EXHIBIT 10.16
2002 REDWOOD TRUST, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. ESTABLISHMENT OF PLAN.
Redwood Trust, Inc., a Maryland corporation (the "Company"), proposes to
grant options ("Options") for purchase of the Company's common stock, $0.01 per
share par value ("Common Stock"), to eligible employees of the Company and its
Designated Subsidiaries (as hereinafter defined) pursuant to this Employee Stock
Purchase Plan (this "Plan"). For purposes of this Plan, "parent corporation" and
"subsidiary" shall have the same meanings as "parent corporation" and
"subsidiary corporation" set forth in Sections 424 (e) and 424 (f),
respectively, of the Internal Revenue Code of 1986, as amended (the "Code"). The
Company intends this Plan to qualify as an "employee stock purchase plan" under
Section 423 of the Code (including any amendments or successor provisions to
such Section), and the provisions of this Plan shall be construed as reasonably
necessary in order to effectuate such intent. Any term not expressly defined in
this Plan but defined for purposes of Section 423 of the Code shall have the
same definition herein.
2. STOCK SUBJECT TO PLAN.
A total of 100,000 shares of the Common Stock is reserved for issuance
under this Plan. Such number shall be subject to adjustments affected in
accordance with Section 16 of this Plan. Any shares of Common Stock that have
been made subject to an Option that cease to be subject to the Option (other
than by means of exercise of the Option), including, without limitation, in
connection with the cancellation or termination of an Option, shall again be
available for issuance in connection with future grants of Options under this
Plan.
3. PURPOSE.
The purpose of this Plan is to provide employees of the Company and its
designated subsidiaries, as that term is defined in Section 5 of this Plan
("Designated Subsidiaries"), with a convenient means of acquiring an equity
interest in the Company through payroll deductions, to enhance such employees'
sense of participation in the affairs of the Company and its Designated
Subsidiaries, to provide an incentive for continued employment with the Company
and its Designated Subsidiaries, to provide an additional form of tax-advantaged
compensation for employees, and to provide a performance incentive that will
inure to the benefit of all of the Company's stockholders.
4. ADMINISTRATION.
This Plan shall be administered by a committee (the "Committee")
appointed by the Company's Board of Directors (the "Board") consisting of at
least two members of the Board, each of whom is a "non-employee director" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (unless the General Counsel of the Company shall have rendered a
written opinion to the Board that such composition of the Committee is not
required for the exemption under Rule 16b-3 to be available with respect to
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purchases of Common Stock under the Plan), which shall be the Compensation
Committee of the Board if it satisfies such requirements. Subject to the
provisions of this Plan and the limitations of Section 423 of the Code or any
successor provision in the Code, the Committee shall have exclusive authority,
in its discretion, to determine all matters relating to Options granted under
this Plan, including all terms, conditions, restrictions, and limitations of
Options; provided, however, that all participants granted Options under an
offering pursuant to this Plan shall have the same rights and privileges within
the meaning of Code Section 423 (b) (5) except as required by applicable law.
The Committee shall also have exclusive authority to interpret this Plan and may
from time to time adopt rules and regulations of general application for this
Plan's administration. The Committee's exercise of discretion and interpretation
of this Plan, its rules and regulations, and all actions taken and
determinations made by the Committee pursuant to this Plan shall be conclusive
and binding on all parties involved or affected. The Committee may delegate
administrative duties to the Plan Financial Agent (defined in Section 12) or
such of the Company's officers or employees as it so determines (provided that
no such delegation may be made that would cause the purchase of Common Stock by
participants under this Plan to cease to be exempt from Section 16 (b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). All expenses
incurred in connection with the administration of this Plan shall be paid by the
Company and the Designated Subsidiaries; provided, however, that the Committee
may require a participant to pay any costs or fees in connection with the sale
by the participant of shares of Common Stock acquired under this Plan or in
connection with the participant's request for the issuance of a certificate for
shares of Common Stock held in the participant's account under the Plan.
5. ELIGIBILITY.
Any employee of the Company or the Designated Subsidiaries is eligible
to participate in the Plan for any Offering Period (as hereinafter defined)
under this Plan except the following:
(a) employees who have not been continuously employed by the Company or
Subsidiaries from the date of hire or rehire or of return from an unapproved
leave of absence for a period of at least three months before the beginning of
such Offering Period;
(b) employees who are customarily employed for less than 20 hours per
week;
(c) employees who are customarily employed for not more than five months
in a calendar year; and
(d) employees who, together with any other person whose stock would be
attributed to such employee pursuant to Section 424 (d) of the Code, own stock
or hold options to purchase stock possessing five percent or more of the total
combined voting power or value of all classes of stock of the Company or any of
its Subsidiaries or who, as a result of being granted Options under this Plan,
would own stock or hold options to purchase stock possessing five percent or
more of the total combined voting power or value of all classes of stock of the
Company or any of its Subsidiaries.
For all purposes of this Plan, the term Designated Subsidiaries shall
mean those Subsidiaries listed on Annex A to this Plan or Subsidiaries which may
hereafter be determined by the Committee or the Board to be Designated
Subsidiaries. A Designated Subsidiary will
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cease to be a Designated Subsidiary on the earlier of (i) the date the Committee
or the Board determines that such Subsidiary is no longer a Designated
Subsidiary or (ii) such Designated Subsidiary ceases for any reason to be a
"parent corporation" or "subsidiary corporation" as defined in Sections 424 (e)
and 424 (f), respectively, of the Code.
6. EFFECTIVE DATE; OFFERING AND PURCHASE PERIODS.
The effective date of this Plan shall be July 1, 2002 (the "Effective
Date"). The offering periods of this Plan (individually, an "Offering Period")
shall consist of periods determined as described below not to exceed the maximum
period permitted by Section 423 of the Code. Until determined otherwise by the
Committee or the Board, (a) Offering Periods shall commence on each January 1
and continue for twelve months, provided, however, that the first Offering
Period shall begin on July 1, 2002 and continue for six months and the initial
Offering Period for any newly eligible employee that becomes a participant
during an otherwise ongoing Offering Period shall be deemed to begin on the
first day of the first Purchase Period after eligibility, and (b) each Offering
Period shall consist of one or more purchase periods (individually, a "Purchase
Period") during which payroll deductions of the participants are accumulated
under this Plan. Until otherwise determined by the Committee or the Board, each
Purchase Period shall be a three-month period commencing on each January 1,
April 1, July 1, and October 1, provided, however, that the first Purchase
Period shall commence with the first Offering Period on July 1, 2002. The first
day of each Offering Period is referred to as the "Offering Date". The last day
of each Purchase Period is referred to as the "Purchase Date". Subject to the
requirements of Section 423 of the Code, the Committee or the Board shall have
the power to change the duration of Offering Periods or Purchase Periods with
respect to future offerings if such change is announced at least 30 days prior
to the first day of the first Offering Period or Purchase Period to be affected
by such change.
7. PARTICIPATION IN THIS PLAN.
Eligible employees may become participants in an Offering Period under
this Plan as of the Purchase Period first commencing after satisfying the
eligibility requirements by delivering an enrollment form provided by the
Company to the Secretary of the Company or such other officer as he or she may
designate from time to time ("Redwood Plan Administrator") not later than the
15th day of the month (or if such day is not a business day for the Company or
the applicable Subsidiary, on the immediately preceding business day) before
commencement of such Purchase Period unless a later time for filing the
enrollment form authorizing payroll deductions is set by the Committee for all
eligible employees with respect to a given Purchase Period. Notwithstanding the
foregoing, for the initial Offering Period, commencing on the effective date,
the time for filing an enrollment form and commencing participation for
employees who satisfy the eligibility requirements as of the effective date
shall be determined by the Committee and communicated to such employees. Once an
employee becomes a participant in the Plan, such employee will automatically
participate in all Purchase Periods commencing after satisfying the eligibility
and enrollment requirements as set forth in the first sentence or second
sentence of this section unless the employee withdraws from this Plan or
terminates further participation in the Offering Period as set forth in Sections
13 and 14 below. Such participant is not required to file any additional
enrollment forms in order to continue participation in this Plan.
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8. GRANT OF OPTION ON ENROLLMENT.
Enrollment by an eligible employee in this Plan with respect to an
Offering Period will constitute the grant by the Company to such employee as of
the relevant Offering Date of an Option to purchase on each relevant Purchase
Date up to that number of whole shares of Common Stock of the Company,
determined by dividing (a) the amount accumulated in such employee's payroll
deduction account during the Purchase Period ending on such Purchase Date by (b)
the Purchase Price as that term is defined in Section 9; provided, however, that
the number of shares which may be purchased pursuant to an Option may in no
event exceed (i) the number determined by dividing the amount of $6,250 by the
fair market value (as defined in Section 9) of a share of Common Stock on the
Offering Date, or (ii) such other maximum number of shares as may be specified
in the future by the Board or Committee in lieu of the limitation contained in
clause (i).
9. PURCHASE PRICE.
The purchase price per share (the "Purchase Price") at which a share of
Common Stock will be sold on any Purchase Date shall initially be the LOWER of
(a) 85 percent of the fair market value of such share on the first day of the
Offering Period in which such Purchase Date occurs or (b) 85 percent of the fair
market value of such share on the Purchase Date.
For purposes of this Plan, the term "fair market value" of the Common
Stock on any date shall be the closing price on such date of the Common Stock
reported on the New York Stock Exchange or any national securities exchange on
which the Common Stock is listed. If there is no reported closing price of the
Common Stock on such date, then the "fair market value" shall be measured on the
next preceding trading day for which such reported closing price is available.
If there is no regular trading market for the Common Stock, the fair market
value of the Common Stock shall be as determined by the Committee in its sole
discretion, exercised in good faith. The Committee may change the manner in
which the Purchase Price is determined with respect to future Offering Periods
or Purchase Periods (provided such determination does not have the effect of
lowering the Purchase Price to an amount less than that which would be computed
utilizing the method for determining the Purchase Price set forth in the first
paragraph of this Section 9) if such changed manner of computation applied to
all eligible employees and is announced at least 30 days prior to the first day
of the first Offering Period or Purchase Period to be affected by such change.
10. PURCHASE OF SHARES; CHANGES IN PAYROLL DEDUCTIONS;
ISSUANCE OF SHARES.
(a) Funds contributed by each participant for the purchase of shares
under this Plan shall be accumulated by regular payroll deductions made during
each Offering Period. The deductions shall be made in $50 increments as selected
by the Participant up to a maximum of not more than 15 percent of the
participant's Compensation. As used herein, "Compensation" shall mean all base
salary, wages, cash bonuses, commissions, current-pay dividend equivalent rights
("DERs"), and overtime; provided, however, that, for purposes of determining a
participant's Compensation, any election by such participant to reduce his or
her regular cash remuneration under Sections 125 or 401(k) of the Code shall be
treated as if the participant did not make such election. "Compensation" does
not include severance pay, hiring and relocation
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allowances, pay in lieu of vacation, automobile allowances, imputed income
arising under any Company group insurance or benefit program, income received in
connection with stock options or other stock-based awards (other than
current-pay DERs), or any other special items of remuneration. Payroll
deductions shall commence on the first payday following the Offering Date and
shall continue through the last payday of the Offering Period unless sooner
altered or terminated as provided in this Plan.
(b) A participant may lower (but not increase) the rate of payroll
deductions during a Purchase Period by filing with the Redwood Plan
Administrator a new authorization for payroll deductions, in which case the new
rate shall become effective for the next payroll period commencing more than 15
days after the Redwood Plan Administrator's receipt of the authorization and
shall continue for the remainder of the Offering Period unless changed as
described below. Such change in the rate of payroll deductions may be made at
any time during a Purchase Period, but not more than one change may be made
effective during any Purchase Period. Notwithstanding the foregoing, a
participant may lower the rate of payroll deductions to zero for the remainder
of the Purchase Period. A participant may increase or decrease the rate of
payroll deductions for any subsequent Purchase Period by filing with the Redwood
Plan Administrator a new authorization for payroll deductions not later than the
15th day of the month (or if such date is not a business day, the immediately
preceding business day) before the beginning of such Purchase Period. A
participant who has decreased the rate of withholding to zero will be deemed to
continue as a participant in the Plan until the participant withdraws from the
Plan in accordance with the provisions of Section 13. A participant shall have
the right to withdraw from this Plan in the manner set forth in Section 13
regardless of whether the participant has exercised his or her right to lower
the rate at which payroll deductions are made during an Offering Period.
(c) All payroll deductions made for a participant will be credited to
his or her account under this Plan and deposited with the general funds of the
Company. No interest will accrue on payroll deductions. All payroll deductions
received or held by the Company may be used by the Company for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions.
(d) On each Purchase Date, provided that the participant has not
terminated employment in accordance with Section 14 or has not submitted to the
Redwood Plan Administrator a signed and completed withdrawal form, in either
case on or before the 15th day (or if such date is not a business day, on the
immediately preceding business day) of the last month of the Purchase Period in
accordance with Section 10(b) or Section 13 of this Plan, or the Plan has not
been terminated prior to the date referred to in the foregoing clause, the
Company shall apply the funds then in the participant's account to the purchase
at the Purchase Price of whole share(s) of Common Stock issuable under the
Option deemed granted to such participant with respect to the Offering Period to
the extent that such Option is exercisable on the Purchase Date; provided that
in no event shall an Option be deemed exercised (by applying funds to a
purchase) after the expiration of 27 months from the date such Option was deemed
granted under Section 8 hereof. Subject to Section 11, any funds remaining in
the participant's account will be applied to the following Purchase Period. No
fractional shares will be purchased.
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(e) During a participant's lifetime, such participant's Option to
purchase shares hereunder is exercisable only by him or her. The participant
will have no interest or voting right in shares covered by his or her Option
until such Option has been exercised.
11. LIMITATIONS ON RIGHT TO PURCHASE.
(a) No employee shall be granted an Option to purchase Common Stock
under this Plan at a rate which, when aggregated with his or her rights to
purchase stock under all other employee stock purchase plans of the Company or
any Subsidiary which is intended to meet the requirements of Code Section 423,
exceeds $25,000 in fair market value, determined as of the applicable date of
the grant of the Option, for each calendar year in which the employee
participates in this Plan (or any other employee stock purchase plan described
in this Section 11 (a)).
(b) The number of shares which may be purchased by any employee on a
Purchase Date may not exceed the number of shares determined by dividing the sum
of $6,250 by the fair market value (as defined in Section 9) of a share of
Common Stock on the first day of the Offering Period in which such Purchase Date
occurs or, in the event the Committee or Board may specify a different
limitation to be applied in lieu of the foregoing limitation, then the number of
shares which may be purchased by any employee on a Purchase Date may not exceed
such other limitation.
(c) If the number of shares to be purchased on a Purchase Date by all
employees participating in this Plan exceeds the number of shares then available
for issuance under this Plan, then the Company will make a pro rata allocation
of the remaining shares in as uniform a manner as shall be reasonably
practicable and as the Committee shall determine to be equitable. In such event,
the Company shall give written notice of such reduction of the number of shares
to be purchased under a participant's Option to each participant affected
thereby.
(d) Any payroll deductions accumulated in a participant's account which
are not used to purchase stock due to the limitations in this Section 11 shall
be returned to the participant as soon as practicable after the end of the
applicable Purchase Period without interest.
12. EVIDENCE OF STOCK OWNERSHIP.
(a) Promptly following each Purchase Date, the number of full shares of
Common Stock purchased by each participant shall be deposited into an account
established in the participant's name at a stock brokerage or other financial
services firm designated or approved by the Committee (the "Plan Financial
Agent"). A participant shall be free to undertake a disposition (whether by way
of sale, gift, or other transfer) of the shares in his or her account at any
time, subject to the Company's Insider Trading Policy and applicable securities
law rules and regulations, but, in the absence of such a disposition, the shares
must remain in the participant's account at the Plan Financial Agent until the
holding period set forth in Code Section 423 (a) has been satisfied. With
respect to full shares for which the Code Section 423(a) holding period has been
satisfied, the participant may move those shares to another brokerage account of
the participant's choosing or request that a stock certificate for full shares
be issued and delivered to him or her.
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(b) Following termination of a participant's employment for any reason,
the participant shall have a period of 60 days to notify the Plan Financial
Agent whether such participant desires (i) to receive a certificate representing
all full shares then in the participant's account with the Plan Financial Agent
and any cash being held for future purchases or (ii) to sell the shares in the
participant's account through the Plan Financial Agent. If the terminated
participant fails to file such notice with the Plan Financial Agent within 60
days after termination, he or she shall be deemed to have elected the
alternative set forth in clause (i) above, provided that the Plan Financial
Agent will continue to hold the terminated participant's certificates, on his or
her behalf, in an account no longer subject to this Plan, until otherwise
directed by such participant or determined by the Plan Financial Agent. However,
the participant shall not in any event receive a certificate representing shares
with respect to which the Code Section 423 (a) holding period has not been
satisfied until such holding period has been satisfied.
13. WITHDRAWAL.
(a) Each participant may withdraw from an Offering Period under this
Plan by signing and delivering to the Redwood Plan Administrator a written
notice to that effect on a form provided for such purpose. Such withdrawal may
be elected at any time on or prior to the 15th day of the last month (or if such
date is not a business day, the immediately preceding business day) of a
Purchase Period.
(b) Upon withdrawal from this Plan, the accumulated payroll deductions
of the participant not theretofore utilized for the purchase of shares of Common
Stock on a Purchase Date shall be returned to the withdrawn participant, without
interest, and his or her participation in this Plan shall terminate. In the
event a participant voluntarily elects to withdraw from this Plan, he or she may
not resume his or her participation in this Plan during the same Offering Period
unless otherwise determined by the Committee, but he or she may participate in
any subsequent Offering Period by filing a new authorization for payroll
deductions in the same manner as set forth above for initial participation in
this Plan.
14. TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE.
Termination of a participant's employment for any reason, including
retirement, death, or the failure of a participant to remain an eligible
employee, immediately terminates his or her participation in this Plan. In such
event, except as provided in Section 15, the payroll deductions credited to the
participant's account will be returned to him or her or, in the case of his or
her death, to his or her beneficiary or heirs, without interest. For purposes of
this Section 14, an employee will not be deemed to have terminated employment or
failed to remain in the continuous employ of the Company in the case of any
leave of absence permitted by applicable law or otherwise approved by the
Committee.
15. RETURN OF PAYROLL DEDUCTIONS.
In the event a participant's interest in this Plan is terminated by
withdrawal, termination of employment, or otherwise, or in the event this Plan
is terminated by the Board, the Company shall promptly deliver to the
participant all contributions of the participant to the Plan which have not yet
been applied to the purchase of stock unless such termination of participation
occurs later than the 15th day of the final month of any Purchase Period (or if
such date is not a business
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day, on the preceding business day), in which event such contributions will be
utilized to purchase Common Stock for the participant. No interest shall accrue
on the payroll deductions of a participant in this Plan.
16. CAPITAL CHANGES.
In the event that at any time or from time to time a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares of Common Stock or any securities
exchanged therefor or received in their place being exchanged for a different
number or class of securities of the Company or of any other corporation or (b)
new, different, or additional securities of the Company or of any other
corporation being received by the holders of shares of Common Stock, then the
Committee, in its sole discretion, shall make such equitable adjustments as it
shall deem appropriate in the circumstances in the maximum number and kind of
shares of stock subject to this Plan as set forth in Sections 1 and 2, the
number and kind of shares subject to outstanding Options, and the Purchase
Price. The determination by the Committee as to the terms of any of the
foregoing adjustments shall be conclusive and binding.
17. NONASSIGNABILITY.
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an Option or to receive shares under this
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in
Section 24 hereof) by the participant. Any such attempt at assignment, transfer,
pledge, or other disposition shall be void and without effect.
18. REPORTS AND STATUS OF ACCOUNTS.
Individual accounts will be maintained by the Plan Financial Agent for
each participant in this Plan. The participant shall have all ownership rights
with respect to shares of Common Stock held in his or her account by the Plan
Financial Agent, including the right to vote such shares and to receive any
dividends or distributions which may be declared thereon by the Board. The Plan
Financial Agent shall send to each participant promptly after the end of each
Purchase Period a report of his or her account setting forth the total of shares
purchased, the total number of shares then held in his or her account, and the
market value per share. Neither the Company nor any Designated Subsidiary shall
have any liability for any error or discrepancy in any such report.
19. NO RIGHTS TO CONTINUED EMPLOYMENT; NO IMPLIED RIGHTS.
Neither this Plan nor the grant of any Option hereunder shall confer any
right on any employee to remain in the employ of the Company or any Subsidiary
or restrict the right of the Company or any Subsidiary to terminate such
employee's employment. The grant of any Option hereunder during any Offering
Period shall not give a participant any right to similar grants thereafter.
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20. EQUAL RIGHTS AND PRIVILEGES.
All eligible employees shall have equal rights and privileges with
respect to this Plan except as required by applicable law so that this Plan
qualifies as an "employee stock purchase plan" within the meaning of Section 423
or any successor provision of the Code and the related regulations. Any
provision of this Plan which is inconsistent with Section 423 or any successor
provision of the Code shall, without further act or amendment by the Company,
the Board, or the Committee, be reformed to comply with the requirements of
Section 423. This Section 20 shall take precedence over all other provisions in
this Plan.
21. NOTICES.
All notices or other communications by a participant to the Company
under or in connection with this Plan shall be deemed to have been duly given
when received in the form specified by the Company at the location, or by the
person, designated by the Company for the receipt thereof.
22. AMENDMENT OF PLAN.
This Plan may be amended by the stockholders of the Company. The Board
may also amend this Plan in such respects as it shall deem advisable; however,
stockholder approval will be required for any amendment that will increase the
total number of shares as to which Options may be granted under this Plan, or,
but for such shareholder approval, cause this Plan to fail to continue to
qualify as an "employee stock purchase plan" under Section 423 of the Code or
cause the purchase of shares thereunder to fail to be exempt from the provisions
of Section 16 (b) of the Exchange Act.
23. TERMINATION OF THE PLAN.
The Company's stockholders or the Board may suspend or terminate this
Plan at any time. Unless this Plan shall theretofore have been terminated by the
Company's stockholders or the Board, this Plan shall remain in full force and
effect until all shares reserved under Section 2 have been purchased pursuant to
the terms hereof.
24. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who is
to receive any shares and cash, if any, from the participant's account under
this Plan in the event of such participant's death prior to delivery to him or
her (or to the Plan Financial Agent on his or her behalf) of such shares and
cash.
(b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under this Plan who is living at
the time of such participant's death, the Company shall deliver such shares or
cash to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares or cash to the
spouse or to any one or more dependents or relatives of the participant or, if
no spouse, dependent, or relative
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is known to the Company, to such other person as the Company may in good faith
determine to be the appropriate designee.
25. CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON
SALE OF SHARES.
Shares shall not be issued with respect to an Option unless the exercise
of such Option and the issuance and delivery of such shares pursuant thereto
shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of the New York Stock Exchange or any stock exchange upon which the
shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
26. WITHHOLDING.
The Committee shall have the right to make such provisions as it deems
appropriate to satisfy any obligation of the Company to withhold federal, state,
or local income or other taxes incurred by reason of the operation of the Plan.
27. GOVERNING LAW.
Except to the extent that provisions of this Plan are governed by
applicable provisions of the Code or any other substantive provision of federal
law, this Plan shall be construed in accordance with, and shall be governed by,
the substantive laws of the State of California without regard to any provisions
of California law relating to the conflict of laws.
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ANNEX A
LIST OF SUBSIDIARIES
Sequoia Mortgage Funding Corporation
RWT Holdings, Inc.
Redwood Commercial Funding, Inc.
Redwood Residential Funding, Inc.
Redwood Financial Services, Inc.
Sequoia Residential Funding, Inc.
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