Common use of Equity Incentive Compensation Clause in Contracts

Equity Incentive Compensation. Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.

Equity Incentive Compensation. Upon (a) On the ClosingCommencement Date, each incentive the Executive shall be granted an award in respect of (the common stock of Seller Parent (a “Seller Parent Equity Initial Award”) held by a Transferred Employee shall become vested or eligible to consisting of 43,714 shares of restricted stock under the Company’s 2013 equity incentive plan (the “Equity Incentive Plan”) and the respective award agreement (the “Award Agreement”). The restricted stock granted on the Commencement Date will vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on continued service in four (4) equal annual installments following the Commencement Date, with the final tranche vesting on the 4th anniversary of the Commencement Date. Dividends will be paid to Executive on vested and unvested shares of restricted stock if and when dividends are paid to holders of Company common stock generally. Following the Company’s 2013 Fiscal Year, the Executive shall be eligible for regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. All (x) stock option, restricted stock and other stock-settled equity-based awards granted to Executive shall provide to Executive the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (y) stock options granted to Executive shall permit the Executive to “net exercise” the stock options by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closingoption (or portion thereof that the Executive has elected to net exercise). (b) Upon the effective date of a Change in Control (as defined below), Purchaser all of the Executive’s outstanding shares of restricted stock or its Affiliates shall grant to each Transferred Employee an equity- or cashother stock-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value compensation shall vest in full and become free of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesrestrictions.

Equity Incentive Compensation. Upon (a) With respect to any restricted stock awards granted to Transferred Employees under the ClosingChesapeake Equity Incentive Plans prior to the Transfer Date, Chesapeake Management shall take such actions as may be necessary to permit each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed who has an outstanding restricted stock award under such Chesapeake Equity Incentive Plans as of the Closing Date. Effective Transfer Date to continue to vest in any such awards that are not fully vested as of the ClosingTransfer Date based on service to the General Partner, Purchaser the MLP or its Affiliates any of their Subsidiaries. Further, with respect to any options granted to Transferred Employees under the Chesapeake Equity Incentive Plans prior to the Transfer Date, Chesapeake Management shall grant take such actions as may be necessary to permit each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee to continue to exercise such options in connection accordance with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by agreements governing such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized options notwithstanding his or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s her transfer of employment to Purchaser the General Partner, the MLP or any of their Subsidiaries as of the Transfer Date; provided, however, that such transfer of employment shall not be treated as a termination of employment for purposes of applying the provisions of option agreements and the Chesapeake Equity Incentive Plans regarding exercises following a termination of employment, and such provisions shall be applied with all references to a termination of employment with Chesapeake Management and its Affiliates replaced with references to a termination of employment with the General Partner, the MLP and their Subsidiaries; provided, however, that no such option shall be exercisable beyond the earlier of the expiration of its original term or 10 years from the date of grant. Notwithstanding the foregoing, Chesapeake and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for administering the Chesapeake Equity Incentive Plans and all restricted stock awards, stock options and other equity-based awards subject to the Chesapeake Equity Incentive Plans including, without limitation, all tax withholding and reporting obligations under applicable Laws, provided, that the General Partner shall provide Chesapeake notice of any Transferred Employee’s termination of employment with the General Partner, the MLP and its Subsidiaries after the Transfer Date. (b) Notwithstanding anything to the contrary herein, to the extent that any restricted stock awards granted to Transferred Employees under the Chesapeake Equity Incentive Plans prior to the Transfer Date vest on or following the Transfer Date in accordance with the provisions of Section 4.2(a) while the Transferred Employee is employed by the General Partner, the MLP or one of its Subsidiaries (such vesting, “Post Transfer Vesting”), the General Partner shall reimburse Chesapeake for the costs and expenses associated with such vesting, calculated as set forth in this Section 4.2(b). The costs and expense calculated with respect to the vesting of each share restricted stock shall be considered Purchaser Assumed Employee Liabilitiesequal to the lesser of (i) the per share closing trading price of Chesapeake’s common stock on the date of grant or (ii) the per share closing trading price of Chesapeake’s common stock on the date of vesting, in each case, as listed by the New York Stock Exchange provided that, if the date of grant or date of vesting, as applicable, is not a trading day, the applicable per share closing trading price shall be the per share closing trading price on the trading day immediately preceding the applicable date of grant or date of vesting. On or before the forty-fifth day following the end of each month in which Post Transfer Vesting occurs, Chesapeake shall send an itemized invoice (in a form mutually agreed by Chesapeake and the General Partner) to the General Partner detailing all reimbursable costs and expenses pursuant to this Section 4.2(b). The General Partner shall, within 30 days of receipt, pay such invoice; provided, however, that in the event that any amounts invoiced are disputed by the General Partner, Chesapeake and the General Partner agree to resolve such dispute pursuant to the dispute mechanism under the Services Agreement (the “Dispute Mechanism”), as if such Services Agreement were in effect as of the date of such dispute. With respect to any disputed amounts that are determined to be owing to Chesapeake Management through the Dispute Mechanism, such amounts shall be paid within 10 days of such determination or such earlier or later time as provided in the Dispute Mechanism.

Equity Incentive Compensation. Upon PNMAC shall grant to Executive equity incentive compensation pursuant to the Closingterms of PFSI’s 2013 Equity Incentive Plan (the “EIP”) or any other equity incentive plan adopted by PNMAC or PFSI for each of the Fiscal Years during the Term of this Agreement in a form and amount determined by the Board and the Compensation Committee pursuant to an annual targeting process establishing performance targets and designating equity incentive compensation to be earned as a result of meeting those performance targets; provided, however, that the annual performance targets established for Executive and the equity incentive compensation to be earned as a result of meeting those targets shall each be set at levels and amounts at least as favorable to Executive as those for other senior executives at PNMAC. The equity incentive award compensation shall be granted at the same time as PNMAC grants equity incentive compensation to its other senior executives in respect of such Fiscal Year (but in no event later than June 30 following the common stock end of Seller Parent (a “Seller Parent Equity Award”such Fiscal Year). Any equity incentive compensation granted to Executive pursuant to this Section 5(c) held by a Transferred Employee shall become vested or eligible to vest (subject in accordance with the terms set forth in the EIP; provided however, that notwithstanding anything to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days contrary contained in the applicable vesting period elapsed as EIP or any other document, any unvested equity incentive compensation granted to Executive pursuant to this Section 5(c) shall automatically and immediately vest if any of the Closing Date. Effective following events occur: (i) Executive’s death; (ii) Executive’s Disability as defined in Section 7(a); (iii) PNMAC’s termination of Executive Other Than for Cause as described in Section 7(d) of this Agreement; (iv) Executive’s termination of this Agreement for Good Reason as that term is defined in Section 7(d) of this Agreement; or (v) the expiration of the Closing, Purchaser or its Affiliates shall grant Term pursuant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”Section 1 of this Agreement before any new agreement is reached to continue Executive’s services to PNMAC. Earnings on vested equity granted pursuant to this Section 5(c) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five considered past cash compensation (5) Business Days prior to the Closingi.e., “sweat equity”), which Make-Whole Award whereas earnings on equity that has not yet vested shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Awardbe considered current cash compensation. In the event that the post-Closing of a sale, merger, consolidation, reorganization, restructuring or transfer of assets of PNMAC or PFSI in which PNMAC or PFSI, as applicable, is not the surviving entity or in which it survives as a Delayed Transfer Employee results in subsidiary of another entity (a larger portion “Transaction”), and the shares or equity securities of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer surviving entity or parent thereof are publicly traded on a recognized stock exchange or over the counter market, the equity incentive compensation to be granted pursuant to this Section 5(c) after the date of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost Transaction shall be measured based on granted in accordance herewith in the taxable income form of securities of the Delayed Transfer Employee either realized surviving entity or would have realized had parent thereof, as applicable. To the extent that any of the terms of this Agreement governing Executive’s equity incentive compensation conflict with anything contained in the PNMAC LLC Agreement, the EIP or any other document, the terms of this Agreement control and supersede any such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiescontrary provisions.

Equity Incentive Compensation. Upon On the ClosingCommencement Date, each the Executive shall be granted an award consisting of 265,524 shares of restricted stock under the Company’s 2013 equity incentive plan (the “Equity Incentive Plan”) and the respective award agreement (the “Award Agreement”). The restricted stock granted on the Commencement Date will vest based on continued service in respect four equal annual installments following the Commencement Date, with the final tranche vesting on the 4th anniversary of the Commencement Date. Dividends will be paid to Executive on vested and unvested shares of restricted stock if and when dividends are paid to holders of Company common stock generally. Following the Company’s 2013 Fiscal Year, the Executive shall be eligible for regular annual grants of Seller Parent restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. All (a) stock option, restricted stock and other stock-settled equity-based awards granted to Executive shall provide to Executive the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (b) stock options granted to Executive shall permit the Executive to “Seller Parent Equity Award”) held net exercise” the stock options by a Transferred Employee shall become vested or eligible directing the Company to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closing, Purchaser option (or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event thereof that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment Executive has elected to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesnet exercise).

Equity Incentive Compensation. Upon During the ClosingTerm, each incentive notwithstanding anything to the contrary in any plan or award in respect agreement or other governing document of the common stock Company, all equity, equity-based and incentive awards previously granted by the Company to the Executive (including, without limitation, any equity or equity-based awards under the Company's equity incentive plans (the "Equity Incentive Plans")) and outstanding as of Seller Parent the Effective Date shall continue to vest based on the Executive's continued service as Executive Chairman in accordance with the other terms and conditions of the Company's Equity Incentive Plans and the underlying award agreements, and the transition of the Executive's position from President and Chief Executive Officer to Executive Chairman shall not constitute a Termination of Service (a “Seller Parent as defined in the Equity Award”) held by a Transferred Employee shall become vested or Incentive Plans). As of the Effective Date, the Executive became eligible to vest participate in the Company’s Equity Incentive Plan in effect at such time and, as of March 1, 2023, was granted an award based on a target value in the amount of $3,285,750 (the "Original Award Amount"), which awards shall be subject to the satisfaction vesting requirements for executives of any applicable performance goals) the Company as set forth in a prorated amountthe Long-Term Incentive Plan approved by the Board at such time. Without limiting the foregoing and in addition to the March 1, determined 2023 grant of the Original Award Amount, on or around March 1, 2024, the Executive shall be eligible to receive an award under the Company’s Equity Incentive Plan in effect at such time, based on a target value at grant in the amount of $1,647,000, which award shall be subject to the vesting requirements for executives of the Company as set forth in the Long-Term Incentive Plan approved by the Board at such time. The Executive shall be eligible for additional regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. Notwithstanding anything to the contrary in any plan or award agreement or other governing document, (a) the Executive (or the Executive's estate or beneficiaries, as applicable) shall have the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (b) the Executive (or the Executive's estate or beneficiaries, as applicable) shall be permitted to "net exercise" any stock options granted to Executive during the Term by the Company by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closingoption plus the fair market value equal to any minimum statutory tax withholding obligation (or portion thereof that the Executive has elected to net exercise).” 3. By signing below, Purchaser or its Affiliates shall grant the Executive acknowledges and agrees that the payment of his 2024 Bonus as equity, reflected in the amendment to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value Section 4.2 of the portion Agreement, above, and the reduction to his equity incentive compensation, reflected in the amendment to Section 4.5 of the Seller Parent Equity Awards forfeited by Agreement, above, do not constitute “Good Reason,” as such term is defined in Section 6.2(a) of the Transferred Employee in connection with Agreement, and the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior Executive hereby waives any claim that the amendments to the Closing)Agreement described in paragraphs 1 and 2 above constitute “Good Reason,” as such term is defined in Section 6.2(a) of the Agreement. 4. Except as expressly provided herein, which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards Agreement remain unmodified. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. This Amendment and Waiver shall be governed by the same provisions as set forth in Section 8 of the Agreement. If any part of this Amendment and Waiver is held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer a court of employment than if competent jurisdiction to be void or unenforceable, the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost remaining provisions shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiescontinue with full force and effect.

Equity Incentive Compensation. Upon (a) On the ClosingCommencement Date, each incentive the Executive shall be granted an award in respect of (the common stock of Seller Parent (a “Seller Parent Equity Initial Award”) held by a Transferred Employee shall become vested or eligible to consisting of 43,714 shares of restricted stock under the Company’s 2013 equity incentive plan (the “Equity Incentive Plan”) and the respective award agreement (the “Award Agreement”). The restricted stock granted on the Commencement Date will vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on continued service in four (4) equal annual installments following the Commencement Date, with the final tranche vesting on the 4th anniversary of the Commencement Date. Dividends will be paid to Executive on vested and unvested shares of restricted stock if and when dividends are paid to holders of Company common stock generally. Following the Company’s 2013 Fiscal Year, the Executive shall be eligible for regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. All (x) stock option, restricted stock and other stock-settled equity-based awards granted to Executive shall provide to Executive the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (y) stock options granted to Executive shall permit the Executive to “net exercise” the stock options by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closingoption (or portion thereof that the Executive has elected to net exercise). (b) Upon the effective date of a Change in Control (as defined below), Purchaser all of the Executive’s outstanding shares of restricted stock or its Affiliates shall grant to each Transferred Employee an equity- or cashother stock-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value compensation shall vest in full and become free of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesrestriction.

Equity Incentive Compensation. Upon (1) Executive shall be awarded options for an additional 100,000 Shares under the Closing1999 Equity Incentive Plan. The Committee shall determine whether the options shall be incentive stock options or nonqualified stock options or a combination thereof. Twenty percent of such options shall be deemed to have vested upon the signing of this Agreement and, subject to earlier vesting if so provided under Article V hereof, an additional 20 percent of such options shall vest on each incentive award in respect of the common next four anniversaries of the Effective Date. The term during which such options may be exercised and all other provisions of such options are set forth in the stock option grant agreement attached hereto as Exhibit A. (2) Executive shall be awarded dividend equivalent rights on a notional 50,000 Shares (the "DER Units"), which shall be subject to anti-dilution and other adjustments and related terms as are applicable to the Shares issuable under the options aforesaid and as are appropriate with respect to the DER Units in the judgment of Seller Parent (the Committee. Such rights shall require the Trust to establish a “Seller Parent Equity Award”bookkeeping account for Executive and to credit to such account an amount equal to the dividends to which Executive would have been entitled if Executive had owned the DER Units. Such amounts are to be credited on the date any such dividends are paid to the Trust's shareholders; provided, however, that Executive's bookkeeping account shall be credited with an opening balance equal to the dividends to which Executive would have been entitled if Executive had been awarded the DER Units on January 1, 1999. Twenty percent of the amounts credited to his bookkeeping account shall be deemed to have vested on the first anniversary of the Effective Date and, subject to earlier vesting if so provided under Article V hereof, an additional 20 percent of the amounts so credited shall vest on each of the next four anniversaries of the Effective Date. The vested amounts credited to his bookkeeping account shall be applied to the exercise price of the Shares issuable under options awarded pursuant to Section 4.2(b)(1) held hereof upon the exercise thereof by a Transferred Employee shall become vested or eligible to vest (the Executive subject to the satisfaction limitation that no more than 50% of the exercise price payable by Executive for any applicable performance goals) such Share shall be satisfied by the application of such vested amounts. All unapplied vested amounts in his bookkeeping account shall be paid to Executive in a prorated amountlump sum upon the earlier of (i) 90 days following the termination of his employment for any reason, determined based on or (ii) the expiration or earlier termination of the last to expire or terminate of the options aforesaid. Effective upon the exercise of all or a portion of the options aforesaid, the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closing, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount DER Units shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Makereduced for purposes of subsequent dividend equivalent credits by one-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer half of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested DER Unit for each Share issuable upon such Delayed Transfer Employee’s transfer of employment than if exercise. (3) Executive shall be awarded 25,000 restricted Shares under the employment 1999 Equity Incentive Plan. Executive shall be deemed to have become vested in 20 percent of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based restricted Shares on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer first anniversary of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilities.the

Equity Incentive Compensation. Upon PNMAC shall grant to Executive equity incentive compensation in the Closing, each incentive award in respect form of Common Units pursuant to the terms of the common stock of Seller Parent 2011 Equity Incentive Plan attached as Exhibit A2 to the PNMAC LLC Agreement (a the “Seller Parent Equity AwardEIP”) held for each of the Fiscal Years during the Term of this Agreement in an amount determined by the Board and the Compensation Committee pursuant to an annual targeting process establishing performance targets and designating equity incentive compensation to be earned as a Transferred Employee shall become vested or eligible to vest result of meeting those performance targets (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based limitations on the number discretion of days the Board and the Compensation Committee set forth in Section 5(i) below). The equity incentive compensation shall be granted at the same time as PNMAC grants equity incentive compensation to its other senior executives in respect of such Fiscal Year (but in no event later than June 30 following the end of such Fiscal Year). Any Common Units granted to Executive pursuant to this Section 5(c) shall vest in accordance with the terms set forth in the applicable vesting period elapsed as EIP; provided however, that notwithstanding anything to the contrary contained in the EIP or any other document, any unvested Common Units granted to Executive pursuant to this Section 5(c) shall automatically and immediately vest if any of the Closing Date. Effective following events occur: (i) Executive’s death; (ii) Executive’s Disability as defined in Section 7(a); (iii) PNMAC’s termination of Executive Other Than for Cause as described in Section 7(d) of this Agreement; (iv) Executive’s termination of this Agreement for Good Reason as that term is defined in Section 7(d) of this Agreement; or (v) the expiration of the ClosingTerm pursuant to Section 1 of this Agreement before any new agreement is reached to continue Executive’s services to PNMAC. Earnings on vested Common Units granted pursuant to this Section 5(c) shall be considered past cash compensation (i.e., Purchaser “sweat equity”), whereas earnings on Common Units that have not yet vested shall be considered current cash compensation. In the event of a sale, merger, consolidation, reorganization, restructuring or its Affiliates shall grant to each Transferred Employee an equity- transfer of assets of PNMAC or cash-based incentive award PFS (a “Make-Whole Award”) with a grant date fair value that is no less favorable other than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing Reorganization or the IPO Investment) in which PNMAC or PFS, as applicable, is not the surviving entity or in which it survives as a subsidiary of another entity (which forfeited amount a “Transaction”), and the shares or equity securities of the surviving entity or parent thereof are publicly traded on a recognized stock exchange or over the counter market, the equity incentive compensation to be granted pursuant to this Section 5(c) after the date of the Transaction shall be disclosed to Purchaser Parent no later than five (5) Business Days prior granted in accordance herewith in the form of securities of the surviving entity or parent thereof, as applicable. Executive’s Preemptive, Voting, Distribution, Tag-Along, Drag-Along, and Piggyback Registration rights shall be the same as those set forth in Sections 3.4, 3.5, 5.12(a), 9.7, 9.8 and 10.4 of the PNMAC LLC Agreement, respectively. Notwithstanding the foregoing, to the Closing), which Make-Whole Award shall have terms and conditions extent that are no less favorable than any of the terms of this Agreement governing Executive’s equity incentive compensation conflict with anything contained in the PNMAC LLC Agreement, the EIP or any other document, the terms of this Agreement control and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Awardsupersede any such contrary provisions. In the event that PNMAC (or any resulting or surviving entity in the post-Closing transfer event of a Delayed Transfer Employee results Transaction) elects in a larger portion the future to provide Executive with additional incentive compensation in the form of the Seller Parent Equity Awards held by options to purchase Class A Common Stock or other equity ownership, such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost options shall be measured based on fully and freely exercisable, subject only to vesting provisions, for a period of ten years from the taxable income date such options are granted, and shall be eligible for cashless exercise (including tax withholding) in all circumstances notwithstanding the Delayed Transfer Employee either realized inclusion of contrary provisions in any future document otherwise governing such options. From and after the Reorganization and the IPO, (i) (A) all references in the first, second and immediately preceding sentences in this Section 5(c) to PNMAC shall be deemed to be references to PFS, (B) all references in this Section 5(c) to Common Units shall be deemed to be references to shares of Class A Common Stock of PFS, and (C) all references in this Section 5(c) to the EIP shall be deemed to be references to the 2013 Equity Incentive Plan of PFS attached as an exhibit to the Registration Statement, as the same may be amended (or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer any successor plan of employment to Purchaser or its SubsidiariesPFS) and (ii) the sixth sentence of this Section 5(c) shall be considered Purchaser Assumed Employee Liabilitiesdeemed deleted and have no further effect.

Equity Incentive Compensation. Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”a) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closingearlier of (i) the effective date of the Company's plan of reorganization (the "Plan") and (ii) the consummation date of the Plan (such earlier date being the "Grant Date"), Purchaser or its Affiliates the Executive shall grant be granted, pursuant to each Transferred Employee stock option plans and agreements containing customary terms and conditions that are in any event acceptable to the Executive in his reasonable discretion, five year warrants (the "Executive Warrants") to purchase an equity- or cash-based incentive award aggregate of 15% of the fully diluted (a “Make-Whole Award”including, for purposes of determining such 15%, shares subject to the Executive Warrants) common stock of the reorganized Company (the "Common Stock"), together with a grant date fair value that is pro rata interest (the "Additional Executive Equity Interest"; collectively, with the Executive Warrants and, if applicable at the time of determination, any Common Stock purchased pursuant to the exercise of any Executive Warrants, the "Executive Equity Interest") in any other equity securities issued by the reorganized Company on terms no less favorable than the best terms offered to other recipients (collectively, with the Common Stock, the "Equity Securities"), and outstanding on the Grant Date (or otherwise issued pursuant to the Plan); provided, however, that such 15% shall be subject to dilution as a result of issuances on or after the Grant Date of (x) Equity Securities at fair market value for cash (for purposes of this clause (x), it is understood and agreed that any equity securities issued by the Company to purchasers of the portion of Notes (as defined in the Seller Parent Equity Awards forfeited by the Transferred Employee letter agreement dated June 25, 1997 addressed to CSI from Xxxxxxxx & Company, Inc.) in connection with the Closing (initial placement of the Notes in a transaction for which forfeited amount the Company receives total cash compensation equal to the Notes' and such other equity securities' fair market value shall be disclosed included as further diluting such 15%) and (y) employee options to Purchaser Parent no later than five purchase at fair market value on the date of grant up to that number of shares of Common Stock such that, after giving effect to all such purchases pursuant to this clause (y) the aggregate number of shares of Common Stock purchased or available for purchase in all such purchases shall constitute a maximum of 5) Business Days prior % of the total outstanding fully diluted Common Stock of the reorganized Company; provided further that, except as provided in the immediately preceding proviso, the Executive Equity Interest shall be entitled to anti-dilution protection in the Closing)event of mergers, which Make-Whole Award shall have recapitalizations, stock splits and other related events, with such protection to be on customary terms and conditions that are no less favorable than in any event acceptable to the Executive in his reasonable discretion. (b) The Executive Warrants shall vest in three separate tranches (each, a "Tranche"), with each Tranche covering one third of the Executive Warrants, and with the first Tranche (the "First Tranche") vesting on the Grant Date, the second Tranche (the "Second Tranche") vesting on the first anniversary of the Grant Date, and the third Tranche (the "Third Tranche") vesting on the third anniversary of the Grant Date, in each case provided that the Executive remains employed in the positions set forth in Section 1.3 hereof and in all other respects in accordance with and subject to the terms hereof; provided, however, that notwithstanding anything to the contrary contained herein the vesting schedule shall be subject to automatic acceleration upon (i) a Change in Control (defined below), (ii) the termination of the Executive's employment by the Company without Cause (defined below) or (iii) the termination of this Agreement by the Executive for Good Reason (defined below) in accordance with the terms hereof; provided further that the Executive Warrants shall vest in such a manner that those with the lowest exercise price vest first, those with the next lowest exercise price vest second and conditions those with the highest exercise price vest last; provided further that notwithstanding anything to the contrary contained herein, if the Executive's employment with the Company terminates or is terminated other than for Cause at any time on or after the second anniversary of the Grant Date but prior to the third anniversary of the Grant Date, vesting of the Third Tranche shall automatically accelerate and be deemed to have occurred immediately prior to such termination; provided further that vesting of any Additional Executive Equity Interests shall be in accordance with a schedule comparable to that set forth above for the Executive Warrants. (c) The strike price for the Executive Warrants shall be determined on the Grant Date; provided, however, that (i) the First Tranche of Executive Warrants shall have an exercise price which represents a recovery to the holders of general unsecured claims under the Plan (any such recovery being a "Recovery"; such holders being the "Unsecured Creditors") of 40%, (ii) the Second Tranche of Executive Warrants shall have an exercise price which represents a Recovery of 70% to the Unsecured Creditors, and (iii) the Third Tranche of Executive Warrants shall have an exercise price which represents a Recovery of 90% to the Unsecured Creditors; provided further that, notwithstanding the foregoing, if, for any consecutive ten trading days during the five year term of the Executive Warrants, the product of the average value per share of the Company's Common Stock (if the Common Stock is listed on a national securities exchange including NASDAQ, as calculated by multiplying the average per share closing price for each of such ten trading days or, if not so listed or traded, as determined pursuant to subsection (e) of this Section 2.2) times the number of outstanding shares of such Common Stock (including vesting schedule and accelerated vesting termsshares reserved for issuance at prices less than such average price but excluding any shares underlying Executive Warrants issued pursuant to this Section 2.2) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closingexceeds $200 million, then the incremental cost exercise price of such additional vesting (which cost the Executive Warrants covered by the First Tranche shall be measured based on $0 per Executive Warrant. (d) The Executive may at any time transfer the taxable income Executive Warrants and Additional Executive Equity Interests in whole or in part only to his immediate family members (subject to such transfer restrictions as may reasonably be required for purposes of compliance with applicable law); provided, however, that if at any time during the Delayed Transfer Employee either realized Employment Period the Company terminates the Executive's employment hereunder other than pursuant to Section 3.1(c), or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s if at any time the Executive terminates this Agreement pursuant to Section 3.2(b), the transfer of employment restrictions set forth above in this clause (d) prior to Purchaser or its Subsidiaries) this proviso shall no longer apply, except that any transfer shall be considered Purchaser Assumed Employee Liabilitiessubject to such transfer restrictions as may reasonably be required for purposes of compliance with applicable law. (e) For purposes of valuing (i) Common Stock pursuant to subsection (c) of this Section 2.2 if such stock is not listed on a national securities exchange (including NASDAQ) or (ii) the fair market value of the Executive Equity Interest pursuant to subsection (b) of Section 4.2, such valuations shall be determined by a nationally recognized investment banking firm mutually agreeable to the parties and paid for by the Company, using such methodologies as such firm shall determine to be appropriate. If the parties are unable to agree on an investment banking firm, each of the Company and the Executive shall nominate a nationally-recognized investment banking firm who shall then select a third nationally-recognized investment banking firm to perform the valuation. The Company and the Executive hereby agree that such firm's determination shall, absent manifest error, be final and binding.

Equity Incentive Compensation. Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the ClosingEffective Date, Purchaser or its Affiliates the Company shall grant to each Transferred Employee an equity- or cash-based cause the following equity incentive award grants to be made to the Executive either under the Amended and Restated Cxxxxxxx 2002 Stock Option and Incentive Plan (a such plan, as in effect from time to time, the “Make-Whole AwardPlan”) with a grant date fair value that is no less favorable than the value or out of authorized but unissued shares of the portion Company’s common stock, par value $.01 per share (“Company Stock”): (i) An award of 110,000 restricted shares (the Seller Parent Equity Awards forfeited by the Transferred Employee in connection “Time-Based Restricted Shares”) of Company Stock, which shares shall become fully vested upon Executive’s continuous employment with the Closing Company through and including January 11, 2008 (which forfeited amount or upon earlier termination of employment as specified herein). Such award shall otherwise be disclosed subject to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions set forth in an award agreement substantially in the form of Exhibit A hereto and, as applicable, the Plan. (including vesting schedule ii) An award of 150,000 restricted shares (the “Performance-Based Restricted Shares”) of Company Stock, which shares shall become vested based upon Executive’s continued employment and accelerated vesting terms) that were applicable the attainment of the Company Stock price and earnings per share goals described in an award agreement substantially in the form of Exhibit B hereto (or upon earlier termination of employment as specified herein). Such award shall otherwise be subject to the corresponding Seller Parent Equity Award. In terms and conditions set forth in such form of award agreement and, as applicable, the event that Plan. (iii) A ten-year nonqualified option (the post“Option”) to purchase 325,000 shares of Company Stock at a per-Closing transfer share exercise price equal to the average of the highest and lowest quoted selling prices of a Delayed Transfer Employee results share of Company Stock as reported on the New York Stock Exchange Composite Tape on the Effective Date. The Option shall vest and become exercisable in a larger portion four equal installments on each of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested first four anniversaries of the Effective Date contingent, with respect to each installment, on Executive’s continuous employment with the Company through and including each respective anniversary of the Effective Date (or upon such Delayed Transfer Employee’s transfer earlier of termination of employment than if as specified herein). The Option shall otherwise be subject to the employment terms and conditions set forth in an award agreement substantially in the form of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost Exhibit C hereto. The Company shall be measured based on under no obligation to make additional equity incentive awards to the taxable income Executive during the Delayed Transfer Employee either realized Term (whether under the Plan or would have realized had such otherwise), but beginning in 2006 the Compensation Committee of the Board will consider from time to time whether to make additional equity incentive awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesthe Executive.

Equity Incentive Compensation. (i) Upon the Closingexecution of this Agreement (the “Date of Grant”), each incentive award in respect the Company will issue to the Executive options to purchase 250,000 shares of the Company’s common stock of Seller Parent (a the “Seller Parent Equity AwardIncentive Options”) held by under the Company’s 2007 Equity Incentive Plan (the “Incentive Plan”). The Incentive Options will (1) bear an exercise price per share equal to 100% of the closing price of the underlying shares on the Date of Grant, (2) be exercisable for a Transferred Employee shall become vested or eligible to period of 7 years from the Date of Grant, (3) provide for vesting of 100,000 shares on the one year anniversary of the Date of Grant, 100,000 shares on the two year anniversary of the Date of Grant and 50,000 shares on the three year anniversary of the Date of Grant, (4) immediately vest (subject in full, to the satisfaction extent unvested, and be fully exercisable, upon any termination of Executive by the Company without cause or by Executive for Good Reason (as defined in Section 4(d) hereof), (5) be issued as incentive stock options (as such term is defined under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) to the extent permissible under applicable law and the Incentive Plan (for example, generally, the favorable tax treatment of incentive options are limited to $100,000 in any applicable performance goals) in a prorated amountone year, determined based on computed by multiplying the exercise price of an option by the number of days shares vesting in that year), (6) be subject to termination and other provisions as set forth in the applicable vesting period elapsed as Stock Option Agreement setting forth the terms of the Closing Date. Effective Incentive Options, attached hereto as of the ClosingExhibit A, Purchaser or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award and (a “Make-Whole Award”7) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall otherwise have such other terms and conditions that are no less favorable to Executive than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to stock options granted at or about the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion same time to other senior executives or directors of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer EmployeeCompany. (ii) Upon the execution of this Agreement, the Company will issue to the Executive warrants to purchase 125,000 shares of the Company’s transfer common stock (the “Warrants”). The Warrants will (1) bear an exercise price per share equal to 100% of employment than if the employment closing price of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based underlying shares on the taxable income Date of Grant, (2) be exercisable for a period of 7 years from the Delayed Transfer Employee either realized Date of Grant, (3) provide for vesting of 50,000 shares on the one year anniversary of the Date of Grant, 25,000 shares on the two year anniversary of the Date of Grant and 50,000 shares on the three year anniversary of the Date of Grant, (4) immediately vest in full, to the extent unvested, and be fully exercisable, upon any termination of Executive by the Company without cause or would have realized had such awards been settled by Executive for Good Reason and (5) be subject to termination and other provisions as set forth in the Warrant Agreement setting forth the terms of the Warrants, attached hereto as Exhibit B. (iii) The Company may at any time and from time to time in its sole discretion consider Executive for future annual or exercised upon such Delayed Transfer Employee’s transfer other grants of employment to Purchaser stock options, restricted shares or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesother forms of equity incentive compensation.

Equity Incentive Compensation. Upon (a) On the ClosingCommencement Date, each incentive the Executive shall be granted an award in respect of (the common stock of Seller Parent (a “Seller Parent Equity Initial Award”) held by a Transferred Employee shall become vested or eligible to consisting of 58,286 shares of restricted stock under the Company’s 2013 equity incentive plan (the “Equity Incentive Plan”) and the respective award agreement (the “Award Agreement”). The restricted stock granted on the Commencement Date will vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on continued service in four (4) equal annual installments following the Commencement Date, with the final tranche 4 vesting on the 4th anniversary of the Commencement Date. Dividends will be paid to Executive on vested and unvested shares of restricted stock if and when dividends are paid to holders of Company common stock generally. Following the Company’s 2013 Fiscal Year, the Executive shall be eligible for regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. All (x) stock option, restricted stock and other stock-settled equity-based awards granted to Executive shall provide to Executive the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (y) stock options granted to Executive shall permit the Executive to “net exercise” the stock options by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closingoption (or portion thereof that the Executive has elected to net exercise). (b) Upon the effective date of a Change in Control (as defined below), Purchaser all of the Executive’s outstanding shares of restricted stock or its Affiliates shall grant to each Transferred Employee an equity- or cashother stock-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value compensation shall vest in full and become free of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesrestrictions.

Equity Incentive Compensation. Upon the Closing, each incentive award in respect of the common stock of Seller Parent (a “Seller Parent Equity Award”a) held by a Transferred Employee shall become vested or eligible to vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on the number of days in the applicable vesting period elapsed as of the Closing Date. Effective as of the Closingdate hereof, Purchaser Executive shall receive 424,371 shares of restricted common stock of the Parent (the “Restricted Common Stock”) under the Parent’s equity compensation plan (the “Parent Equity Plan”), which shall be issued as set forth in an award document pursuant to the Parent Equity Plan. The Restricted Common Stock shall vest as follows: 60% on December 31, 2012, and 40% on December 31, 2013. Except as otherwise specifically provided in this Agreement, all unvested Restricted Common Stock shall be forfeited by the Executive if the Executive is not providing services to the Company or its Affiliates affiliates at any time on or prior to December 31, 2013; provided, however, that if Executive’s services with the Company ends pursuant to Section 5.2(b) hereof prior to January 1, 2013, the unvested Restricted Common Stock shall grant be immediately forfeited and IFMI shall issue to each Transferred Employee an equity- Executive the number of units in IFMI equal to the number of shares of Restricted Common Stock at such time (the “IFMI Units”); provided, further, that if Executive’s services arrangement with the Company hereunder ends pursuant to Section 5.2(b) hereof on or cash-based incentive award after January 1, 2013, any remaining unvested Restricted Common Stock shall be immediately vested. Notwithstanding anything to the contrary herein or in IFMI’s Amended and Restated Limited Liability Company Agreement, as may be amended from time to time (a the “Make-Whole AwardOperating Agreement”), Executive shall not, prior to January 1, 2013, exercise his right pursuant to Section 12.2(a) with a grant date fair value that is no less favorable than the value of the Operating Agreement to require IFMI to redeem all or a portion of the Seller IFMI Units (the “Redemption Right”). As of the date hereof, the Exchange Ratio (as defined in the Operating Agreement) for determining the number of shares of Parent common stock that Executive may receive in exchange for the IFMI Units in connection with an exercise of the Redemption Right is 1.0. The Exchange Ratio is subject to adjustment upon the occurrence of certain events as set forth in the Operating Agreement. IFMI and Parent shall not amend the Operating Agreement to alter the Exchange Ratio or amend Section 12.2 of the Operating Agreement, in each case in a manner that has an adverse effect on Executive. Executive shall not make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to the unvested Restricted Common Stock; in the event that Executive does make such election, the unvested Restricted Common Stock shall be forfeited immediately and the award in Section 3.5(a) shall be deemed null and void ab initio. (b) Effective as of the date hereof, Executive shall receive a number of restricted profit and equity units of the Company that will equal 2.5% of the outstanding Units (the “Restricted Units”) under the Company’s equity compensation plan (the “Company Equity Awards Plan”), which shall be issued as set forth in an award document pursuant to the Company Equity Plan. The Restricted Units shall vest 40% on December 31, 2012, 20% on December 31, 2013, 20% on December 31, 2014 and 20% on December 31, 2015. Except as otherwise specifically provided in this Agreement, all unvested Restricted Units shall be forfeited by the Transferred Employee in connection Executive if the Executive is not providing services to the Company or its affiliates pursuant to this Agreement at any time on or prior to December 31, 2015; provided, however, that if Executive’s services with the Closing (which forfeited amount Company end pursuant to Section 5.2(b) hereof, any remaining unvested Restricted Units shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesimmediately vested.

Equity Incentive Compensation. Upon (a) On the ClosingCommencement Date, each incentive the Executive shall be granted an award in respect of (the common stock of Seller Parent (a “Seller Parent Equity Initial Award”) held by a Transferred Employee shall become vested or eligible to consisting of 58,286 shares of restricted stock under the Company’s 2013 equity incentive plan (the “Equity Incentive Plan”) and the respective award agreement (the “Award Agreement”). The restricted stock granted on the Commencement Date will vest (subject to the satisfaction of any applicable performance goals) in a prorated amount, determined based on continued service in four (4) equal annual installments following the Commencement Date, with the final tranche vesting on the 4th anniversary of the Commencement Date. Dividends will be paid to Executive on vested and unvested shares of restricted stock if and when dividends are paid to holders of Company common stock generally. Following the Company’s 2013 Fiscal Year, the Executive shall be eligible for regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. All (x) stock option, restricted stock and other stock-settled equity-based awards granted to Executive shall provide to Executive the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a fair market value equal to such minimum statutory tax withholding obligation and (y) stock options granted to Executive shall permit the Executive to “net exercise” the stock options by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closingoption (or portion thereof that the Executive has elected to net exercise). (b) Upon the effective date of a Change in Control (as defined below), Purchaser all of the Executive’s outstanding shares of restricted stock or its Affiliates shall grant to each Transferred Employee an equity- or cashother stock-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value compensation shall vest in full and become free of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesrestrictions.

Equity Incentive Compensation. Upon During the ClosingTerm, each incentive notwithstanding anything to the contrary in any plan or award in respect agreement or other governing document of the common stock Company, all equity, equity-based and incentive awards previously granted by the Company to the Executive (including, without limitation, any equity or equity-based awards under the Company's equity incentive plans (the "Equity Incentive Plans")) and outstanding as of Seller Parent the Effective Date shall continue to vest based on the Executive's continued service as Executive Chairman in accordance with the other terms and conditions of the Company's Equity Incentive Plans and the underlying award agreements, and the transition of the Executive's position from President and Chief Executive Officer to Executive Chairman shall not constitute a Termination of Service (a “Seller Parent as defined in the Equity Award”) held by a Transferred Employee Incentive Plans). On each of the Effective Date and on or around March 1, 2024, the Executive shall become vested or be eligible to vest (participate in the Company’s Equity Incentive Plan in effect at such time, based on a target value in the amount of $3,285,750 per year, which awards shall be subject to the satisfaction vesting requirements for executives of the Company as set forth in the Long-Term Incentive Plan approved by the Board at such time. The Executive shall be eligible for additional regular annual grants of restricted stock, stock options or other awards under the Equity Incentive Plan on such terms and in such amounts (if any) as may be determined by the Compensation Committee in its sole discretion. Notwithstanding anything to the contrary in any applicable performance goalsplan or award agreement or other governing document, (a) in the Executive (or the Executive's estate or beneficiaries, as applicable) shall have the right to direct the Company or an affiliate to satisfy the minimum statutory tax withholding obligations arising with respect to such awards by withholding from the shares that would otherwise be delivered such number of shares having a prorated amountfair market value equal to such minimum statutory tax withholding obligation and (b) the Executive (or the Executive's estate or beneficiaries, determined based on as applicable) shall be permitted to "net exercise" any stock options granted to Executive during the Term by the Company by directing the Company to withhold from the number of days in shares that would otherwise be issued upon exercise of the applicable vesting period elapsed stock option such number of shares having a fair market value as of the Closing Date. Effective as date of exercise equal to the exercise price of the Closing, Purchaser option plus the fair market value equal to any minimum statutory tax withholding obligation (or its Affiliates shall grant to each Transferred Employee an equity- or cash-based incentive award (a “Make-Whole Award”) with a grant date fair value that is no less favorable than the value of the portion of the Seller Parent Equity Awards forfeited by the Transferred Employee in connection with the Closing (which forfeited amount shall be disclosed to Purchaser Parent no later than five (5) Business Days prior to the Closing), which Make-Whole Award shall have terms and conditions that are no less favorable than the terms and conditions (including vesting schedule and accelerated vesting terms) that were applicable to the corresponding Seller Parent Equity Award. In the event thereof that the post-Closing transfer of a Delayed Transfer Employee results in a larger portion of the Seller Parent Equity Awards held by such Delayed Transfer Employee becoming vested upon such Delayed Transfer Employee’s transfer of employment than if the employment of such Delayed Transfer Employee had transferred upon the Closing, then the incremental cost of such additional vesting (which cost shall be measured based on the taxable income the Delayed Transfer Employee either realized or would have realized had such awards been settled or exercised upon such Delayed Transfer Employee’s transfer of employment Executive has elected to Purchaser or its Subsidiaries) shall be considered Purchaser Assumed Employee Liabilitiesnet exercise).