Common use of Annual Incentive Awards Clause in Contracts

Annual Incentive Awards. Executive shall be eligible to participate in and receive annual cash incentive awards pursuant to the terms of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program (the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more or less than the target amount, as determined by the Board or a committee thereof, pursuant to the terms of the Dynex Incentive Plan, but not more than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(C) below. For the sake of clarity, Executive’s annual cash incentive award opportunity for the 2023 fiscal year under the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3.

Annual Incentive Awards. During the Term of Employment, the Executive shall be eligible to participate earn an Annual Bonus in respect of each calendar year occurring during the Term of Employment pursuant to the two Executive Incentive Plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans), provided that the target Annual Bonus percentage under the Bonus Plans for each calendar year occurring during the Term of Employment shall be equal to at least fifty percent (50%) of the amount of Base Salary the Executive actually earned in the year in respect of which the Annual Bonus, if any, is payable. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and receive annual cash incentive awards as pursuant to the terms of the Dynex CapitalBonus Plans; and provided, Inc. Annual Cash Incentive Plan or further, that the Company acknowledges that any successor plan or annual bonus program (established as described herein will include an opportunity for the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two Executive to earn one hundred percent (200100%) of the Executive’s Base Salary, based upon the achievement of certain performance goals, and that the maximum amount Company may, but shall not be obligated to, provide an opportunity for the Executive to earn more than 100% of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base SalarySalary as an Annual Bonus. The actual amount Notwithstanding the foregoing, the Executive shall be entitled to the following: (a) the Executive shall receive an Annual Bonus equal to $100,000 in respect of Executive’s annual cash incentive awardthe balance of calendar year 2003 (the “2003 Bonus”) and (b) with respect to calendar year 2004, if any, may be more or less than the target amount, as determined by the Board or a committee thereof, Executive shall earn an Annual Bonus pursuant to the terms of the Dynex Incentive Plan, but not more than the maximum amount. For each fiscal year during the Employment PeriodBonus Plans, the Company’s management team amount of which shall recommend proposed performance targets under be at least equal to $450,000 (such minimum bonus amount, the Dynex Incentive Plan to “2004 Bonus”). Notwithstanding the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance yearforegoing, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(C) belowSection 9 of this Agreement, in the event that the Term of Employment is scheduled to terminate prior to December 31 of any given calendar year, the Executive shall only be eligible to earn a pro rata portion of his Annual Bonus amount, based on the number of days during such calendar year in which the Executive is employed hereunder. For All bonuses payable under this Section 5 shall be paid at the sake of clarity, Executive’s same time as annual cash incentive award opportunity for bonuses are paid to other senior corporate executives of the 2023 fiscal year under Company pursuant to the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3applicable Bonus Plans.

Annual Incentive Awards. a. For each calendar year (other than calendar year 2023) during his employment, Executive will have the opportunity to earn an annual incentive award under the Company’s “Executive annual incentive plan” (sometimes referred to as the “Executive annual bonus plan”) applicable to senior executives generally, with Executive’s annual incentive target opportunity amount (and range of potential payouts, if any) for each calendar year (other than calendar year 2023) to be set by the Company and to be dependent upon the extent to which performance targets established by the Company are or are not achieved for such year. Any annual incentive award that is earned by Executive will be payable consistent with the Company’s regular payroll practices applicable to annual incentive awards for senior executives generally. The Company expects that Executive’s annual incentive award opportunity for calendar year 2024 may include performance targets tied to revenue and new business generation. Except as otherwise provided herein or determined by the Company, payment of any otherwise earned annual incentive award will be conditioned on Executive’s continued employment through the date that annual incentive awards are paid to senior executives generally with respect to the applicable year. b. For calendar year 2023, Executive will have the opportunity to earn an annual incentive award under the Company’s previously established “Executive annual incentive plan” (sometimes, as noted above, referred to as the “Executive annual bonus plan”) applicable to senior executives generally for calendar year 2023, but with the amount of amount of any payment on account thereof to be pro-rated and computed as follows: first, the target amount (prior to the following proration) shall be eligible equal to participate in and receive annual cash incentive awards pursuant to the terms 50% of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program Base Salary (and with the actual award amount (the “Dynex Incentive Plannominal amount”). The minimum , if any and prior to the following proration, ranging from 0 to 200% of the target amount of Executive’s amount, depending upon the extent to which performance targets previously established by the Company under the annual cash incentive award plan for any fiscal calendar year during the Employment Period, including the full 2023 fiscal year, shall be are or are not less than two hundred percent (200%) of Executive’s Base Salaryachieved, and with the maximum amount of weightings among such performance targets applied in the same manner for Executive’s annual cash incentive award for any fiscal year during ); and second, the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive awardpayment amount, if any, may shall be more or less than pro-rated to equal the target amount, as determined by the Board or a committee thereof, pursuant to the terms product of the Dynex Incentive Plannominal amount multiplied by a fraction the numerator of which is the number of days from and including the Effective Date to and including December 31, but not more than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year, 2023 and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end denominator of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(C) below. For the sake of clarity, Executive’s annual cash incentive award opportunity for the 2023 fiscal year under the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3is three hundred sixty-five (365).

Annual Incentive Awards. Executive shall be eligible to participate in and receive annual cash incentive awards pursuant to the terms of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program (the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%1) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more or less than the target amount, As soon as determined by the Board or a committee thereof, pursuant to the terms of the Dynex Incentive Plan, but not more than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by practical following the end of the fiscal year immediately prior Fiscal Year, the Committee will certify performance achieved against the performance criteria established at the beginning of the Fiscal Year. The performance criteria shall be determined in the discretion of the Committee considering all factors relevant to the applicable performance yearmanagement of the Corporation, provided that an Award under this Section that is intended to qualify for the Performance-Based Exception shall satisfy the Performance Measures and the Company’s management team requirements of Section 162(m) of the Internal Revenue Code. (2) The Committee, in its sole discretion, may reduce or eliminate any Award otherwise earned based on an assessment of individual performance, but in no event may any such reduction result in an increase of the Award. The Committee shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final amount of any such reduction by taking into account such factors as it deems relevant including, without limitation: (a) performance targets against other financial or strategic objectives; (b) its subjective assessment of the Participant’s overall performance for the year; and (c) prevailing levels of total compensation among similar companies. (3) Performance criteria for Annual Incentive Awards will not be increased or decreased within a Fiscal Year except for extraordinary circumstances approved by the Committee. (4) Payment of an Annual Incentive Award will be made in cash to the Participant as soon as practicable after an Annual Incentive Award determination has been made by the Committee. A Participant who is not an Employee at the end of a Fiscal Year will not be entitled to an Award for that Fiscal Year unless the Committee determines otherwise. (5) The Committee may permit the deferral of any Award and may permit payment on deferrals to be made subject to rules and procedures it may establish; provided that in the case of any Nonqualified Stock Option, the Committee may permit a feature that provides for the deferral of compensation, including, but not limited to, a feature that allows a holder of a Nonqualified Stock Option to elect deferred delivery of profit shares, only with respect to any Nonqualified Stock Option that was earned and vested on December 31, 2004, determined pursuant to and in accordance with Code Section 409A, as defined in Section XXII. These rules may include provisions crediting interest on deferred cash accounts. (6) The Committee shall set the performance criteria for each year’s Annual Incentive Awards no later than the first month 90 days of the applicable performance year. Any annual cash incentive award Fiscal Year. (7) It shall be paid after presumed unless the end of Committee determines to the fiscal year contrary, that all Awards to which it relates, at Employees under this Section are intended to qualify for Performance-Based Exception. If the same time and under Committee does not intend an Award to qualify for the same terms and conditions Performance-Based Exception the Committee shall reflect its intent in its records in such manner as the annual cash incentive awards for other executives of the Company and subject Committee determines to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(C) belowbe appropriate. For the sake purpose of claritycomplying with the Performance-Based Exception rules of Section 162(m) of the Internal Revenue Code, Executive’s annual cash incentive award opportunity for the 2023 fiscal year maximum Award under this Section of the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3to any one Employee during any one Fiscal Year shall not exceed $4,000,000.

Annual Incentive Awards. The Executive shall be eligible to participate in earn a target Annual Bonus for 2014 and receive annual cash incentive awards pursuant 2015 (each, an “Annual Bonus”) equal to the terms 150% of the Dynex CapitalExecutive’s Base Salary for such fiscal year, Inc. Annual Cash Incentive Plan or any successor plan or program if the Company achieves the target performance goals established by the Compensation Committee (the “Dynex Incentive PlanCommittee”)) for such fiscal year. The minimum Committee may establish such metrics whereby the Executive may earn an Annual Bonus in excess of the target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more Annual Bonus or an Annual Bonus less than the target amountAnnual Bonus. For 2016, in the event that the Executive’s Base Salary is subject to adjustment as provided in Section IV(a)(ii)(y) hereof, the Executive shall be eligible to earn a target Annual Bonus for 2016 that is no less than one-half of the target Annual Bonus that the Executive was eligible to earn for 2015. In the event that the Executive’s Base Salary is paid as provided in Section IV(a)(ii)(x) hereof, the Executive shall not be eligible to earn an Annual Bonus for 2016, unless otherwise determined by the Board or a committee thereofCommittee in its sole discretion. Notwithstanding the foregoing, to the extent required for any Annual Bonus to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the maximum amount that may become payable to the Executive in respect of any Annual Bonus shall be established by the Committee at the beginning of the fiscal year as required by Section 162(m) of the Code and the Committee shall be precluded from increasing the amount of compensation payable under such bonus thereafter for such fiscal year (but the Committee may have the discretion to decrease the amount of compensation payable). Nothing herein shall be construed to limit the authority of the Committee to pay the Executive additional bonus compensation that is not intended to be “performance-based compensation” under Section 162(m) of the Code. Any Annual Bonus that becomes payable to the Executive pursuant to this Section shall be paid to the terms Executive as soon as reasonably practicable following receipt by the Board of the Dynex Incentive Planaudited consolidated financial statements of the Company for the relevant fiscal year, but not more in no event later than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by two and one-half (2 1/2) months following the end of the applicable fiscal year immediately prior in which such Annual Bonus was earned. The Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump sum cash payment, or, at his election, in any form that the applicable performance year, and Board generally makes available to the Company’s executive management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets team; provided that any such election is made by the end Executive in compliance with Section 409A of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(CCode (“Section 409A”) and 7(d)(ii)(C) below. For the sake of clarity, Executive’s annual cash incentive award opportunity for the 2023 fiscal year under the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3regulations promulgated thereunder.

Annual Incentive Awards. (a) For each calendar year (other than calendar year 2023) during his employment, Executive will have the opportunity to earn an annual incentive award under the Company’s “Executive annual incentive plan” (sometimes referred to as the “Executive annual bonus plan”) applicable to senior executives generally, with Executive’s annual incentive target opportunity amount (and range of potential payouts, if any) for each calendar year to be set by the Company and to be dependent upon the extent to which performance targets established by the Company are or are not achieved for such year. Any annual incentive award that is earned by Executive will be payable consistent with the Company’s regular payroll practices applicable to annual incentive awards for senior executives generally. Except as otherwise provided herein or determined by the Company, payment of any otherwise earned annual incentive award will be conditioned on Executive’s continued employment through the date that annual incentive awards are paid to senior executives generally with respect to the applicable year. For the avoidance of doubt, Executive’s annual incentive award opportunity for calendar year 2023 shall be eligible covered by Section 7(b) below. (b) For calendar year 2023, Executive will have the opportunity to participate in and receive earn an annual cash incentive awards pursuant to the terms award, which shall be comprised of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program two components as specified in subparagraphs (b)(i) and (b)(ii) below: (i) one component (the “Dynex First Cash Incentive PlanComponent”). The minimum target amount ) of Executive’s opportunity to earn an annual cash incentive award for calendar year 2023 will based on the 2023 annual incentive plan established for Executive in the Prior Compensation Letter (and referred to in the Prior Compensation Letter as “cash bonus”); provided that (1) any fiscal year during amount that may be earned thereunder on the Employment Period, including basis of actual achievements thereunder (the full 2023 fiscal year, “clause 7(b)(i) nominal amount”) shall be pro-rated to equal the product of the clause 7(b)(i) nominal amount multiplied by a fraction the numerator of which is the number of days from and including January 1, 2023 to but excluding the Effective Date, and the denominator of which is three hundred sixty-five (365) and (2) for the avoidance of doubt, the Prior Salary Amount (and not less than two hundred percent the Bae Salary) shall be used in the computation of the clause 7(b)(i) nominal amount; and (200%ii) the other component (the “Second Cash Incentive Component”) of Executive’s Base Salary, and the maximum amount of Executive’s opportunity to earn an annual cash incentive award for calendar year 2023 will based 162019016v6 on the Company’s previously established “Executive annual incentive plan” (sometimes, as noted in Section 7(a) above, referred to as the “Executive annual bonus plan”) applicable to senior executives generally for calendar year 2023, but with the amount of amount of any fiscal year during payment on account thereof to be pro-rated and computed as follows: first, the Employment Period target amount (prior to the following proration) shall be equal to 50% of the Base Salary (and with the actual award amount (the “clause 7(b)(ii) nominal amount”), if any and prior to the following proration, ranging from 0 to 200% of the foregoing target amount, depending upon the extent to which performance targets previously established by the Company under the Executive annual incentive plan for calendar year 2023 are or are not less than four hundred percent (400%) of Executive’s Base Salary. The achieved, and with the weightings among such performance targets applied in the same manner for Executive as applicable to other senior executives participating in the Executive annual incentive plan); and second, the actual amount of Executive’s annual cash incentive awardpayment amount, if any, may shall be more or less than pro-rated to equal the target amount, as determined by the Board or a committee thereof, pursuant to the terms product of the Dynex Incentive Planclause 7(b)(ii) nominal amount multiplied by a fraction the numerator of which is the number of days from and including the Effective Date to and including December 31, but not more than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year2023, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end denominator of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(C) belowis three hundred sixty-five (365). For the sake avoidance of claritydoubt, Executive’s annual cash incentive award opportunity for the 2023 fiscal year under the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as “metrics” and weightings, and computations in respect thereof, set forth in Section 3the Prior Compensation Letter apply solely to the First Cash Incentive Component and not to the Second Cash Incentive Component.

Annual Incentive Awards. The Executive shall be eligible to participate in and receive annual cash incentive awards earn a target Annual Bonus for each fiscal year of the Company ending during the Period of Employment (each, an “Annual Bonus”) equal to 150% of the Executive’s Base Salary (taking into account any adjustment required to be made pursuant to Section IV(a) hereof) for such fiscal year, if the terms of Company achieves the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program target performance goals established by the Compensation Committee (the “Dynex Incentive PlanCommittee”)) for such fiscal year. The minimum Committee may establish such metrics whereby the Executive may earn an Annual Bonus in excess of the target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more Annual Bonus or an Annual Bonus less than the target amountAnnual Bonus. To the extent that the Executive’s Base Salary is subject to adjustment during any fiscal year as provided in Section IV(a) hereof, the amount of any Annual Bonus that may become payable to the Executive for such fiscal year shall be determined in accordance with the following formula: (i) The Base Salary applicable prior to such adjustment shall be multiplied by the product of the applicable bonus percentage (as a percentage of such Base Salary) and a fraction the numerator of which is the number of days for which the Base Salary applicable prior to such adjustment was in effect and the denominator of which is 365; plus (ii) The Base Salary applicable on and following such adjustment shall be multiplied by the product of the applicable bonus percentage (as a percentage of such Base Salary) and a fraction the numerator of which is the number of days for which the Base Salary applicable on and following such adjustment was in effect and the denominator of which is 365. Notwithstanding the foregoing, to the extent required for any Annual Bonus to comply with the “performance-based compensation” exception under Section 162(m) of the Internal Revenue Code of 1986, as determined amended (the “Code”), the maximum amount that may become payable to the Executive in respect of any Annual Bonus shall be established by the Committee at the beginning of the fiscal year as required by Section 162(m) of the Code and the Committee shall be precluded from increasing the amount of compensation payable under such bonus thereafter for such fiscal year (but the Committee may have the discretion to decrease the amount of compensation payable). Nothing herein shall be construed to limit the authority of the Committee to pay the Executive additional bonus compensation that is not intended to be “performance-based compensation” under Section 162(m) of the Code. Any Annual Bonus that becomes payable to the Executive pursuant to this Section shall be paid to the Executive as soon as reasonably practicable following receipt by the Board or a committee thereof, pursuant to the terms of the Dynex Incentive Planaudited consolidated financial statements of the Company for the relevant fiscal year, but not more in no event later than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or two and a committee thereof by half (2 1/2) months following the end of the applicable fiscal year immediately prior in which such Annual Bonus was earned. The Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump sum cash payment, or, at his election, in any form that the applicable performance year, and Board generally makes available to the Company’s executive management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets team; provided that any such election is made by the end Executive in compliance with Section 409A of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company and subject to the terms of the Dynex Incentive Plan, including requirements as to continued employment, subject to the provisions of Sections 7(d)(i)(CCode (“Section 409A”) and 7(d)(ii)(C) below. For the sake of clarity, Executive’s annual cash incentive award opportunity for the 2023 fiscal year under the Dynex Incentive Plan will be based on Executive’s increased 2023 Base Salary as set forth in Section 3regulations promulgated thereunder.

Annual Incentive Awards. For the period commencing January 1, 2018 and ending on the date immediately before the Effective Date, the Executive shall will be eligible to participate in and receive an annual cash incentive awards compensation award, determined pursuant to the terms of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program (the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive awardguidelines provided under Wyndham Worldwide Corporation 2018 AIP, if any, may pursuant to that certain Employment Agreement, dated as of April 17, 2017 (the “Prior Agreement”), by and between the Executive and Wyndham Worldwide Corporation (the “Prior Employer”), subject to the discretion of the Compensation Committee of the Board of Directors of Wyndham Worldwide Corporation to grant such award. The amount of such award (if any) will be more or less than determined based upon the target amount, as determined by the Board or a committee thereof, award opportunity in effect pursuant to the terms Prior Agreement and will be pro-rated based upon the number of days of the Dynex Incentive PlanExecutive’s employment with the Prior Employer from January 1, but not more than 2018 until the maximum amountdate immediately preceding the Effective Date. For Effective as of the Effective Date, the Executive will be eligible to earn an annual incentive compensation award in respect of each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company ending during the Period of Employment, subject to the Committee’s discretion to grant such awards, based upon a target award opportunity equal to 150% of Base Salary (“Target Award”) earned during each such year, and subject to the terms and conditions of the Dynex Incentive Planannual incentive plan covering employees of the Company, including requirements as to continued employment, and further subject to attainment by the provisions Company of Sections 7(d)(i)(C) such performance goals, criteria or targets established and 7(d)(ii)(C) belowcertified by the Committee in its sole discretion in respect of each such fiscal year (each such annual incentive, an “Incentive Compensation Award”). For the sake of clarity, The Executive’s annual cash incentive award opportunity Incentive Compensation Award for the 2023 fiscal year under in which the Dynex Incentive Plan Effective Date occurs will be pro-rated based on Executive’s increased 2023 Base Salary upon eligible earnings for the period from the Effective Date through the end of such fiscal year. Any earned Incentive Compensation Award (as set forth well as any award earned pursuant to the Prior Agreement, as described above) will be paid to the Executive at such time as will be determined by the Committee, but in Section 3no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.

Annual Incentive Awards. During the Term of Employment, the Executive shall be eligible to participate earn an Annual Bonus in respect of each calendar year occurring during the Term of Employment pursuant to the Company’s bonus plans covering senior executives of the Company (the “Bonus Plans”), the amount of which shall be based upon a percentage of the Executive’s Base Salary (or such other metric or amount as the Board may establish pursuant to the Bonus Plans) (the “Target Bonus Opportunity”), which Target Bonus Opportunity may be increased but shall never be decreased to below 65% of the Executive’s Base Salary. Any Annual Bonus shall only be payable upon the achievement by the Company as a whole of certain performance goals to be established in respect of each calendar year by the Board (or a designated committee thereof) after consultation with the Executive, provided that the Executive may receive a greater or lesser Annual Bonus amount as determined by the Board in accordance with achievement of such performance goals and receive annual cash incentive awards as pursuant to the terms of the Dynex CapitalBonus Plans; and provided, Inc. further, that the Company acknowledges that any annual bonus program established as described herein will include an opportunity for the Executive to earn one hundred and fifty percent (150%) of the Target Bonus Opportunity, based upon the achievement of certain performance goals. Notwithstanding the foregoing, the Executive shall receive, at a minimum, an Annual Cash Incentive Plan or any successor plan or program Bonus equal to $175,000 in respect of the balance of the Company’s fiscal year in which the Effective Date falls (the “Dynex Incentive Plan2008 Bonus Payment”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during , so long as he remains employed through the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive award, if any, may be more or less than the target amount, as determined by the Board or a committee thereof, pursuant date when such bonuses are paid to the terms of the Dynex Incentive Plan, but not more than the maximum amount. For each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other senior corporate executives of the Company by the Board and will be eligible to earn a Target Bonus Opportunity of $325,000 (subject to the terms one hundred and fifty percent (150%) maximum Target Bonus Opportunity described above) in respect of such year. Notwithstanding the Dynex Incentive Planforegoing, including requirements as to continued employment, and subject to the provisions of Sections 7(d)(i)(C) and 7(d)(ii)(CSection 10 of this Agreement, in the event that Executive’s employment is terminated (other than for Cause by the Company or upon a Voluntary Termination (as defined in Section 10(e) below. For )) prior to December 31 of any given calendar year, the sake Executive shall only be eligible to earn a pro-rata portion of clarityhis Annual Bonus amount, Executive’s annual cash incentive award opportunity based on the number of days during such calendar year in which the Executive is employed hereunder and based on the performance of the Company for the 2023 entire fiscal year in which such termination occurs, relative to the performance criteria set by the Board in respect of such year under the Dynex Incentive Plan will applicable Bonus Plan. All bonuses payable under this Section 6 shall be based on Executive’s increased 2023 Base Salary paid at the same time as set forth in Section 3annual cash bonuses are paid to other senior corporate executives of the Company pursuant to the applicable Bonus Plans.

Annual Incentive Awards. For the period commencing January 1, 2018 and ending on the date immediately before the Effective Date, the Executive shall will be eligible to participate in and receive an annual cash incentive awards compensation award, determined pursuant to the terms of the Dynex Capital, Inc. Annual Cash Incentive Plan or any successor plan or program (the “Dynex Incentive Plan”). The minimum target amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period, including the full 2023 fiscal year, shall be not less than two hundred percent (200%) of Executive’s Base Salary, and the maximum amount of Executive’s annual cash incentive award for any fiscal year during the Employment Period shall be not less than four hundred percent (400%) of Executive’s Base Salary. The actual amount of Executive’s annual cash incentive awardguidelines provided under Wyndham Worldwide Corporation 2018 AIP, if any, may pursuant to that certain Employment Agreement, dated as of December 31, 2008 (the “Prior Agreement”), by and between the Executive and Wyndham Worldwide Corporation (the “Prior Employer”), subject to the discretion of the Compensation Committee of the Board of Directors of Wyndham Worldwide Corporation to grant such award. The amount of such award (if any) will be more or less than determined based upon the target amount, as determined by the Board or a committee thereof, award opportunity in effect pursuant to the terms Prior Agreement and based upon the Executive’s eligible earnings for that same period. Effective as of the Dynex Incentive PlanEffective Date, but not more than the maximum amount. For Executive will be eligible to earn an annual incentive compensation award in respect of each fiscal year during the Employment Period, the Company’s management team shall recommend proposed performance targets under the Dynex Incentive Plan to the Board or a committee thereof by the end of the fiscal year immediately prior to the applicable performance year, and the Company’s management team shall provide all information necessary or appropriate to enable the Board or a committee thereof to determine the final performance targets by the end of the first month of the applicable performance year. Any annual cash incentive award shall be paid after the end of the fiscal year to which it relates, at the same time and under the same terms and conditions as the annual cash incentive awards for other executives of the Company ending during the Period of Employment, subject to the Committee’s discretion to grant such awards, based upon a target award opportunity equal to 150% of Base Salary (“Target Award”) earned during each such year, and subject to the terms and conditions of the Dynex Incentive Planannual incentive plan covering employees of the Company, including requirements as to continued employment, and further subject to attainment by the provisions Company of Sections 7(d)(i)(C) such performance goals, criteria or targets established and 7(d)(ii)(C) belowcertified by the Committee in its sole discretion in respect of each such fiscal year (each such annual incentive, an “Incentive Compensation Award”). For the sake of clarity, The Executive’s annual cash incentive award opportunity Incentive Compensation Award for the 2023 fiscal year under in which the Dynex Incentive Plan Effective Date occurs will be pro-rated based on Executive’s increased 2023 Base Salary upon eligible earnings for the period from the Effective Date through the end of such fiscal year. Any earned Incentive Compensation Award (as set forth well as any award earned pursuant to the Prior Agreement, as described above) will be paid to the Executive at such time as will be determined by the Committee, but in Section 3no event later than the last day of the calendar year following the calendar year with respect to which the performance targets relate.