ANNALY CAPITAL MANAGEMENT, INC.
Restricted Stock Unit Award Agreement
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of February 12, 2020 is between Annaly Capital Management, Inc., a Maryland corporation (the Company) and Glenn Votek (the Participant), and governs the Restricted Stock Units granted by the Company to the Participant in accordance with and subject to the provisions of the Annaly Capital Management, Inc. 2010 Equity Incentive Plan (the Plan). A copy of the Plan has been made available to the Participant. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.
1. Grant of RSUs. Effective as of February 11, 2020 (the Date of Grant), the Company granted the Participant a total of 100,100 RSUs in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. Each RSU represents the right to receive a Share upon settlement of the vested RSUs as set forth herein.
2. Grant of Dividend Equivalent Rights. Effective as of the Date of Grant, the Company also granted the Participant Dividend Equivalent Rights in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. The Dividend Equivalent Rights entitle the Participant to be credited with additional RSUs (the Additional RSUs) with respect to cash dividends (other than extraordinary cash dividends) paid on Shares during the period beginning on the Date of Grant and ending on the earlier of the date that the vested RSUs and vested Additional RSUs are settled in accordance with Section 4 of this Agreement or the date that the RSUs and Additional RSUs are forfeited in accordance with Section 3 of this Agreement. On each date that cash dividends (other than extraordinary cash dividends) are paid on Shares, the Participant shall be credited with Additional RSUs as follows: The cash dividend per Share shall be multiplied by the number of RSUs and Additional RSUs outstanding and credited to the Participant on the dividend payment date and the resulting product shall be divided by the Fair Market Value on the dividend payment date. Each Additional RSU represents the right to receive a Share upon settlement of the vested Additional RSUs as set forth herein.
3. Vesting. The Participants interest in the RSUs shall become vested and nonforfeitable to the extent provided in paragraphs (a), (b), (c), (d) and (e) below.
(a) Continued Employment. The Participants interest in all of the RSUs granted to the Participant shall become vested and nonforfeitable on the date that the Board appoints a permanent, i.e., non-interim Chief Executive Officer of the Company if the Participant continues to serve as the Companys interim Chief Executive Officer and President from the Date of Grant until such date.
(b) Change in Control. The Participants interest in all of the RSUs granted to the Participant (if not sooner vested), shall become vested and nonforfeitable on the date of a Change in Control if the Participant continues to serve as the Companys interim Chief Executive Officer and President from the Date of Grant until such date.