READY CAPITAL CORPORATION
2012 EQUITY INCENTIVE PLAN
FORM OF RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT is made by and between Ready Capital Corporation, a Maryland corporation (the “Company”), and [ ] (the “Grantee”), dated as of the [ ] day of [ ], 20[ ] (the “Agreement”).
WHEREAS, the Company maintains the Ready Capital Corporation 2012 Equity Incentive Plan (the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);
WHEREAS, in accordance with the Plan, the Company may from time to time issue awards of Restricted Stock to individuals and persons who provide services to, among others, the Company and Waterfall Asset Management, LLC (the “Manager”);
WHEREAS, the Grantee, as the Manager, an officer, director, advisor, employee or other personnel of the Company, the Subsidiaries or the Manager (or with the consent of the Board or the Compensation Committee of the Company (the “Compensation Committee”), any of the respective affiliates of the Company, the Subsidiaries, or the Manager, or any joint venture affiliate of the Company) or another person expected to provide significant services (of a type expressly approved by the Compensation Committee as covered services) to one or more of the Company, the Subsidiaries and the Manager, is an Eligible Person under the terms of the Plan; and
WHEREAS, in accordance with the Plan, the Compensation Committee has determined that it is in the best interests of the Company and its stockholders to grant Restricted Stock to the Grantee subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.Grant of restricted stock.
The Company hereby grants the Grantee [•] Shares of Restricted Stock of the Company, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. To the extent the terms or conditions in this Agreement conflict with any provision of the Plan, the terms and conditions set forth in the Plan shall govern. Where the context permits, references to the Company shall include any successor to the Company. If this Agreement is not executed and returned to the Company by the Grantee by [•], 20[•] this award will be null and void ab initio and the Grantee will have no rights hereunder.
2.Restrictions and conditions.
The Restricted Stock awarded pursuant to this Agreement and the Plan shall be subject to the following restrictions and conditions:
(i)[(A) Subject to clauses (ii), (iii) and (iv) below, the period of restriction with respect to [ ] Shares (the “Time-Based Award”) granted hereunder (the “Time-Vesting Restriction Period”)