Maximum Award. Anything in these Award Terms to the contrary notwithstanding, the Final Award shall be reduced to the extent necessary to reflect that the value of the Final Award may not exceed four times the Target Share, valued as of the Grant Date.

In furtherance of the purpose of this Plan and consistent with the expectations of Participants in their day-to-day job duties, to be considered for a discretionary incentive under this Plan, the Participant is expected to meet the following Award Qualifiers:

Unless otherwise provided by an authorized Administrator, an Employee who experiences one of the following events during the Performance Period shall have his/her Award under this Plan automatically adjusted as follows:

Award Agreements. Each Award Agreement shall either be # in writing in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or # an electronic notice in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee consistent with the provisions of the Plan.

Initial Award. Each individual who first becomes an Outside Director following the effective date of the Registration Statement (the “Registration Date”) and following the first annual meeting of the Company’s stockholders (an “Annual Meeting”) following the Registration Date will automatically be granted an Award (the “Initial Award”), which grant will be effective on the date on which such individual first becomes an Outside Director, whether through election by the stockholders of the Company or appointment by the Board to fill a vacancy. The Initial Award will have a Value (as defined below) of $175,000 multiplied by a fraction # the numerator of which is # 12 minus # the number of full months between the date of the last Annual Meeting and the date the Outside Director becomes a member of the Board and # the denominator of which is 12 (with the result rounded down to the nearest whole Share). For example, if nine months have lapsed between the last Annual Meeting and the Outside Director’s start date, his or her Initial Award will have a Value of $43,750. The Initial Award will be comprised solely of Restricted Stock Units.

The Participant’s manager is responsible for determining whether the Participant has met the Award qualifiers and other terms of the Plan, prior to providing an Award recommendation. The Award recommendation should be primarily based on the performance of the Participant (including but not limited to risk performance) and in consideration of the performance of the line of business and the Company.

Retention Award. Subject to the terms of this Agreement, Executive will receive a one-time retention award of restricted stock with a grant date fair value of $1,900,000 (the “Retention Award”), which will vest and become unrestricted 20% per year on each of the first through the fifth anniversaries of the Closing, subject to Executive’s continued employment with the Company through each applicable vesting date, unless earlier vested upon a qualifying termination event provided for in [Sections 5.2, 5.3, or 5.4]4]4]. Executive acknowledges and agrees that the Retention Award will be granted in lieu of any cash severance amounts that Executive would have been entitled to receive upon any qualifying termination of employment under that certain Change in Control Agreement entered into by and between Executive and Flagstar effective as of August 1, 2020 (the “Flagstar Change in Control Agreement”), and any other severance plans or programs of Flagstar or the Company, and Executive hereby expressly waives all rights to any payments and/or benefits under the Flagstar Change in Control Agreement, and any other such plans or programs. For the avoidance of doubt, the Executive will not be eligible for, and will not receive, any payments or benefits under any otherwise applicable severance plans or programs of, the Company unless expressly provided for following the date of the Closing or as otherwise mutually agreed between the Parties.

Award Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event the employment (or other Service Relationship) of the grantee terminates.

Award Agreements. All Options granted pursuant to this Article shall be evidenced by a written Award Agreement in such form and containing such terms and conditions as the Committee shall determine which are not inconsistent with the provisions of the Plan. Such Award Agreement shall be exempt from the requirements of Code Section 409A. The terms of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Article may hold more than one Option granted pursuant to the Plan at the same time.

Award Agreements. The terms of any Restricted Stock Award or Restricted Stock Unit Award granted under the Plan shall be set forth in a written Award Agreement which shall contain provisions determined by the Committee and not inconsistent with the Plan. Such Award Agreement shall either comply with, or be exempt from, the requirements of Code Section 409A. The terms of Restricted Stock Awards and Restricted Stock Unit Awards need not be the same with respect to each Participant.