Exhibit 10.9
DYNEX CAPITAL,
INC.
PERFORMANCE BONUS
FOR
RETURN ON ADJUSTED
EQUITY
Thomas Akin,
Chief Executive Officer, Byron Boston, Chief Investment Officer,
and Stephen Benedetti, Chief Financial Officer and Chief Operating
Officer, (collectively, the “Participants”) will be
eligible for an annual performance bonus based on the annual return
on adjusted equity of the Company (the “ROAE
Bonus”). Management, at its option, may also elect
to compensate certain other members of senior management of the
Company in accordance with the terms of this ROAE
Bonus. The ROAE Bonus will be calculated on a calendar
year basis.
Determination of the Bonus
Amount
The ROAE Bonus
amount earned for a calendar year will be determined individually
for each of the Participants, and subject to an increase of up to
5% to the extent the ROAE Participant elects to receive payment of
the ROAE Bonus amount in common stock of the Company (“Common
Stock”), will be equal to the product of 100% at the
Participant’s actual base salary paid for the relevant
calendar year times the sum of (x) the product of 50% times the
Reference Rate as calculated below and (y) the product of 50% times
the percentage determined by the Compensation Committee of the
Board of Directors earned by the Participant relative to certain
qualitative objectives set for the Participant by the Compensation
Committee.
The maximum
ROAE Bonus amount earned for a calendar year will be 100% of the
Participant’s actual base salary paid for the relevant
calendar year; provided that if an ROAE Participant elects to
receive payment of some or all of the ROAE Bonus amount in Common
Stock, the portion of the ROAE Bonus amount paid in Common Stock
will be increased by 5%.
Determination of Reference
Rate
The
Reference
