REDWOOD TRUST, INC.
RESTRICTED STOCK AWARD AGREEMENT
This Agreement is made as of the day of , , by and between Redwood Trust,
Inc., a Maryland corporation (the “Corporation”), and (“Purchaser”).
Pursuant to the Redwood Trust, Inc. 2002 Incentive Stock Plan the Corporation’s Compensation Committee
(the “Committee”) has determined that the Purchaser is to be granted a Restricted Stock award to purchase
shares of the Corporation’s common stock, on the terms and conditions set forth herein, and the Committee
hereby grants such award. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.
In consideration of the mutual covenants and representations set forth herein, the Corporation and Purchaser
agree as follows:
1. Purchase and Sale of Stock . Subject to the terms and conditions of this Agreement, the Corporation
hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Corporation on the Closing Date
(as herein defined), (xxxx) shares of the Corporation’s Common Stock (the “Stock”) at a price of One Cent
($0.01) per share, for an aggregate purchase price of and 00/100 Dollars ($xxx.00). The purchase
price for the Stock shall be paid in cash.
2. Closing . The purchase and sale of the Stock shall occur at a Closing to be held at such time and place (the
“Closing Date”), as designated by the Corporation by written notice to the Purchaser of at least one (1) business
day prior to the Closing Date. The Closing will take place at the principal office of the Corporation or at such
other place as shall be designated by the Corporation. At the Closing, Purchaser shall deliver to the Corporation
a check payable to the order of the Corporation in the aggregate amount of the purchase price of the Stock, and
the Corporation will issue, as promptly thereafter as practicable, a certificate representing the Stock