BOARD AND GOVERNANCE MATTERS
If any shares subject to an award granted under the Amended Equity Incentive Plan are
forfeited, cancelled, exchanged, or surrendered or if an award terminates or expires without a distribution of shares to the participant, or if shares of our common stock are surrendered or withheld by us as payment of either the exercise price of
an award and/or withholding taxes in respect of an award, the shares of common stock with respect to such award will again be available for awards under the Amended Equity Incentive Plan. Upon the exercise of any award granted in tandem with any
other award, the related award will be cancelled to the extent of the number of shares of common stock as to which the award is exercised and, notwithstanding the foregoing, that number of shares will no longer be available for awards under the
Amended Equity Incentive Plan.
In the event that the plan administrator determines that any dividend or other distribution (whether in
the form of cash, common stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, or other similar corporate transaction or event affects our common stock, such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of participants under the Amended Equity Incentive Plan, then the plan administrator will make equitable changes or adjustments to: (i) the number and kind of shares of common stock or other
property (including cash) that may thereafter be issued in connection with awards; (ii) the number and kind of shares of common stock or other property (including cash) issued or issuable in respect of outstanding awards; (iii) the
exercise price, grant price, or purchase price relating to any award and (iv) the performance goals, if any, applicable to outstanding awards. In addition, the plan administrator may determine that any equitable adjustment may be accomplished
by making a payment to the award holder in the form of cash or other property (including but not limited to shares of our common stock).
Any stock option granted under the Amended Equity Incentive Plan would have a term of no longer than 10 years, and an exercise price that is
no less than 100% of the fair market value of our common stock on the date of grant of the award. The plan administrator determines the terms and conditions of each grant of restricted stock or restricted stock units under the Amended Equity
Incentive Plan. Restricted stock units confer on the participant the right to receive cash, common stock or other property, as determined by the plan administrator, having a value equal to the number of shares of our common stock that
are subject to the award. The holders of awards of restricted stock or restricted stock units may be entitled to receive dividends or, in the case of restricted stock units, dividend equivalents, which in either case may be payable
immediately or on a deferred basis at such time as is determined by the plan administrator. Directors may elect to defer distribution of their equity-based awards for a period of up to ten years.
The plan administrator may determine to make grants of our common stock that are not subject to any restrictions or a substantial risk of
forfeiture or to grant other stock-based awards to eligible participants, the terms and conditions of which will be determined by the plan administrator at the time of grant.
Outstanding restricted stock awards, but not outstanding restricted stock units, under the Amended Equity Incentive Plan will become fully
vested, exercisable and/or payable if we undergo a change of control or upon termination of the directors service, including termination due to the directors death or disability, but excluding termination of service pursuant to a removal
for cause or a voluntary resignation, or as otherwise approved by the Board.
The Amended Equity Incentive Plan automatically expires on
January 28, 2024, the tenth anniversary of the date on which it was adopted by our Board of Directors. Our Board of Directors may terminate, amend, modify, or suspend the Amended Equity Incentive Plan at any time, subject to stockholder
approval as required by law or stock exchange rules. The plan administrator may amend the terms of any outstanding award under the
MTGE
INVESTMENT CORP.
Proxy Statement
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