Exhibit 10.24

 

WALKER & DUNLOP, INC.

MANAGEMENT DEFERRED STOCK UNIT PURCHASE PLAN

 

DEFERRED STOCK UNIT AGREEMENT

 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants fully vested deferred stock units relating to shares of its common stock, par value $0.01 per share (the “Stock”) to the Participant named below in respect of the Participant’s election to purchase shares of Stock with the Participant’s annual incentive bonus. Additional terms and conditions of the grant are set forth on this cover sheet and in the attached Deferred Stock Unit Agreement (together, the “Agreement”) and the Company’s Management Deferred Stock Unit Purchase Plan (as amended from time to time, the “Purchase Plan”).

 

Participant Name:

 

Number of Deferred Stock Units Granted:

 

Grant Date:

 

Vesting Schedule: The Deferred Stock Units are 100% vested on the Grant Date.

 

By your signature below, you agree to all of the terms and conditions described in the Agreement and in the Purchase Plan, a copy of which will be provided on request. You acknowledge that you have carefully reviewed the Purchase Plan, and agree that the Purchase Plan will control in the event any provision of this cover sheet or Agreement should appear to be inconsistent.

 

 

	
Participant:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    	
Date:
    	
 
    
	
 
    	
(Signature)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
 
    	
 
    	
 
    


 

Attachment

 

This is not a stock certificate or a negotiable instrument.

 











 

WALKER & DUNLOP, INC.

MANAGEMENT DEFERRED STOCK UNIT PURCHASE PLAN

 

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 and in the Purchase Plan (the “Deferred Stock Units”).
    
	
 
    	
 
    	
 
    
	
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 forfeit your Deferred Stock Units.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your   Deferred Stock Units are fully vested at all times.
    
	
 
    	
 
    	
 
    
	
Delivery
    	
 
    	
Delivery   of the shares of Stock represented by your Deferred Stock Units will be made   in accordance with your deferral election under the Purchase Plan (the “Deferral Election”), which is   attached to this Agreement as Exhibit A.

 

Notwithstanding   the foregoing, the Participant may request for the issuance of the shares of   Stock underlying the Deferred Stock Units as a result of an Unforeseeable   Emergency in accordance with Section 7 of the Purchase Plan.
    
	
 
    	
 
    	
 
    
	
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 an 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 of Stock with   respect to this grant, the Company or an 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   an 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 law.
    
	
 
    	
 
    	
 
    
	
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 
    


 

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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   do not have any of the rights of 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 dividend   equivalent in 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 equivalents will 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   “clawback” or recoupment policy that requires 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.

 

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 the securities 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 will reimburse the Company the amount of any payment in settlement of the   Deferred Stock Units earned or accrued during the 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   Purchase Plan
    	
 
    	
The   text of the Purchase Plan is incorporated into this Agreement by reference.

 

Certain capitalized terms used in this Agreement are defined in the   Purchase Plan, and have the meaning set forth in the Purchase Plan.

 

This   Agreement and the Purchase Plan constitute the entire understanding between   you and the Company regarding this grant. Any prior agreements, commitments   or negotiations concerning this grant are superseded.
    
	
 
    	
 
    	
 
    
	
Data   Privacy
    	
 
    	
To   administer the Purchase Plan, the Company may process personal data about   you. Such data includes, but is not limited to, information provided in this   Agreement and any changes to such information, other appropriate 
    


 

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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 Purchase Plan. 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By   accepting this grant, 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 or the Purchase 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 Purchase Plan and this Agreement.
    
	
 
    	
 
    	
 
    
	
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 Purchase Plan 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.
    


 

By signing this Agreement, you agree to all of the terms and conditions described above and in the Purchase Plan.

 

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Exhibit A

 

[attach Deferral Election Agreement]

 

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