UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 9, 2012
Nationstar Mortgage Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
001-35449
(Commission File Number)
45-2156869
(I.R.S. Employer Identification No.)
350 Highland Drive
Lewisville, Texas 75067
(469) 549-2000
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Compensation Committee of the Board of Directors of Nationstar Mortgage Holdings Inc. (the Company) has approved standard forms of restricted stock grant agreements under the Companys 2012 Incentive Compensation Plan (the Plan) for grants made to employees from time to time under the Plan, which are attached hereto as Exhibits 10.1 and 10.2. Also, the Board of Directors of the Company has approved standard forms of restricted stock grant agreements for grants made to non-employee directors from time to time under the Plan, which are attached hereto as Exhibits 10.3 and 10.4.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
10.1 | Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan | |
10.2 | Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan | |
10.3 | Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan | |
10.4 | Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nationstar Mortgage Holdings Inc. | ||||
Date: November 16, 2012 |
By: | /s/ David Hisey | ||
David Hisey Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan | |
10.2 | Form of Restricted Stock Grant Agreement for Employees under the 2012 Incentive Compensation Plan | |
10.3 | Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan | |
10.4 | Form of Restricted Stock Grant Agreement for Non-Employee Directors under the 2012 Incentive Compensation Plan |
Exhibit 10.1
NATIONSTAR MORTGAGE HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
Grantee:
Grant Date:
Number of Shares:
General Vesting Schedule: 3 years on the anniversary date of [the Grant Date] / [SPECIFY DATE OF HIRE]
1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the 2012 Incentive Compensation Plan (the Plan), Nationstar Mortgage Holdings Inc. (the Company) hereby grants to Grantee an Award of shares of Common Stock of the Company (collectively, the Restricted Stock).
2. Vesting Date. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of [the Grant Date] / [SPECIFY DATE OF HIRE]; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of [the Grant Date] / [SPECIFY DATE OF HIRE]; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of [the Grant Date] / [SPECIFY DATE OF HIRE]; provided that the Grantee remains continuously employed by the Company through each such applicable vesting date. Notwithstanding the foregoing, (i) in the event that the Grantees employment ends on account of the Grantees death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date employment ends and (ii) in the event of a Change in Control, all unvested shares of Restricted Stock not previously forfeited shall vest on such Change in Control.
For purposes of this Agreement, Disability shall mean (i) Disability as defined in such Grantees written contract of Employment or engagement, if any, as may be in effect at the time of the occurrence of any acts or omissions that may constitute Disability; or (ii), in the case of any Grantee who is not party to any such written contract or whose written contract does not contain a definition of Disability, a mental or physical condition which, with or without reasonable accommodations, renders a Grantee permanently unable or incompetent to carry out the responsibilities he or she held or tasks and duties to which he or she was assigned at the time the condition was incurred, with such determination to be made by the Committee on the basis of such medical and other competent evidence as the Committee in its sole discretion shall deem relevant.
3. Dividends. Grantees unvested awards of Restricted Stock are not entitled to any dividends declared and paid by the Company on Common Stock.
4. Forfeiture. Subject to the provisions of the Plan and Section 2 of this Agreement, shares of Restricted Stock which have not become vested on the date the Grantees employment ends for any reason, shall immediately be forfeited on such date.
5. Withholding Tax. The Grantee hereby agrees that the Company shall have the right pursuant to Section 14 of the Plan to require the Grantee to remit to the Company in cash or withhold from any payment required to be made with respect to an Award, an amount sufficient to satisfy any federal, state and local withholding tax requirements that become payable in respect of the Award. The Company hereby approves any election that may be made by the Grantee pursuant to Sections 14(b) and 14(c) of the Plan, which approval is subject to revocation at any time by any duly authorized officer of the Company.
6. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board of Directors or the Committee shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
8. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock shall be final and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantees own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
Acknowledged and Accepted: |
[Grantee] |
2
Exhibit 10.2
RESTRICTED STOCK GRANT AGREEMENT
THIS AGREEMENT, made as of this [ ] day of [ ], 20[ ], (the Agreement) between NATIONSTAR MORTGAGE HOLDINGS INC. (the Company) and [ ] (the Grantee).
WHEREAS, the Company has adopted the 2012 Incentive Compensation Plan (the Plan) to promote the interests of the Company and its stockholders by providing the Companys employees, consultants and directors with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
WHEREAS, the Section 7 of the Plan provides for the grant to Participants in the Plan of Other Stock-Based Awards, including restricted stock.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of [ ] shares of Common Stock of the Company (collectively, the Restricted Stock).
2. Grant Date. The Grant Date of the Restricted Stock hereby granted is [ ], 20[ ]
3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board of Directors or the Committee shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
4. Vesting Date. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of the Grant Date; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of the Grant Date; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of the Grant Date; provided that the Grantee remains continuously employed by the Company through each such applicable vesting date. Notwithstanding the foregoing, (i) in the event that the Grantees employment ends on account of the Grantees death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date employment ends and (ii) in the event of a Change in Control, all unvested shares of Restricted Stock not previously forfeited shall vest on such Change in Control.
For purposes of this Agreement, Disability shall mean (i) Disability as defined in such Participants written contract of Employment or engagement, if any, as may be in effect at the time of the occurrence of any acts or omissions that may constitute Disability; or (ii), in the case of any Participant who is not party to any such written contract or whose written contract
does not contain a definition of Disability, a mental or physical condition which, with or without reasonable accommodations, renders a Participant permanently unable or incompetent to carry out the responsibilities he or she held or tasks and duties as an employee at the time the condition was incurred, with such determination to be made by the Committee on the basis of such medical and other competent evidence as the Committee in its sole discretion shall deem relevant.
5. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, shares of Restricted Stock which have not become vested on the date the Grantees employment ends for any reason, shall immediately be forfeited on such date.
6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.
10. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock shall be final and conclusive.
2
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantees own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
NATIONSTAR MORTGAGE HOLDINGS INC. |
By: Jay Bray |
Title: Chief Executive Officer |
Acknowledged and Accepted: |
[Participant] |
3
Exhibit 10.3
NATIONSTAR MORTGAGE HOLDINGS INC.
RESTRICTED STOCK GRANT AGREEMENT
Grantee: __________________________
Grant Date: _________________________
Number of Shares: ___________________
General Vesting Schedule: 3 years on the anniversary date of the Grant Date
1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the 2012 Incentive Compensation Plan (the Plan), Nationstar Mortgage Holdings Inc. (the Company) hereby grants to Grantee an Award of shares of Common Stock of the Company (collectively, the Restricted Stock).
2. Vesting Date. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of the Grant Date; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of the Grant Date; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of the Grant Date; provided that the Grantee remains continuously a member of the Board of the Company through each such applicable vesting date. Notwithstanding the foregoing, (i) in the event that the Grantees service as a member of the Board ends on account of the Grantees death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date service ends and (ii) in the event of a Change in Control, all unvested shares of Restricted Stock not previously forfeited shall vest on such Change in Control.
For purposes of this Agreement, Disability shall mean (i) Disability as defined in such Grantees written contract of Employment or engagement, if any, as may be in effect at the time of the occurrence of any acts or omissions that may constitute Disability; or (ii), in the case of any Grantee who is not party to any such written contract or whose written contract does not contain a definition of Disability, a mental or physical condition which, with or without reasonable accommodations, renders a Grantee permanently unable or incompetent to carry out the responsibilities he or she held or tasks and duties to which he or she was assigned at the time the condition was incurred, with such determination to be made by the Committee on the basis of such medical and other competent evidence as the Committee in its sole discretion shall deem relevant.
3. Dividends. Grantees unvested awards of Restricted Stock are not entitled to any dividends declared and paid by the Company on Common Stock.
4. Forfeiture. Subject to the provisions of the Plan and Section 2 of this Agreement, shares of Restricted Stock which have not become vested on the date the Grantees service as a member of the Board of the Company ends for any reason, shall immediately be forfeited on such date.
5. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board of Directors or the Committee shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
6. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
7. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock shall be final and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantees own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
Acknowledged and Accepted: |
[Grantee] |
Exhibit 10.4
RESTRICTED STOCK GRANT AGREEMENT
THIS AGREEMENT, made as of this [ ] day of [ ], 20[ ], (the Agreement) between NATIONSTAR MORTGAGE HOLDINGS INC. (the Company) and [ ] (the Grantee).
WHEREAS, the Company has adopted the 2012 Incentive Compensation Plan (the Plan) to promote the interests of the Company and its stockholders by providing the Companys employees, consultants and directors with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
WHEREAS, the Section 7 of the Plan provides for the grant to Participants in the Plan of Other Stock-Based Awards, including restricted stock.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:
1. Grant of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Grantee an Award of [ ] shares of Common Stock of the Company (collectively, the Restricted Stock).
2. Grant Date. The Grant Date of the Restricted Stock hereby granted is [ ], 20[ ].
3. Incorporation of the Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Board of Directors or the Committee shall govern. Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Plan.
4. Vesting Date. The Restricted Stock shall become vested as follows: 33.3% of the shares of Restricted Stock shall vest on the first anniversary of the Grant Date; 33.3% of the shares of Restricted Stock shall vest on the second anniversary of the Grant Date; and 33.4% of the shares of Restricted Stock shall vest on the third anniversary of the Grant Date; provided that the Grantee remains continuously a member of the Board of the Company through each such applicable vesting date. Notwithstanding the foregoing, (i) in the event that the Grantees service as a member of the Board ends on account of the Grantees death or Disability at any time, all unvested shares of Restricted Stock not previously forfeited shall immediately vest on such date service ends and (ii) in the event of a Change in Control, all unvested shares of Restricted Stock not previously forfeited shall vest on such Change in Control.
For purposes of this Agreement, Disability shall mean (i) Disability as defined in such Participants written contract of Employment or engagement, if any, as may be in effect at the time of the occurrence of any acts or omissions that may constitute Disability; or (ii), in the case of any Participant who is not party to any such written contract or whose written contract
does not contain a definition of Disability, a mental or physical condition which, with or without reasonable accommodations, renders a Participant permanently unable or incompetent to carry out the responsibilities he or she held or tasks and duties as a member of the Board of the Company at the time the condition was incurred, with such determination to be made by the Committee on the basis of such medical and other competent evidence as the Committee in its sole discretion shall deem relevant.
5. Forfeiture. Subject to the provisions of the Plan and Section 4 of this Agreement, shares of Restricted Stock which have not become vested on the date the Grantees service as a member of the Board of the Company ends for any reason, shall immediately be forfeited on such date.
6. Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.
7. Integration. This Agreement and the Plan contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to its subject matter.
8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.
10. Grantee Acknowledgment. The Grantee hereby acknowledges receipt of a copy of the Plan. The Grantee hereby acknowledges that all decisions, determinations and interpretations of the Board, or a Committee thereof, in respect of the Plan, this Agreement and this Award of Restricted Stock shall be final and conclusive.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer and said Grantee has hereunto signed this Agreement on the Grantees own behalf, thereby representing that the Grantee has carefully read and understands this Agreement and the Plan as of the day and year first written above.
NATIONSTAR MORTGAGE HOLDINGS INC. |
By: Jay Bray Title: Chief Executive Officer
|
Acknowledged and Accepted: |
|
[Participant] |