MFA MORTGAGE INVESTMENTS, INC. 2004 EQUITY COMPENSATION PLAN Form of Restricted Stock Award Agreement
Exhibit 10.11
MFA
MORTGAGE INVESTMENTS, INC.
2004 EQUITY COMPENSATION PLAN
Form of Restricted Stock Award Agreement
AGREEMENT by
and between MFA Mortgage Investments, Inc., a Maryland corporation (the “Company”),
and ________________ (the “Grantee”), dated as of the _______ day of
_________, __________ (the “Effective Date”).
WHEREAS, the
Company maintains the 2004 Equity Compensation Plan (the “Plan”)
(capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed thereto by the Plan);
WHEREAS,
the Grantee is _________ of a Participating Company; and
WHEREAS, in
accordance with the Plan, the Committee has determined that it is in the best
interests of the Company and its stockholders to grant Restricted Stock to the
Grantee subject to the terms and conditions set forth below.
NOW, THEREFORE,
IT IS HEREBY AGREED AS FOLLOWS:
1.
Grant of Restricted Stock.
The Company
hereby grants the Grantee _________ Shares of Restricted Stock of the Company,
subject to the following terms and conditions and subject to the provisions of
the Plan. The Plan is incorporated herein by reference as though set forth
herein in its entirety.
2.
Restrictions and Conditions.
The Restricted
Stock awarded pursuant to this Agreement and the Plan shall be subject to the
following restrictions and conditions:
(i)
Subject to clauses (iii) and (iv) below, the period of restriction with respect
to Shares granted hereunder (the “Restriction Period”) shall begin on
the date hereof and lapse on the following schedule: |
For
purposes of the Plan and this Agreement, Shares with respect to which the
Restriction Period has lapsed shall be vested. Notwithstanding the foregoing, the
Restriction Period with respect to such Shares shall only lapse as to whole
Shares. Subject to the provisions of the Plan and this Agreement, during the
Restriction Period, the Grantee shall not be permitted voluntarily or
involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or
assign Shares of Restricted Stock awarded under the Plan (or have such Shares
attached or garnished). |
(ii)
Except as provided in the foregoing clause (i), below in this clause (ii) or in
the Plan, the Grantee shall have, in respect of the Shares of Restricted
Stock, all of the rights of a stockholder of the Company, including the right to
vote the Shares; provided, however, that cash dividends on such Shares shall,
unless otherwise provided by the Committee in this Agreement, be held by the |
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Company
(unsegregated as a part of its general assets) until the Restriction Period lapses
(and forfeited if the underlying Shares are forfeited), and paid over to the
Grantee as soon as practicable after the Restriction Period lapses (if not
forfeited). Certificates for Shares (not subject to restrictions) shall be
delivered to the Grantee promptly after, and only after, such Shares have
vested (i.e., the Restriction Period shall lapse with respect thereto) without
forfeiture in respect of such Shares. |
(iii)
Subject to clause (iv) below, upon the Grantee’s Termination of Service
for Cause or by the Grantee’s termination for any reason other than his or
her death, Retirement or Disability, during the Restriction Period, then all
Shares still subject to restriction shall thereupon, and with no further
action, be forfeited by the Grantee. |
(iv)
In the event the Grantee’s has a Termination of Service on account of death,
Disability or Retirement or on account of Termination of Service by the Company
for any reason other than for Cause, during the Restriction Period, then
restrictions under the Plan will immediately lapse on all Restricted Stock. |
3.
Miscellaneous.
| (a) |
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND,
WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions
of this Agreement are not part of the provisions hereof and shall have
no force or effect. This Agreement may not be amended or modified except
by a written agreement executed by the parties hereto or their respective
successors and legal representatives. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement. |
| (b) | The
Committee shall have the power to construe and interpret this Agreement, and to
establish, amend and revoke rules and regulations for administration of the
Plan. In this connection, the Committee may correct any defect or supply any
omission, or reconcile any inconsistency in the Plan, in this Agreement, or in
any related agreements, in the manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective. All decisions and
determinations by the Committee in the exercise of this power shall be final and
binding upon the Company and the Grantee. Notwithstanding the foregoing, the
Committee shall not take any action or make any interpretation with respect
to this Agreement or the Plan that would cause (a) the Plan to not satisfy
the requirements for exemption under Rule 16b-3 under the Exchange Act or (b)
any member of the Committee to be disqualified as a Non-Employee Director under
such Rule. |
| (c) | All
notices hereunder shall be in writing, and if to the Company or the Committee,
shall be delivered to the Board or mailed to its principal office, addressed to
the attention of the Board; and if to the Grantee, shall be delivered
personally or mailed to the Grantee at the address appearing in the records
of the Company. Such addresses may be changed at any time by written notice to the
other party given in accordance with this paragraph 3(c). |
| (d) | The
failure of the Grantee or the Company to insist upon strict compliance with any
provision of this Agreement or the Plan, or to assert any right the Grantee or
the Company, respectively, may have under this Agreement or the Plan, shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement or the Plan. |
| (e) | Nothing
in this Agreement shall confer on any individual any right to continue in the
employ or other service of the Company or any of its Subsidiaries (if applicable)
or interfere in any way with the right of the Company and its stockholders to
terminate the individual’s employment or other service at any time. |
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| (f) | This
Agreement (together with the Plan) contains the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, written or oral, with respect thereto. |
IN WITNESS
WHEREOF, the Company and the Grantee have executed this Agreement as of the day
and year first above written. MFA MORTGAGE INVESTMENTS, INC.
| MFA MORTGAGE INVESTMENTS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
Grantee |
||
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