FORM OF AMENDMENT TO [AMENDED AND RESTATED] EMPLOYMENT AGREEMENT
Exhibit 10.1
This Amendment (the “Amendment”) is made as of November ___, 2005 by Redwood Trust, Inc., a
Maryland corporation (the “Company”), and the undersigned officer of the Company (the “Executive”).
WHEREAS, the Company and the Executive are parties to the [Amended and Restated] Employment
Agreement, dated as of
,
200_ (the “Agreement”); and
WHEREAS, the Company and the Executive wish to comply with the recently enacted Internal
Revenue Code Section 409A deferred compensation rules that require certain separation from service
payments to specified employees be made no earlier than the date that is six months after the date
of the employee’s separation from service.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that,
notwithstanding any provision of the Agreement to the contrary:
(a) All severance payments provided under the Agreement in connection with the termination of
the employment of the Executive shall be payable in an amount equal to 75% of such payments on the
date that is six months after the termination date, and the remaining 25% shall be payable in six
equal monthly installments beginning on the date that is seven months after the termination date
and continuing on the same date of each of the five months thereafter.
(b) All bonus payments provided under the Agreement in connection with the termination of the
employment of the Executive shall be payable on the date that is six months after the termination
date.
IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment as of the date set
forth above.
| EXECUTIVE | ||||
| Name: | ||||
| REDWOOD TRUST, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
