INVESCO MORTGAGE CAPITAL
INC. 2009 EQUITY INCENTIVE PLAN





RESTRICTED
STOCK UNIT AWARD AGREEMENT


Non-transferable





Award
to





[Grantee
Name]


(“Grantee”
or “you”)





by
Invesco Mortgage Capital Inc. (“Company”) of





[Number
of Shares Granted]


Restricted
Stock Units (“Grant”)





as
of [Award
Date] (“Award Date”)








Subject
to the conditions of the Invesco Mortgage Capital Inc. 2009 Equity Incentive
Plan (“Plan”) and this Award Agreement, the Company hereby awards to you the
number of Restricted Stock Units set forth above, which shall become vested and
non-forfeitable in four (4) equal installments on each anniversary of the Award
Date.





This
Grant shall be effective as of the Award Date set forth above.  By
accepting this Award Agreement, you acknowledge that you have received a copy of
the Plan’s prospectus, that you have read and understood the following Terms and
Conditions, which are incorporated herein by reference, and that you agree to
the following Terms and Conditions and the terms of the Plan and this Award
Agreement, which may be amended only by a written agreement signed by the
Company and you.  If you fail to accept this Award Agreement within
sixty (60) days of the Award Date set forth above, the Company may determine
that this Grant has been forfeited.





IN
WITNESS WHEREOF, each of the Company and Grantee has caused this Award Agreement
to be executed as of the Award Date.





INVESCO
      MORTGAGE CAPITAL INC.
            
            GRANTEE:_____________________________By:  Authorized
      Signatory








Continued on the following
page


ATL01/12108087v2


TERMS
AND CONDITIONS – Restricted Stock Units




1. Plan Controls; Restricted
Stock Units.  The terms contained in the Plan are incorporated
into and made a part of this Award Agreement, and this Award Agreement shall be
governed by and construed in accordance with the Plan.  The term
“Restricted Stock Units” (or “RSUs”) means a contractual obligation of the
Company to transfer a number of Shares to the Grantee equal to the number of
RSUs awarded under the Grant in accordance with the terms of this Award
Agreement.  Unless the context otherwise requires, and solely for
purposes of these Terms and Conditions, the term (i) “Company” means Invesco
Mortgage Capital Inc., its Subsidiaries, and their respective successors and
assigns; (ii) “Manager” means Invesco Advisers, Inc., its Affiliates other than
the Company, and their respective successors and assigns; (iii) and “Affiliate”
means a corporation or other entity controlled by, controlling or under common
control with, Invesco Advisers, Inc.  Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Plan.




2. Restrictions.  RSUs
may not be sold, assigned, transferred, pledged or otherwise
encumbered.  Upon your Termination of Service (as defined below) for
any reason other than as set forth in paragraphs (b)-(f) of Paragraph 3 hereof,
you shall forfeit all of your right, title and interest in and to the RSUs which
remain unvested as of the date of your Termination of Service.




Notwithstanding
any provision of the Plan, for purposes of this Award Agreement, “Termination of
Service” means the termination of your employment or consultancy with, or
performance of services for, the Manager.




3. Vesting and Conversion to
Shares.  The RSUs will vest and be deemed earned and payable in
full upon the earliest to occur of the following (the “Vesting
Date”):




(a)
            upon
      the dates specified on page 1 hereof, provided that you have not
      experienced a Termination of Service prior to such respective dates,
      or


(b)
            in
      the event of your Termination of Service due to Retirement (as defined
      below) occurring more than three (3) years after the Award Date, and upon
      your continued compliance with the covenants set forth herein, on the
      dates specified on page 1 hereof,
or


(c)
            upon
      your Termination of Service due to death or Disability (as defined below),
      or


(d)
            upon
      your involuntary Termination of Service, other than for Cause (as defined
      below) or Disability, and your execution and delivery of a severance
      agreement in the form stipulated by the Manager (and any applicable period
      for revoking such severance agreement having expired) within 60 days after
      your Termination of Service, or


(e)
            in
      the event of a Change in Control (as defined below), immediately prior to
      a Change in Control if this Award Agreement is not assumed, converted or
      replaced in connection with the transaction that constitutes the Change in
      Control, provided, however, that the RSUs will not vest automatically upon
      a Change in Control as provided in Section 16 of the Plan,
    or


(f)
            in
      the event of a Change in Control (as defined below), upon your Termination
      of Service during the 24-month period following the Change in Control
      either (i) by the Manager other than for Cause or Disability, or (ii) by
      you for Good Reason (as defined below),
or


(g)
      upon the termination of the management agreement between Invesco Mortgage
      Capital Inc. and Invesco Advisers,
Inc.





Notwithstanding
any provision of the Plan, for purposes of this Award Agreement, “Retirement”
means your Termination of Service other than for Cause after the attainment of
age fifty-five (55) and at least ten years of service.




Notwithstanding
any provision of the Plan, for purposes of this Award Agreement, “Disability”
means, with respect to you, (i) a “disability” (or words of similar meaning) as
defined in any written employment, consulting or similar agreement between you
and the Manager (an “Individual Agreement”) or (ii) if there is no such
agreement or it does not define “disability” (or words of similar meaning), (A)
a permanent and total disability as determined under the Manager’s long-term
disability plan applicable to you or (B) if there is no such plan applicable to
you, “Disability” as determined by the Committee.  The Committee may
require such medical or other evidence as it deems necessary to judge the nature
and permanency of your condition.




Notwithstanding
any provision of the Plan, for purposes of this Award Agreement, “Cause” means
(i) if you are a party to an Individual Agreement at the time of your
Termination of Service that defines such term (or words of similar meaning), the
meaning given in such Individual Agreement or (ii) if there is no such
Individual Agreement, or if it does not define Cause (or words of similar
meaning):  (A) your commission of (1) a felony (or its equivalent in a
non-United States jurisdiction) or (2) other conduct of a criminal nature that
has or is likely to have an adverse effect on the reputation or standing in the
community of the Manager or the Company or that legally prohibits you from
working for the Manager; (B) breach by you of a regulatory rule that adversely
affects your ability to perform your principal employment duties for the
Manager; or (C) deliberate failure on your part (1) to perform your principal
employment duties, (2) to comply with the material policies of the Manager, (3)
to follow specific reasonable directions received from the Manager or (4) to
comply in all material respects with covenants contained in any Individual
Agreement or this Award Agreement.




For
purposes of paragraph (e) of this Paragraph 3, “Change in Control” has the
meaning assigned to such term in the Plan.  For all other purposes of
this Award Agreement, including paragraph (f) of this Paragraph 3 and the
definition of Good Reason set forth below, Change in Control means a “Change in
Control” of Invesco Ltd. as defined under the Invesco Ltd. 2008 Global Equity
Incentive Plan, as amended from time to time.




“Good
Reason” means, during the 24-month period following a Change in Control, actions
taken by the Manager resulting in a material negative change in your employment
relationship with the Manager including, without limitation: (i) the assignment
to you of duties materially inconsistent with your position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities, or a material diminution in such position, authority, duties
or responsibilities, in each case from those in effect immediately prior to the
Change in Control; (ii) a material reduction of your aggregate annual
compensation, including, without limitation, base salary and annual bonus, from
that in effect immediately prior to the Change in Control; (iii) a change in
your principal place of employment that increases your commute by 40 miles or
materially increases the time of your commute as compared to your commute
immediately prior to the Change in Control; or (iv) any other action or inaction
that constitutes a material breach by the Manager of any Individual
Agreement.  In order to invoke a Termination of Service for Good
Reason, you must provide written notice to the Office of the General Counsel of
the Manager of the existence of one or more of the conditions constituting Good
Reason within ninety (90) days following your knowledge of the initial existence
of such condition or conditions, specifying in reasonable detail the conditions
constituting Good Reason, and the Manager shall have thirty (30) days following
receipt of such written notice (the “Cure Period”) during which it may remedy
the condition.




Unless
the RSUs are forfeited before the Vesting Date, the RSUs will be converted on
the Vesting Date into an equal number of Shares that will be registered in your
name and delivered to you.




4. No Shareholder Rights;
Payment in Lieu of Dividends.  Grantee shall have none of the
rights of a shareholder of the Company with respect to the RSUs, provided,
however, that if and when cash dividends are paid with respect to the Shares
while the RSUs are outstanding, the Manager shall pay to you as additional
compensation an amount in cash equal to the amount of such dividends with
respect to the number of Shares then underlying the RSUs.




5. Employment
Matters.  In consideration of this Grant, you hereby promise to
honor and to be bound by the Plan and this Award Agreement, which serve as the
agreed basis for your Grant.  You further agree that this Award
Agreement is entered into and is reasonably necessary to protect the Manager’s
investment in your advancement opportunity, training and development and to
protect the goodwill and other legitimate business interests of the
Manager.  You also agree that, in consideration of the confidential
information, trade secrets, and training and development provided to you, you
will abide by the restrictions set forth in this Paragraph 5, and further agree
and acknowledge that the restrictions set forth in this Paragraph 5 are
reasonably necessary to protect the confidential and trade secret information
provided to you.





5.1 Notice
Period.  During your employment with the Manager, you and, in
the absence of Cause, the Manager shall be required to give to the other [xxx
(x)] months’ advance written notice of the intent to terminate your employment
relationship (the “Notice Period”).  Your employment with the Manager
shall not terminate until the expiration of the Notice Period, provided, however, the
Manager shall have the right, in its sole discretion, to relieve you of all of
your duties and responsibilities by placing you on paid administrative leave
during the Notice Period and shall not be required to provide you with work or
access to the Manager's offices during such leave.  You shall be
entitled to continue to receive full compensation and participate in applicable
employee benefit plans and arrangements for the entire Notice Period, regardless
of whether the Manager exercises its right to place you on paid administrative
leave.  You are prohibited from working in competition with the
Manager, or taking affirmative steps to assist or establish a competitive firm,
during the Notice Period.  Notwithstanding the foregoing, at any time
during your employment relationship the Manager may, effective immediately and
without the benefit of the Notice Period, terminate the employment relationship
for Cause.  Your employment shall terminate on the earlier of (i) your
termination of employment by the Manager for Cause, and (ii) expiration of the
Notice Period (the “Termination Date”).




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5.2 Nondisclosure.  You
agree that, in the event of your Termination of Service for any
reason,  whether during or following the Restriction Period (as
defined below), you shall not, for a period of  six (6) months
following the Termination Date (the “Nondisclosure Period”) directly or
indirectly transmit or disclose any Confidential Information (as defined below)
or Trade Secrets (as defined below) to any person or make use of any such
Confidential Information or Trade Secret without the prior written consent of
the Manager or the Company (as appropriate), provided, however, that Trade
Secrets shall remain protected for so long as they remain Trade Secrets under
applicable law. “Restriction Period” means the period commencing with the Award
Date and ending upon the expiration of all vesting conditions applicable to the
RSUs.  “Trade Secret” means information with respect to the Company or
the Manager that is defined as a trade secret by the Georgia Trade Secrets Act
and shall be deemed to include all customer information – including without
limitation all information pertaining to customer identity, customer account
numbers and/or assets in customer accounts.  “Confidential
Information” means all information regarding the Company, the Manager or their
respective business or customers that is not generally known to persons not
employed by the Manager but that does not rise to the level of a Trade Secret,
that is not generally disclosed to non-employees, and that is the subject of
reasonable efforts to protect its confidentiality, provided, however, that
“Confidential Information” does not include information that has become
generally available to the public by the act of a person who has the right to
disclose such information.




5.3 Nonrecruitment;
Nonsolicitation.  You agree that, in the event of your
Termination of Service for any reason, whether during or following the
Restriction Period, you shall not, for a period of six (6) months following the
Termination Date (the “Covenant Period”), directly or indirectly, individually
or in concert with any other person or entity (i) recruit, induce or attempt to
recruit or induce any employee of the Manager with whom you worked or otherwise
had Material Contact (as defined below) during your employment to leave the
employ of the Manager or otherwise lessen that party’s affiliation with the
Company or the Manager, or (ii) solicit, divert, take away or attempt to
solicit, divert or take away any then-current client or customer of the Company
or the Manager with whom you had Material Contact during your employment for
purposes of offering, providing, or selling investment management products or
services offered by the Company or the Manager at the date of your Termination
of Service that were offered, provided, and/or sold by you on the Company’s
or Manager’s behalf.  For purposes of this provision, you had
“Material Contact” with an employee if (i) you had a supervisory relationship
with the employee or (ii) you worked or communicated with the employee on a
regular basis; and you had “Material Contact” with a client or customer if (i)
you had business dealings with the client or customer on behalf of the Company
or the Manager or (ii) you supervised or coordinated the dealings between the
Company or the Manager, on the one hand, and the client or customer, on the
other hand.




5.4 Works for
Hire.  You acknowledge that in the course of your employment
with the Manager, you may from time to time create or have created copyrightable
or patentable works for the Manager.  All such works related to or
useful in the business of the Manager are specifically intended to be works made
for hire by you for the benefit of the Manager.  You hereby
irrevocably transfer and assign to the Manager all right, title and interest in
or to any and all documentation, information or materials conceived, discovered,
developed or created by you in the course of your employment with the Manager,
whether or not the same would otherwise constitute “works made for hire” under
applicable law.




5.5 Enforceability of
Covenants.  You acknowledge that the Manager and the Company
have a current and future expectation of business from the current and proposed
customers of the Manager and the Company.  You acknowledge that the
term and scope of the covenants set forth herein are reasonable, and you agree
that you will not, in any proceeding, assert the unreasonableness of the
premises, consideration or scope of the covenants set forth
herein.  You agree that if any portion of the foregoing covenants is
deemed to be unenforceable because any of the restrictions contained in this
Award Agreement are deemed too broad, the court shall be authorized to
substitute an enforceable term or otherwise modify the Award Agreement in a
manner that will enable the enforcement of the covenants to the maximum extent
possible under applicable law.  You agree that any breach of these
covenants will result in irreparable damage and injury to the Manager and the
Company and that the Manager and the Company will be entitled to injunctive
relief without the necessity of posting any bond.  You also agree that
you shall be responsible for all damages incurred by the Manager and the Company
due to any breach of the restrictive covenants contained in this Award Agreement
and that the Manager and the Company shall be entitled to have you pay all costs
and attorneys’ fees incurred by the Manager and the Company in enforcing the
restrictive covenants in this Award Agreement.




5.6 Relationship to Other
Agreements.  In the event of any actual or alleged conflict
between the provisions of (i) this Award Agreement and (ii) any applicable
Individual Agreement or other agreement regarding your employment with the
Manager (collectively, the “Other Agreement”), the provisions hereof shall
control and, to the extent necessary, be deemed an amendment of such Other
Agreement, provided,
however, that if the Notice Period, Nondisclosure Period or the Covenant
Period referred to in this Paragraph 5 is of shorter duration than that provided
in the Other Agreement, the Notice Period,  Nondisclosure Period or
Covenant Period (as applicable) set forth in the Other Agreement shall
apply.




6.Employee Data
Privacy.By
signing this Award Agreement, you (a) explicitly consent to the collection, use
and transfer, in electronic or other form, of any of your personal data that is
necessary to facilitate the administration of your Grant and the Plan, (b) agree
that the Company and the Manager may, for the purpose of administering the Plan,
hold certain personal information about you, including without limitation your
name, home address and telephone number, date of birth, social insurance or
other identification number, salary, nationality, job title, and details of all
awards or entitlements to Shares granted to you under the Plan or otherwise
(“Data”), (c) agree that Data may be transferred to any third parties assisting
in the implementation, administration of the Plan, including any broker with
whom the Shares issued upon vesting of the Grant may be deposited, and that
these recipients may be located in your country or elsewhere, and that
the  recipient’s country may have different data privacy laws and
protections than your country; (d) waive any data privacy rights you may have
with respect to the Data, and (e) authorize the Company and the Manager and
their respective agents to store and transmit the Data in electronic
form.




7. Code Section
409A.  It is the intention of the Manager and the Company that
the Grant shall not constitute a “nonqualified deferred compensation plan”
subject to Section 409A of the Code, and the Plan and the terms and conditions
of this Award Agreement shall be interpreted
accordingly.  Notwithstanding anything herein to the contrary, in the
event you are eligible for Retirement, the Vesting Date under Section 3(b) of
this Award Agreement shall not be later than March 1 of the tax year following
the later of (i) the tax year in which you become eligible for Retirement or
(ii) the tax year in which the third anniversary of the Award Date
occurs.  In addition, notwithstanding any other provision of the Plan
or this Award Agreement to the contrary, in the event that any amounts payable
pursuant to Section 5.1 of this Award Agreement constitute nonqualified deferred
compensation subject to Section 409A of the Code, the payment thereof upon the
Grantee’s Separation from Service (as defined under Section 409A of the Code)
shall be delayed until the first day of the seventh month following the
Grantee’s Separation from Service if the Grantee is a “specified employee”
within the meaning of Section 409A of the Code (as determined in accordance with
the uniform policy adopted by the Committee with respect to all of the
arrangements subject to Section 409A of the Code maintained by the
Company).




8. Notice.  Notices
and communications under this Award Agreement must be in writing and either
personally delivered or sent by registered or certified mail, return receipt
requested, postage prepaid.  Notices to the Company or the Manager
must be addressed to Invesco, Manager, Executive Compensation, 1555 Peachtree
Street, NE, Atlanta, Georgia 30309, or to any other address designated by the
Manager in a written notice to you.  Notices to you will be directed
to your address then currently on file with the Manager, or to any other address
given by you in a written notice to the Manager.


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