INVESCO MORTGAGE CAPITAL INC.
2009 EQUITY INCENTIVE PLAN
1. PURPOSE . The Plan is intended to provide incentives to directors, officers, advisors, consultants, key
employees, and others expected to provide significant services to the Company and its Subsidiaries, including the
personnel, employees, officers and directors of the other Participating Companies, to encourage a proprietary interest
in the Company, to encourage such key personnel to remain in the service of the Company and the other
Participating Companies, to attract new personnel with outstanding qualifications, and to afford additional incentive
to others to increase their efforts in providing significant services to the Company and the other Participating
Companies. In furtherance thereof, the Plan permits awards of equity-based incentives to key personnel, employees,
officers and directors of, and certain other providers of services to, the Company or any other Participating
2. DEFINITIONS . As used in this Plan, the following definitions apply:
"Act" shall mean the Securities Act of 1933, as amended.
"Award Agreement" shall mean a written agreement evidencing a Grant pursuant to the Plan.
"Board" shall mean the Board of Directors of the Company.
"Cause" shall mean, unless otherwise provided in the Grantee's Award Agreement, (i) engaging in (A) willful
or gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere to the directions of superiors or the
Board or the written policies and practices of the Company, the Subsidiaries, the Manager or any of their respective
affiliates, (iii) the commission of a felony or a crime of moral turpitude, or any crime involving the Company, the
Subsidiaries, the Manager or any of their respective affiliates, (iv) fraud, misappropriation, embezzlement or material or
repeated insubordination, (v) a material breach of the Grantee's employment agreement (if any) with the Company, the
Subsidiaries, the Manager or any of thei