Form of Restricted Stock Unit Grant Notice and Standard Terms and Conditions under the Caliber Home Loans, Inc. 2020 Stock Incentive Plan (Form for Chief Executive Officer)
CALIBER HOME LOANS, INC.
2020 STOCK INCENTIVE PLAN
GRANT NOTICE FOR
RESTRICTED STOCK UNIT AWARD
FOR GOOD AND VALUABLE CONSIDERATION, Caliber Home Loans, Inc. (the Company), hereby grants to the Participant named below the number of Restricted Stock Units (the RSUs) specified below (the Award) under the Caliber Home Loans, Inc. 2020 Stock Incentive Plan (the Plan). Each RSU represents the right to receive one share of Common Stock, upon the terms and subject to the conditions set forth in this Grant Notice, the Plan and the Standard Terms and Conditions (the Standard Terms and Conditions) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meaning set forth iSn the Plan.
Name of Participant:
Number of RSUs:
By accepting this Grant Notice, Participant acknowledges that Participant has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice, the Plan and the Standard Terms and Conditions.
|CALIBER HOME LOANS, INC.|
CALIBER HOME LOANS, INC.
2020 STOCK INCENTIVE PLAN
STANDARD TERMS AND CONDITIONS FOR
RESTRICTED STOCK UNITS
These Standard Terms and Conditions apply to the Award of Restricted Stock Units granted pursuant to the Caliber Home Loans, Inc. 2020 Stock Incentive Plan (the Plan), which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions. In addition to these Terms and Conditions, the Restricted Stock Units shall be subject to the terms of the Plan, which are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
TERMS OF RESTRICTED STOCK UNITS
Caliber Home Loans, Inc. (the Company) has granted to the Participant named in the Grant Notice provided to said Participant herewith (the Grant Notice) an award of Restricted Stock Units (the Award or RSUs) specified in the Grant Notice, with each Restricted Stock Unit representing the right to receive one share of Common Stock. The Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.
VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS
(a) The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions. After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as Vested RSUs. Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as Unvested RSUs.
(b) As soon as administratively practicable following the vesting of the RSUs pursuant to the Grant Notice and this Section 2, but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of shares of Common Stock equal to the number of RSUs that vested on such date.
(c) Notwithstanding anything contained in these Standard Terms and Conditions or the Plan to the contrary and except as otherwise provided under Section 2(c), upon Participants Termination of Employment (i) by the Company without Cause, (ii) by Participant for Good Reason (as defined below), or (iii) as a result of Participants death or Disability, and subject to Participants (or Participants personal representatives) execution and nonrevocation of a general release of claims in a form provided by the Company, but which shall not release any rights to indemnification provided in Participants employment agreement or impose any additional post-
employment restrictions (a Company Release), a portion of the then Unvested RSUs shall become Vested RSUs, calculated as follows: (A) multiplying (I) the number of Restricted Stock Units subject to this Award, by (II) a fraction, the numerator of which is the number of whole months of continuous service with the Company actually completed by Participant during the vesting period set forth in the Grant Notice and the denominator of which is the total number of whole months in the vesting period set forth on the Grant Notice (which fraction shall in no event be greater than one), less (B) the number of Restricted Stock Units that have become Vested RSUs prior to the date of such Termination of Employment, if any, plus (C) one-half of the number of Unvested RSUs that remain unvested following application of the preceding clauses (A) and (B).
(d) Notwithstanding anything contained in these Standard Terms and Conditions or the Plan to the contrary, upon Participants Termination of Employment on or within 18 months following a Change in Control (i) by the Company without Cause or (ii) by Participant for Good Reason, and subject to Participants execution and nonrevocation of a Company Release, all then Unvested RSUs shall become Vested RSUs.
(e) Upon Participants Termination of Employment for any other reason not set forth in Section 2(c) or 2(d), any then Unvested RSUs held by the Participant shall be forfeited and canceled as of the date of such Termination of Employment.
(f) As used herein, Good Reason has the meaning set forth in the written employment or services agreement between Participant and the Company or an Affiliate.
RIGHTS AS STOCKHOLDER; DIVIDEND EQUIVALENTS
(a) Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs unless and until shares of Common Stock settled for such RSUs shall have been issued by the Company to Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
(b) Notwithstanding the foregoing, from and after the Grant Date and until the earlier of (i) the Participants receipt of Common Stock upon payment of RSUs and (ii) the time when the Participants right to receive Common Stock upon payment of RSUs is forfeited, on the date that the Company pays a cash dividend (if any) to holders of Common Stock generally, the Participant shall be entitled, as a Dividend Equivalent, to a number of additional whole RSUs determined by dividing (i) the product of (A) the dollar amount of the cash dividend paid per share of Common Stock on such date and (B) the total number of RSUs (including dividend equivalents paid thereon) previously credited to the Participant as of such date, by (ii) the Fair Market Value per share of Common Stock on such date. Such Dividend Equivalents (if any) shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the RSUs to which the Dividend Equivalents were credited.
RESTRICTIONS ON RESALES OF SHARES
The Company may impose such restrictions, conditions or limitations as it determines appropriate, in written documentation provided to the Participant and consistent with restrictions imposed on similarly situated participants, as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested RSUs, including (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.
To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the RSUs. The Company shall not be required to issue shares or to recognize the disposition of such shares until such obligations are satisfied.
NON-TRANSFERABILITY OF AWARD
The Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.
OTHER AGREEMENTS SUPERSEDED
The Grant Notice, these Standard Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.
LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS
Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Companys employ or service nor limit in any way the Companys right to terminate the Participants employment at any time for any reason.
(a) In the event that any provision of these Standard Terms and Conditions is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.
(b) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word including following any general statement, term or matter shall not be construed to limit such statement, term or matter to the
specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as without limitation, but not limited to, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan or these Standard Terms and Conditions.
(c) These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.
(d) These Standard Terms and Conditions shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of law.
(e) In the event of any conflict between the Grant Notice, these Standard Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any conflict between the Grant Notice and these Standard Terms and Conditions, the Grant Notice shall control.
(f) All questions arising under the Plan or under these Standard Terms and Conditions shall be decided by the Committee in its total and absolute discretion, rendered in good faith and consistent with the terms provided herein.
By executing the Grant Notice, the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted Stock Units via Company web site or other electronic delivery.