AMENDED AND RESTATED AGNC INVESTMENT CORP.
2016 EQUITY AND INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to attract and retain
non-employee Directors and officers and other employees of the Company and the Subsidiaries and to provide to such persons incentives and rewards for service or performance.
2. Definitions. As used in this Plan:
(a) Affiliate means any Person that directly or indirectly Controls, is Controlled
by or is under common Control with the Company.
(b) Appreciation Right means
a right granted pursuant to Section 5 of this Plan.
(c) Base
Price means the price to be used as the basis for determining the Spread upon the exercise of an Appreciation Right.
(d) Board means the Board of Directors of the Company.
(e) Cash Incentive Award means a cash award granted pursuant to Section
8 of this Plan.
(f) Change of Control has the meaning set forth in
Section 12 of this Plan.
(g) Code means the Internal Revenue
Code of 1986, as amended from time to time.
(h) Committee means the
Compensation and Corporate Governance Committee of the Board (or its successor(s)) or any other committee of the Board designated by the Board to administer this Plan pursuant to Section 10 of this Plan, and to the extent of any
delegation by the Committee to a subcommittee pursuant to Section 10 of this Plan, such subcommittee.
(i) Common stock means the common stock, par value $0.01 per share, of the
Company or any security into which such common stock may be changed by reason of any transaction or event of the type referred to in Section 11 of this Plan.
(j) Company means AGNC Investment Corp., a Delaware corporation, and its
successors.
(k) Control, Controlled by and
under common Control with means, as applied to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of
voting or other securities, by contract or otherwise.
(l) Date of Grant
means the date specified by the Committee on which a grant of an Option Right, an Appreciation Right, Performance Shares, Performance Units, a Cash Incentive Award or other award contemplated by Section 9 of this Plan, or a grant
or sale of Restricted Shares, Restricted Stock Units or other awards contemplated by Section 9 of this Plan, will become effective (which date will not be earlier than the date on which the Committee takes action with respect thereto).
(m) Director means a member of the Board.
(n) Effective Date means January 21, 2021, the date on which this amended
and restated Plan was adopted by the Board, subject to obtaining the approval of the Stockholders.
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