Document

Exhibit 10.1

DIRECTOR RESTRICTED SHARE AWARD AGREEMENT   
THIS DIRECTOR RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made in the City  of Luxembourg,  the  Grand  Duchy  of  Luxembourg,  as  of  April 13,  2022,  by  and  between Altisource  Portfolio  Solutions  S.A.,     a   Luxembourg     public     limited     liability     company (société     anonyme), (the  “Company”), and Mary C. Hickok, a Director of the Company (the “Director”).   
WHEREAS,  the  Board  of  Directors  of  the  Company  (the  “Board”)  recommended  and  the  shareholders of  the  Company  adopted  that  certain  Altisource  Portfolio  Solutions  S.A.  2009  Equity  Incentive Plan (the “Plan”); and   
WHEREAS, the shareholders have approved a one-time grant of 500 restricted shares of common  stock,  par  value $1.00  per share,  to each new  non-management Director on the date of  his or her  initial election to the Board of Directors.   
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other  good and valuable consideration, and intending to be legally bound hereby, the parties hereto have agreed,  and do hereby agree, as follows:   


1.   GRANT OF RESTRICTED SHARES   
The Company  hereby  grants  to  the  Director,  pursuant  to  and  subject  to  the  Plan,  an  aggregate  of  500 restricted shares of common stock of the Company (“Restricted Shares”), on the terms and conditions  herein set forth (the “Award”).   


2.   VESTING OF AWARD   


A.   Generally   
The Restricted Shares will vest in four equal installments annually on the date of our annual meeting  of shareholders, with the first installment vesting on the date of the Company’s 2022 Annual Meeting  of Shareholders. Except as provided in Paragraphs B. and C. of this Section 2, the Award will not vest unless  the Director is elected at a general meeting of shareholders of the Company.   


B.   Retirement or Disability   
If service as a Director is terminated by reason of Retirement or disability prior to vesting of the entire  Award, the Award shall continue to vest on the dates set forth in Paragraph A of Section 2 above. As used  herein, “Retirement” shall mean the voluntary cessation of service as a director by a director who is 60 years  of age or older and who has served on the Board for at least three years.   


C.   Death   
If service as a Director is terminated by reason of death, any portion of the Award remaining unvested will  be forfeited. The vested portion of the Award at the time of death shall pass by will or by the applicable  laws of descent or distribution.   




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3.   METHOD OF AWARD   
A.   On the date of vesting, the Director receiving Company shares of common stock, par value $1.00  per share (“Shares”) shall pay to the Company the full amount of any required withholdings applicable  to  the  taxable  income  of  such  Director  resulting  from  the  Award  in  cash  unless  the  Compensation  Committee of the Board of Directors, in its sole discretion, shall permit such taxes to be paid in Shares. As  soon as practicable after receipt of notice that all required payments by the person receiving the Award  have been made, the Company shall deliver a certificate or certificates representing said vested Shares  to the Director receiving the Award, or cause such Shares to be delivered through electronic delivery  to the Director’s account at American Stock Transfer & Trust Company, LLC.   
B.   The Director  hereby represents  and  covenants that (a)  any  Shares  acquired upon  the vesting of  the Award will be acquired for investment and not with a view to the distribution thereof within the  meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has  been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of  any such Shares shall  be  made  either  pursuant  to  an  effective  registration  statement  under  the  Securities  Act  and  any applicable state securities laws, or pursuant to an exemption from registration  under the Securities Act and such state securities laws; and (c) if requested by the Company, the Director  shall submit a written statement,  in  a  form  satisfactory  to  the  Company,  to  the  effect  that  such  representation (x) is true and correct as of the date of acquisition of any Shares hereunder or (y) is true  and correct as of the date of any sale of any such Shares, as applicable. As a further condition precedent to  the delivery to the Director of any Shares subject to the Award, the Director shall comply with all regulations  and requirements of any regulatory authority having control of or supervision over the issuance of the  Shares and, in connection therewith, shall execute any documents which the Company shall in its sole  discretion deem necessary or advisable.   
C.   The Award is subject to the condition that if the listing, registration or qualification of the Shares subject  to  the  Award  upon  any  securities  exchange  or  under  any  law,  or  the  consent  or  approval  of  any  governmental body, or the taking of any other action is necessary or desirable as a condition of, or in  connection with, the vesting or delivery of the Shares hereunder, the Shares subject to the Award shall not  vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval  shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company  agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or  approval.   
D.   The Director authorizes Company to disclose Director’s personal data (including Director’s full name,  date of birth, tax identification number, e-mail, address, postal address and other contact information), as  well as information regarding the Award to Solium Capital LLC, American Stock Transfer & Trust Company,  LLC and other vendors, providers and third parties to facilitate the administration of the 2009 Plan and the  management of the awards granted to the Director.  


4.  TERMINATION OF AWARD   
A.  If the Director ceases to serve as a Director of the Company other than by reason of Retirement  or disability prior to vesting of the entire Award, the Award shall terminate and be cancelled for the Shares  that have not already vested on the last day of the Director’s service on the Company’s Board of Directors.   
B.   In no event shall the granting of the Award or its acceptance by the Director give or be deemed to give  the Director any right to continued service on the Board of Directors of the Company.   


5.  CONTINUED SERVICE   
The Director agrees that she will remain in the service of the Company on the Board of Directors at least  until the date of the 2022 Annual General Meeting of Shareholders and that she will, during such service,  spend  the  time  and  effort  necessary  to  properly  discharge  his/her  responsibilities.  In  the  event  of  
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the termination of the Director’s service on the Board of Directors during said period, the Award, to the  extent not theretofore vested, shall terminate.   






6.   ADJUSTMENT UPON CHANGES IN SHARES   
If there shall be any change in the Shares subject to the Award granted hereunder, through merger,  consolidation,  reorganization,  recapitalization,  stock  dividend,  stock  split  or  other  change  in  the  corporate structure, appropriate adjustments may be made by the Board of Directors of the Company  (or  if  the Company is  not  the surviving Company  in any such transaction, the Board of Directors of  the surviving Company) in the aggregate number, kind of shares and price per share subject to the Award.   


7.   OWNERSHIP OF RESTRICTED SHARES; DIVIDENDS   


A.   Ownership of Shares   
Subject to the restrictions set forth in the Plan, the Director shall possess all incidents of ownership of the  Restricted Shares granted hereunder, including, without limitation, but subject to Paragraph B of this  Section 7, the right to receive dividends with respect to such Restricted Shares (but only to the extent  declared and paid to holders of common stock by the Company in accordance with Luxembourg law),  provided, however, that any such dividends shall accrue, but only be delivered to the Director with respect  to Restricted Shares that have vested, and such dividends shall be treated, to the extent required by  applicable law, as additional compensation for tax purposes if paid on Restricted Shares. Notwithstanding  the foregoing, the Director shall have no right to vote the Restricted Shares unless and only to the extent  the Restricted Shares have vested in accordance with this Agreement.   


B.   Dividends   
Any  dividends with respect  to  Restricted  Shares (whether  such  dividends  are  paid  in  cash,  stock  or  other property) (i) shall be subject to the same restrictions (including the risk of forfeiture) as the Restricted  Shares with respect to which they are issued; (ii) shall herein be encompassed within the term “Restricted  Shares;” (iii) shall be held by the Company for the Director prior to vesting; and (iv) shall be paid or otherwise  released to the Director, without interest, following the vesting of Restricted Shares with respect to which  they were issued.   


C.   Non-Transferability of the Award   
The  Award  shall  not  be  transferable  otherwise  than  by  will  or  by  the  applicable  laws  of  descent  and distribution. More particularly (but without limiting the generality of the foregoing), the Award may  not be assigned,  transferred (except as aforesaid), pledged or hypothecated in any way (whether by  operation of law or otherwise) and shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Award contrary  to  the  provisions hereof, and the levy of any execution, attachment or similar process upon the Award,  shall be null and void and without effect.   


8.   PAYMENT OF EXPENSES AND COMPLIANCE WITH LAWS   
The Company shall reserve and keep available such number of Shares as will be sufficient to satisfy  the requirements of this Agreement, shall pay all original issue and/or transfer taxes with respect to the  issue and/or transfer of Shares pursuant hereto and all other fees and expenses necessarily incurred  by  the Company in connection therewith and will from time to time use its best efforts to comply with all  laws and regulations which, in the opinion of counsel for the Company, shall be applicable thereto.   




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9.   AMENDMENT   
In the event that the shareholders of the Company shall amend the Plan and such amendment shall modify  or otherwise affect the subject matter of this Agreement, this Agreement shall, to that extent, be deemed  to be amended by such amendment to the Plan.   


10.   CONSTRUCTION   


This Agreement shall be governed in all respects by the laws of the Grand Duchy of Luxembourg.   


11.   ENTIRE AGREEMENT   
This Agreement constitutes the entire agreement between the Company and the Director and supersedes  all other  discussions,  correspondence,  representations,  understandings  and  agreements  between  the  parties, with respect to the subject matter hereof.   


12.   HEADINGS   
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be  deemed a part hereof.   




ATTEST:                                         ALTISOURCE PORTFOLIO SOLUTIONS S.A.   






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