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			Dividend Equivalent Right in additional Deferred Stock Units for each Deferred Stock Unit that you hold as of the record date for such dividend equal to the per-share dividend paid on the Stock. The Dividend Equivalent Rights shall
be governed by your Deferral Election.
		
	Clawback		 The Deferred Stock Units are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to
any Company or Affiliate “clawback” or recoupment policy or Applicable Laws that require the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or
requirements of such policy or Applicable Laws.
  
 If the Company is required to prepare
an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under Applicable Laws, and you are subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002 or you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall
reimburse the Company the amount of any payment in settlement of the Deferred Stock Units earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever
first occurred) of the financial document that contained such material noncompliance.

		
	Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the
substantive law of another jurisdiction.
		
	The Matching Program and the Plan		 The text of the Matching Program and the Plan is incorporated into this Agreement by reference.

 
 Certain capitalized terms used in this Agreement are defined in the Matching Program
or the Plan and have the meaning set forth in the Matching Program or the Plan, as applicable.
  

This Agreement, the Matching Program, and the Plan constitute the entire understanding between you and the Company regarding this grant. Any prior agreements,
commitments, or negotiations concerning the Deferred Stock Units are superseded.

		
	Data Privacy		To administer the Matching Program and the Plan, the Company may


  
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			process personal data about you. Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as your contact information,
payroll information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Matching Program and the Plan. By accepting the Deferred Stock Units, you give explicit consent to the Company to
process any such personal data.
		
	Disclaimer of Rights		The grant of Deferred Stock Units under this Agreement will in no way be interpreted to require the Company to transfer any amounts to a third party trustee or otherwise hold any amounts in trust or escrow for payment to you. You
will have no rights under this Agreement, the Matching Program, or the Plan other than those of a general unsecured creditor of the Company. Deferred Stock Units represent unfunded and unsecured obligations of the Company, subject to the terms and
conditions of the Matching Program, the Plan, and this Agreement.
		
	Electronic Delivery		By accepting the Deferred Stock Units, you consent to receive documents related to the Deferred Stock Units by electronic delivery and, if requested, agree to participate in the Plan and Matching Program through an on-line or
electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the
Company.
		
	Code Section 409A		The grant of Deferred Stock Units under this Agreement is intended to comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and
administered to be in compliance with Section 409A. Notwithstanding anything to the contrary in the Plan, the Matching Program, or this Agreement, neither the Company, its Affiliates, the Board, nor the Committee will have any obligation to
take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and neither the Company, its Affiliates, the Board, nor the Committee will have any liability to you for such tax or penalty. For purposes of this
grant, a termination of Service only occurs upon an event that would be a Separation from Service within the meaning of Section 409A.

 By accepting this Agreement, you agree to all of the terms and conditions described above, in the
Matching Program, and in the Plan. 

  
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 Exhibit A 

[See posted Deferral Election Agreement] 

  
 A-1