MFA MORTGAGE INESTMENTS,
INC.
SENIOR OFFICERS DEFERRED BONUS
PLAN
AS AMENDED AND RESTATED AS OF
DECEMBER 10, 2008
The Corporation has adopted this Plan to assist
its Senior Officers with their individual tax and financial
planning and to permit the Corporation to remain competitive in
attracting, retaining and motivating key employees. The
Plan permits eligible employees to defer the receipt of annual cash
bonuses which they may be entitled to receive from the
Corporation. This Plan is intended to be an unfunded
arrangement maintained by the Corporation which is designed align
the interests of Participants more closely with the interests of
the other stockholders of the Corporation.
(a) This
Plan shall become effective on the Effective Date.
In this Plan, the following definitions shall
apply:
" Account " - the account maintained by
the Corporation for Deferred Stock Units credited in accordance
with Section 6 of the Plan.
" Administrator " - the person, persons
or entity appointed from time to time by the Board of Directors of
the Corporation to manage and administer the Plan.
" Bonus Compensation " - the annual cash
payable to a Senior Officer through discretionary bonus awards
granted, as determined by the Compensation Committee of the Board
of Directors of the Corporation.
" Code " - the Internal Revenue Code of
1986, as amended, and the regulations promulgated
thereunder.
" Common Stock " - the
Corporation’s common stock, $0.01 par value per
share.
" Corporation " - MFA Mortgage
Investments, Inc., a Maryland corporation, and its
successors.
" Deferral Period " - the five-year
period, if so elected, during which Bonus Compensation for a
particular year is to be deferred. At the conclusion of
the Deferral Period, such deferred Bonus Compensation will be paid
out in a lump sum or, if so elected, in a specified number of
annual installments not to exceed five years. If the
deferred Bonus Compensation is paid out in annual installments,
such installment payments shall be treated as a series of separate
payments for purposes of Section 409A of the
Code. Except as otherwise provided in Section 8(a) of
the Plan, payment(s) will commence, or be made in a lump sum, no
earlier than January 15 of the year first following the five-year
anniversary of the applicable election date. For
example, if during 2002 a Participant elects the Deferral Period
(i.e., 5 years) for Compensation deferred in 2003, the payment(s)
shall be made/commence on or about January 15, 2008.
" Deferred Stock Unit " - a credit to a
Participant's Account under Section 6(b) that represents the right
to receive a cash payment equal to the Fair Market Value of one
Share on settlement of the Account.
" Effective Date " - December 19, 2002,
the date the Plan was adopted.
" Fair Market Value " - for any date, the
average of the high and low sales prices for Shares of the
Corporation’s Common Stock, par value, $0.01 per share, as
reported by the New York Stock Exchange or such other relevant
exchange on which the Corporation’s Common Stock is
traded.
" Participant " - each Senior Officer who
elects to defer a percentage of Bonus Compensation under the
Plan.
" Plan " - the MFA Mortgage Investments,
Inc. Senior Officer Deferred Bonus Plan, as it may be
amended from time to time.
" Second Election " - an election
pursuant to Section 5(c)(iii) of the Plan which changes the Senior
Officer’s prior deferral election.
" Senior Officer " - any officer
identified by the Corporation as an insider for purposes of Section
16 of the Securities Exchange Act of 1934
" Share " - a share of Common Stock of
the Corporation.
" Termination of Service " - termination
of service with the Corporation, which shall be interpreted in a
manner that is consistent with the definition of a
“separation from service” under Section 409A of the
Code and Treasury Regulation 1.409A-1(h).
(a) Subject
to the oversight of the Board, the Administrator
shall have authority to administer the Plan, including
conclusive authority to construe and interpret the Plan, to
establish rules, policies, procedures, forms and notices for use in
carrying out the Plan, and to make all other determinations
necessary or desirable for administration of the
Plan. The Administrator may delegate some or all of its
functions to another person(s) as it may deem
appropriate.
(b) Notwithstanding
any other provision herein to the contrary, the Administrator shall
administer the Plan and exercise authority and discretion under the
Plan, to satisfy the requirements of Section 409A of the Code or
any exemption thereto.
5.
Election to Defer
Compensation
(a)
Amount of Deferral . A Senior Officer may elect
to defer a percentage of Bonus Compensation, up to 100%, otherwise
thereafter payable to such Senior Officer.
(b)
Manner of Electing Deferral . An election to
defer Bonus Compensation shall be made by giving written notice to
the Administrator in the form approved by the
Administrator. Such notice shall address, without
limitation;
(i) the
percentage of Bonus Compensation to be deferred and
(ii) if
applicable, an election for the Account to be settled following a
five-year Deferral Period; and
(iii) an
election for the Account to be settled in either a lump-sum payment
or in a specified number of annual installments (not to exceed
five).
(c)
Time of Election; Effectiveness; Change of Election
.
(i) An
election to defer Bonus Compensation shall be made by a Senior
Officer no later than the end of taxable year preceding the year
for which the Bonus Compensation was
earned. Notwithstanding the foregoing, a Senior Officer
who first becomes eligible to participate in the Plan may make an
election to defer any future Bonus Compensation within 30 days
after the date of such eligibility; provided, however, that such
deferral election shall only apply to the pro rata portion of the
Bonus Compensation that is earned from the date of such election
through the remainder of the year.
(ii) An
election shall be irrevocable as of the last day of the calendar
year in which the election is made and shall continue in effect
until the end of the calendar year for which the Bonus Compensation
is earned.
(iii) A
Senior Officer may change a deferral election annually by making a
Second Election on the Annual Participant Election Form provided by
the Administrator; provided that the Second Election must, except
as may otherwise be permitted under the rules applicable under
Section 409A of the Code, (A) be effective at least one year after
it is made, or, in the case of payments to commence at a specific
time, be made at least one year before the first scheduled payment,
and (B) defer the commencement of distributions (and each affected
distribution) for at least five years.
6.
Deferred Bonus Compensation
Account
