RESTRICTED STOCK UNIT AGREEMENT
IPO GRANTS TO NON-EMPLOYEE DIRECTORS
This Restricted Stock Unit Agreement (this Agreement), dated as of [DATE] (the Grant Date), is made between Guild Holdings Company (the Company), and [NAME] (the Participant).
The Guild Holdings Company 2020 Omnibus Incentive Plan (the Plan) (any and all capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to them in the Plan) provides for the grant of Restricted Stock Units. In consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:
1. Grant and Vesting of Restricted Stock Units.
(a) Grant of Restricted Stock Units. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant, as of the Grant Date, [NUMBER] Restricted Stock Units (the Restricted Stock Units), each with respect to one Share. The Restricted Stock Units shall vest in accordance with Section 1(b) of this Agreement.
(b) Vesting Schedule. Subject to the terms and conditions of this Agreement and the provisions of the Plan, the Restricted Stock Units shall vest (such period during which a Restricted Stock Unit is unvested, the Vesting Period with respect to such unit) on the first anniversary of the Grant Date (such anniversary, a Vesting Date), provided that the Participant has not incurred a Termination of Service prior to the Vesting Date.
(c) Termination of Service. In the event that the Participant incurs a Termination of Service during the Vesting Period for any reason, all unvested Restricted Stock Units shall be forfeited by the Participant effective immediately upon such Termination of Service and shall cease to be eligible for vesting hereunder.
(d) Change in Control. Upon the occurrence of a Change in Control that occurs during the Vesting Period, the Restricted Stock Units will vest in full.
2. Settlement of Units.
As soon as practicable after any Restricted Stock Unit has vested, the Company shall, subject to Section 6 of this Agreement, cause the Restricted Stock Units to be settled in Shares. The obligation of the Company to deliver Shares hereunder shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Participant represent that the Participant is acquiring Shares for the Participants own account, or such other representation as the Committee deems appropriate.