Common use of Termination Related to Change in Control Clause in Contracts

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause or the Employee’s resignation of his employment for Good Reason within twelve months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s then current Base Salary and (b) the Executive’s highest bonus for the two preceding years; (ii) all of the Executive’s outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s expense for the balance of the Term of Employment, to the same extent as though the Executive’s employment had not terminated. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause or the Employee’s resignation of his employment for Good Reason within twelve months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s then current Base Salary and (b) the Executive’s highest bonus for the two preceding years; (ii) all of the Executive’s outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s expense for the balance of the Term of Employment, to the same extent as though the Executive’s employment had not terminated. To the extent necessary The Executive, in his sole and absolute discretion, may elect to reduce any such payment in order to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero)amended.

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause that occurs both within two months before and in anticipation of a Change in Control and following the occurrence of a Pre-Change-in-Control EventControl, (2) the resignation of his her employment by the Executive for any reason within three months following a Change in Control, Control or (3) the termination of the Executive’s 's employment by MFA other than for Cause or the Employee’s Executive's resignation of his her employment for Good Reason within twelve months following a Change in Control, (i) : MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300nine months of the Executive's Base Salary plus 75% of the sum of (a) the Executive’s then current Base Salary and (b) the Executive’s highest bonus for the two preceding years; (ii) prior year's annual performance bonus; all of the Executive’s 's outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier become exercisable for a period of (a) 90 days following from the date of such termination and (b) but in no event beyond the date on which each any such option would have expired had the Executive’s 's employment not terminated; and (iii) and the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s 's expense for the balance of the Term of Employment, to the same extent as though the Executive’s 's employment had not terminated. To the extent necessary The Executive, in her sole and absolute discretion, may elect to reduce any such payment in order to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero)amended.

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three six months following a Change in Control, or (3) the termination of the Executive’s 's employment by MFA other than for Cause or the Employee’s 's resignation of his employment for Good Reason within twelve twenty-four months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s 's then current Base Salary Compensation and (b) the Executive’s highest 's bonus for the two immediately preceding yearsyear; (ii) all of the Executive’s 's outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s 's employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s 's expense for the balance of the Term of Employment, to the same extent as though the Executive’s 's employment had not terminated. To the extent necessary The Executive, in his sole and absolute discretion, may elect to reduce any such payment in order to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero)amended.

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three six months following a Change in Control, or (3) the termination of the Executive’s 's employment by MFA other than for Cause or the Employee’s 's resignation of his employment for Good Reason within twelve twenty-four months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s 's then current Base Salary Compensation and (b) the Executive’s highest 's bonus for the two immediately preceding yearsyear; (ii) all of the Executive’s 's outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s 's employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s 's expense for the balance of the Term of Employment, to the same extent as though the Executive’s 's employment had not terminated. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause or the EmployeeExecutive’s resignation of his employment for Good Reason Reason, in either case, within twelve twenty-four (24) months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s then current Base Salary Compensation and (b) the Executive’s highest bonus for the two immediately preceding yearsyear; (ii) all of the Executive’s outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s expense for the balance of the Term of Employment, to the same extent as though the Executive’s employment had not terminated. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).”

Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three six months following a Change in Control, or (3) the termination of the Executive’s 's employment by MFA other than for Cause or the Employee’s 's resignation of his employment for Good Reason within twelve twenty-four months following a Change in Control, (i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s 's then current Base Salary Compensation and (b) the Executive’s highest 's bonus for the two immediately preceding yearsyear; (ii) all of the Executive’s 's outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s 's employment not terminated; and (iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s 's expense for the balance of the Term of Employment, to the same extent as though the Executive’s 's employment had not terminated. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).