“(b) Annual Bonus. During each calendar year of the Employment Period, the Executive shall be eligible to earn an annual cash performance bonus with a target bonus amount equal to (i) for the 2020 calendar year, $10,000,000 and (ii) for each calendar year thereafter, 250% of the Executive’s annual Base Salary (as applicable, the “Performance Bonus”), in each case, based on attainment of certain performance criteria established by the Board or a committee thereof in consultation with the Executive. Any Performance Bonus shall be paid to the Executive in accordance with the Company’s standard practice, subject to the Executive’s continued employment with the Company through the date of actual payment, which, unless otherwise stated in Section 5, is a condition to payment hereunder.”
| 4. | Effective upon the consummation of the IPO, Section 3(c) of the Employment Agreement is hereby amended and restated in its entirety as follows: |
“(c) Annual Equity Awards. During each calendar year of the Employment Period beginning in 2021, the Executive shall be recommended for an annual equity grant with a target grant date value of $4,500,000 (each, an “Equity Award”) under the Caliber Home Loans, Inc. 2020 Stock Incentive Plan (or such successor plan as in effect from time to time, the “Stock Incentive Plan”). Each Equity Award will be subject to approval by the Board or a committee thereof and subject to the terms and conditions set forth in the Stock Incentive Plan and an award agreement issued thereunder.”
| 5. | Section 3(d) of the Employment Agreement is hereby amended and restated in its entirety as follows: |
“(d) Reserved.”
| 6. | Effective upon the consummation of the IPO, Section 5(c)(3) of the Employment Agreement is hereby amended and restated in its entirety as follows: |
“(3) pay to the Executive an amount equal one and one-half (1.5) times the sum of (A) the Base Salary and (B) the target Performance Bonus for the calendar year in which the Date of Termination occurs (provided, that if the Date of Termination occurs in 2020, the target Performance Bonus for purposes of this clause (B) shall be 250% of the Executive’s annual Base Salary), which amount shall be paid in substantially equal installments in accordance with the Company’s regular payroll practices over a period of eighteen (18) months following the Date of Termination.”
| 7. | Effective upon the consummation of the IPO, the paragraph titled Vesting under the LTIP Agreement is hereby amended and restated in its entirety as follows: |
“Vesting. As of the date hereof, this Award is vested as to 100% of the value of any Incentive Bonus that may be earned hereunder. Notwithstanding the foregoing, you shall forfeit all rights to payment hereunder immediately upon your termination of employment by Caliber for Cause.”
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