Exhibit 10.23

 

WALKER & DUNLOP, INC.

2010 EQUITY INCENTIVE PLAN

 

MANAGEMENT DEFERRED STOCK UNIT PURCHASE MATCHING PROGRAM

 

RESTRICTED STOCK UNIT AGREEMENT

 

Walker & Dunlop, Inc., a Maryland corporation (the “Company”), hereby grants restricted stock units relating to shares of its 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 grant are set forth on this cover sheet and in the attached Restricted Stock Unit Agreement (together, the “Agreement”), the Company’s Management Deferred Stock Unit Purchase Matching Program (as amended from time to time, the “Matching Program”) and the Company’s 2010 Equity Incentive Plan (as amended from time to time, the “2010 Plan”).

 

Participant Name:

 

Number of Restricted Stock Units Granted:

 

Grant Date:

 

Vesting Schedule: The Restricted Stock Units vest in full on March 15,       , subject to the Participant’s continued Service from the Grant Date through the vesting date. Notwithstanding the foregoing, the Restricted Stock Units are subject to vesting acceleration in accordance with Section 4(b) of the Matching Program.

 

By your signature below, you agree to all of the terms and conditions described in the Agreement, and in the Matching Program and the 2010 Plan, copies of which will be provided on request. You acknowledge that you have carefully reviewed the Matching Program and the 2010 Plan, and agree that the Matching Program and the 2010 Plan, as applicable, 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.

2010 EQUITY INCENTIVE PLAN

 

MANAGEMENT DEFERRED STOCK UNIT PURCHASE MATCHING PROGRAM

 

RESTRICTED STOCK UNIT AGREEMENT

 

	
Restricted   Stock Units
    	
 
    	
This   Agreement evidences an award of restricted 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 2010 Plan (the “Restricted Stock Units”).
    
	
 
    	
 
    	
 
    
	
Restricted   Stock Unit Transferability
    	
 
    	
Your   Restricted Stock Units may not be sold, assigned, transferred, pledged,   hypothecated, or otherwise encumbered, whether by operation of law or   otherwise, nor may the Restricted 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 Restricted Stock Units.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your   Restricted 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 Restricted 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 Restricted Stock Units will be made on   March 15, 2017 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.
    
	
 
    	
 
    	
 
    
	
Evidence   of Issuance
    	
 
    	
The   issuance of the shares of Stock with respect to the Restricted 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 Restricted 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 Restricted 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 
    


 

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minimum   amount of tax required to be withheld by applicable law.
    
	
 
    	
 
    	
 
    
	
Notice   and Non-Solicitation
    	
 
    	
The   following notice and non-solicitation provisions will apply to you unless you   have entered into an applicable employment 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 agreement   will apply). 

 

You   agree as a condition of this grant 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 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 90 days following the termination of your employment   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 an Affiliate.
    
	
 
    	
 
    	
 
    
	
Retention   Rights
    	
 
    	
This   Agreement and the grant of Restricted 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   do not have any of the rights of a stockholder with respect to the Restricted   Stock Units unless and until the Stock relating to the Restricted 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 restricted stock units for each Restricted 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   Restricted 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   Restricted Stock Units earned or accrued during the 12-month period following   the first public 
    


 

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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 2010 Plan
    	
 
    	
The   text of the Matching Program and the 2010 Plan is incorporated into this   Agreement by reference. 

 

Certain capitalized terms used in this Agreement are defined in the   Matching Program or the 2010 Plan, and have the meaning set forth in the   Matching Program or the 2010 Plan, as applicable. 

 

This   Agreement, the Matching Program and the 2010 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 Matching Program and the 2010 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 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 2010 Plan.

 

By   accepting this grant, you give explicit consent to the Company to process any   such personal data.
    
	
 
    	
 
    	
 
    
	
Disclaimer   of Rights
    	
 
    	
The   grant of Restricted 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   2010 Plan other than those of a general unsecured creditor of the Company.   Restricted Stock Units represent unfunded and unsecured obligations of the   Company, subject to the terms and conditions of the Matching Program, the   2010 Plan and this Agreement.
    
	
 
    	
 
    	
 
    
	
Code   Section 409A
    	
 
    	
The   grant of Restricted 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.
    


 

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By signing this Agreement, you agree to all of the terms and conditions described above, in the Matching Program and in the 2010 Plan.

 

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Exhibit A

 

[attach Deferral Election Agreement]

 

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