BIMINI CAPITAL MANAGEMENT, INC. (FORMERLY OPTEUM INC. AND FORMERLY BIMINI MORTGAGE MANAGEMENT, INC.) RESTRICTED STOCK AWARD AGREEMENT
(FORMERLY
OPTEUM INC. AND
FORMERLY
BIMINI MORTGAGE MANAGEMENT, INC.)
2003
LONG
TERM INCENTIVE COMPENSATION PLAN
AGREEMENT
by and between Bimini Capital Management, Inc., a Maryland corporation (the
“Company”) and (the “Grantee”), dated as of the ___ day of
_______________, 200_.
WHEREAS,
the Company maintains the Bimini Capital Management, Inc. (formerly Opteum
Inc.
and formerly Bimini Mortgage Management, Inc.) 2003 Long Term Incentive
Compensation Plan (the “Plan”) (capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto by the
Plan);
WHEREAS,
the Grantee is an employee of the Company or one of its Subsidiaries;
and
WHEREAS,
the Committee has determined that it is in the best interests of the Company
and
its shareholders 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
hereby 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:
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(i)
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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, 200_ (for the avoidance of doubt,
without
regard to the Company’s achievement of financial
hurdles).
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Notwithstanding
the foregoing, unless otherwise expressly provided by the Committee, 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 the Shares (or have such Shares attached or garnished).
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(ii)
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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 shareholder of the Company, including
the
right to vote the Shares and the right to receive
dividends. Certificates for Shares (not subject to restrictions
under the Plan) shall be delivered to the Grantee or his or her
designee
promptly after, and only after, the Restriction Period lapses without
forfeiture in respect of such Shares of Restricted
Stock.
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(iii)
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Subject
to clause (iv) below, if the Grantee has a Termination of Service
for any
reason whatsoever during the Restriction Period, then all Shares
still
subject to restriction shall thereupon, and with no further action,
be
forfeited by the Grantee.
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(iv)
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In
the event the Grantee has a Termination of Service on account of
death or
Disability during the Restriction Period, then the Restriction
Period will
immediately lapse on all Restricted Stock granted to the
Grantee.
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3. Miscellaneous.
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(a)
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THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS
OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
OF
LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF FLORIDA. 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.
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(b)
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The
Committee may make such rules and regulations and establish such
procedures for the administration of this Agreement as it deems
appropriate. Without limiting the generality of the foregoing,
the Committee may interpret the Plan and this Agreement, with such
interpretations to be conclusive and binding on all persons and
otherwise
accorded the maximum deference permitted by law and take any other
actions
and make any other determinations or decisions that it deems necessary
or
appropriate in connection with the Plan, this Agreement or the
administration or interpretation thereof. In the event of any
dispute or disagreement as to interpretation of the Plan or this
Agreement
or of any rule, regulation or procedure, or as to any question,
right or
obligation arising from or related to the Plan or this Agreement,
the
decision of the Committee shall be final and binding upon all
persons.
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(c)
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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, sent by facsimile transmission,
e-mailed 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).
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(d)
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The
failure of the Grantee or the Company to insist upon strict compliance
with any provision of this Agreement, or to assert any right the
Grantee
or the Company, respectively, may have under this Agreement, shall
not be
deemed to be a waiver of such provision or right or any other provision
or
right of this Agreement.
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(e)
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Nothing
in this Agreement shall confer on the Grantee any right to continue
in the
employ or other service of the Company or its Subsidiaries or interfere
in
any way with the right of the Company or its Subsidiaries and its
shareholders to terminate the Grantee’s employment or other service at any
time.
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(f)
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This
Agreement 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.
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IN
WITNESS WHEREOF, the Company and the Grantee have executed this Agreement
as of
the day and year first above written.
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By:
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Name: Xxxxxxx
X. Xxxxxx
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Title: Chairman,
President and Chief Executive
Officer
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GRANTEE
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[Name
of
Grantee]
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