bmnm10q11072007ex10-6.htm


    

      BIMINI
        CAPITAL MANAGEMENT, INC.

      (FORMERLY
        OPTEUM INC. AND

      FORMERLY
        BIMINI MORTGAGE MANAGEMENT, INC.)

      2003
        LONG
        TERM INCENTIVE COMPENSATION PLAN

      RESTRICTED
        STOCK AWARD AGREEMENT

       

      AGREEMENT
        by and between Bimini Capital Management, Inc., a Maryland corporation (the
        “Company”) and (the “Grantee”), dated as of the ___ day of
        _______________, 200_.

       

      WHEREAS,
        the Company maintains the Bimini Capital Management, Inc. (formerly Opteum
        Inc.
        and formerly Bimini Mortgage Management, Inc.) 2003 Long Term Incentive
        Compensation Plan (the “Plan”) (capitalized terms used but not defined
        herein shall have the respective meanings ascribed thereto by the
        Plan);

       

      WHEREAS,
        the Grantee is an employee of the Company or one of its Subsidiaries;
        and

       

      WHEREAS,
        the Committee has determined that it is in the best interests of the Company
        and
        its shareholders to grant Restricted Stock to the Grantee subject to the
        terms
        and conditions set forth below.

       

      NOW,
        THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

       

      1.  Grant
        of Restricted Stock.

       

      The
        Company hereby grants the
        Grantee                                                                                      Shares
        of Restricted Stock of the Company, subject to the following terms and
        conditions and subject to the provisions of the Plan.  The Plan is
        hereby incorporated herein by reference as though set forth herein in its
        entirety.

       

      2.  Restrictions
        and Conditions.

       

      The
        Restricted Stock awarded pursuant to this Agreement and the Plan shall be
        subject to the following restrictions and conditions:

       

      
        	
                (i)  

              	
                Subject
                  to clauses (iii) and (iv) below, the period of restriction with
                  respect to
                  Shares granted hereunder (the “Restriction Period”) shall begin on
                  the date hereof and lapse on, 200_ (for the avoidance of doubt,
                  without
                  regard to the Company’s achievement of financial
                  hurdles).

              


      

       

      Notwithstanding
        the foregoing, unless otherwise expressly provided by the Committee, the
        Restriction Period with respect to such Shares shall only lapse as to whole
        Shares.  Subject to the provisions of the Plan and this Agreement,
        during the Restriction Period, the Grantee shall not be permitted voluntarily
        or
        involuntarily to sell, transfer, pledge, anticipate, alienate, encumber or
        assign the Shares (or have such Shares attached or garnished).

       

      
        	
                (ii)  

              	
                Except
                  as provided in the foregoing clause (i), below in this clause (ii)
                  or in
                  the Plan, the Grantee shall have, in respect of the Shares of Restricted
                  Stock, all of the rights of a shareholder of the Company, including
                  the
                  right to vote the Shares and the right to receive
                  dividends.  Certificates for Shares (not subject to restrictions
                  under the Plan) shall be delivered to the Grantee or his or her
                  designee
                  promptly after, and only after, the Restriction Period lapses without
                  forfeiture in respect of such Shares of Restricted
                  Stock.

              


      

       

      
        	
                (iii)  

              	
                Subject
                  to clause (iv) below, if the Grantee has a Termination of Service
                  for any
                  reason whatsoever during the Restriction Period, then all Shares
                  still
                  subject to restriction shall thereupon, and with no further action,
                  be
                  forfeited by the Grantee.

              


      

       

      
        	
                (iv)  

              	
                In
                  the event the Grantee has a Termination of Service on account of
                  death or
                  Disability during the Restriction Period, then the Restriction
                  Period will
                  immediately lapse on all Restricted Stock granted to the
                  Grantee.

              


      

       

      3.  Miscellaneous.

       

      
        	
                (a)  

              	
                THIS
                  AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
                  THE LAWS
                  OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS
                  OF
                  LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
                  OTHER THAN THE STATE OF FLORIDA.  The captions of this
                  Agreement are not part of the provisions hereof and shall have
                  no force or
                  effect.  This Agreement may not be amended or modified except by
                  a written agreement executed by the parties hereto or their respective
                  successors and legal representatives.  The invalidity or
                  unenforceability of any provision of this Agreement shall not affect
                  the
                  validity or enforceability of any other provision of this
                  Agreement.

              


      

       

      
        	
                (b)  

              	
                The
                  Committee may make such rules and regulations and establish such
                  procedures for the administration of this Agreement as it deems
                  appropriate.  Without limiting the generality of the foregoing,
                  the Committee may interpret the Plan and this Agreement, with such
                  interpretations to be conclusive and binding on all persons and
                  otherwise
                  accorded the maximum deference permitted by law and take any other
                  actions
                  and make any other determinations or decisions that it deems necessary
                  or
                  appropriate in connection with the Plan, this Agreement or the
                  administration or interpretation thereof.  In the event of any
                  dispute or disagreement as to interpretation of the Plan or this
                  Agreement
                  or of any rule, regulation or procedure, or as to any question,
                  right or
                  obligation arising from or related to the Plan or this Agreement,
                  the
                  decision of the Committee shall be final and binding upon all
                  persons.

              


      

       

      
        	
                (c)  

              	
                All
                  notices hereunder shall be in writing, and if to the Company or
                  the
                  Committee, shall be delivered to the Board or mailed to its principal
                  office, addressed to the attention of the Board; and if to the
                  Grantee,
                  shall be delivered personally, sent by facsimile transmission,
                  e-mailed or
                  mailed to the Grantee at the address appearing in the records of
                  the
                  Company.  Such addresses may be changed at any time by written
                  notice to the other party given in accordance with this paragraph
                  3(c).

              


      

       

      
        	
                (d)  

              	
                The
                  failure of the Grantee or the Company to insist upon strict compliance
                  with any provision of this Agreement, or to assert any right the
                  Grantee
                  or the Company, respectively, may have under this Agreement, shall
                  not be
                  deemed to be a waiver of such provision or right or any other provision
                  or
                  right of this Agreement.

              


      

       

      
        	
                (e)  

              	
                Nothing
                  in this Agreement shall confer on the Grantee any right to continue
                  in the
                  employ or other service of the Company or its Subsidiaries or interfere
                  in
                  any way with the right of the Company or its Subsidiaries and its
                  shareholders to terminate the Grantee’s employment or other service at any
                  time.

              


      

       

      
        	
                (f)  

              	
                This
                  Agreement contains the entire agreement between the parties with
                  respect
                  to the subject matter hereof and supersedes all prior agreements,
                  written
                  or oral, with respect thereto.

              


      

       

      IN
        WITNESS WHEREOF, the Company and the Grantee have executed this Agreement
        as of
        the day and year first above written.

       

      
        	
                 

              	
                BIMINI
                  CAPITAL MANAGEMENT, INC.

              


      

       

      
        	
                By:

              	 	 


      

       

      
        	
                 

              	
                Name:  Jeffrey
                  J. Zimmer

              


      

       

      
        	
                 

              	
                Title:  Chairman,
                  President and Chief Executive
                  Officer

              


      

       

      GRANTEE

       

      
        	
                 

              	 


      

      
        	
                 

              	
                [Name
                  of
                  Grantee]