VELOCITY FINANCIAL, INC.
2019 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT AND AGREEMENT
This Restricted Stock Unit Grant and Agreement (this Agreement), is made effective as of the date (the Date of Grant) set forth on the signature page attached hereto (the Signature Page), by and between Velocity Financial, Inc., a Delaware corporation (together with its successors and assigns, the Company) and the participant identified on the Signature Page (Participant).
WHEREAS, the Company has adopted the Velocity Financial, Inc. 2019 Omnibus Incentive Plan (as it may be amended, the Plan), the terms of which Plan are incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined herein shall have the same meaning as in the Plan; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the Restricted Stock Units provided for herein to Participant pursuant to the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Grant of Restricted Stock Units.
(a) Grant. The Company hereby grants to Participant on the Date of Grant, on the terms and conditions hereinafter set forth in this Agreement, the number of Restricted Stock Units set forth on the Signature Page (the RSU Award), subject to adjustment as set forth in the Plan and this Agreement.
(b) Vesting. Subject to Participants continued service with the Company Group through the applicable vesting date, the RSU Award shall vest and become exercisable with respect to one hundred percent (100%) of the Restricted Stock Units on the first (1st) anniversary of the date specified as the Vesting Start Date on the Signature Page; provided, that if a Change in Control occurs prior to the applicable vesting date and Participant remains in continued service with the Company Group on the effective date of such Change in Control, all then-unvested Restricted Stock Units shall become fully vested immediately prior to the effective time of such Change in Control. Upon a Termination for any reason, all unvested Restricted Stock Units shall be forfeited for no consideration. Any Restricted Stock Unit which has become vested in accordance with the foregoing shall be referred to as a Vested Restricted Stock Unit, and any Restricted Stock Unit which is not a Vested Restricted Stock Unit, an Unvested Restricted Stock Unit.