Untitled Document






Exhibit 10.11 



MFA
MORTGAGE INVESTMENTS, INC.
2004 EQUITY COMPENSATION PLAN 



Form of
Restricted Stock Award Agreement 



AGREEMENT by
and between MFA Mortgage Investments, Inc., a Maryland corporation (the “Company”),
and ________________ (the “Grantee”), dated as of the _______ day of
_________, __________ (the “Effective Date”).
 


WHEREAS, the
Company maintains the 2004 Equity Compensation Plan (the “Plan”)
(capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed thereto by the Plan);
 


          WHEREAS,
the Grantee is _________ of a  Participating Company; and
 


WHEREAS,  in
accordance  with the  Plan,  the  Committee  has  determined  that it is in the best
interests  of the  Company  and  its  stockholders  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  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  the  following  schedule:
 





	 	
	 
	 	 
	 	
	 
	 	 	 
	 	
	 







	 	For
purposes  of  the  Plan  and  this  Agreement,  Shares  with  respect  to  which  the
Restriction  Period has lapsed shall be  vested.  Notwithstanding the foregoing,  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  Shares  of  Restricted  Stock  awarded  under  the  Plan  (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  stockholder  of the Company,  including  the  right  to
vote  the  Shares;  provided,  however,  that  cash  dividends  on  such  Shares shall,
unless otherwise  provided by  the  Committee  in this  Agreement,  be held  by the 
 





44




 











	 	Company
(unsegregated  as a part of  its general  assets)  until the  Restriction  Period  lapses
(and  forfeited  if  the  underlying  Shares are forfeited),  and paid  over to the
Grantee as soon as  practicable  after  the  Restriction  Period  lapses  (if  not
forfeited).  Certificates  for  Shares  (not  subject  to  restrictions)  shall  be
delivered  to the  Grantee  promptly  after,  and only  after,  such  Shares  have
vested  (i.e.,  the  Restriction  Period shall lapse  with  respect  thereto)  without
forfeiture  in respect of such Shares.
 






	 	(iii)
Subject  to  clause  (iv)  below,  upon  the  Grantee’s  Termination  of Service
for Cause or by the  Grantee’s  termination  for any reason other  than  his  or
her  death,  Retirement  or  Disability,  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’s has a Termination  of Service  on  account  of  death,
Disability  or  Retirement or on account of  Termination  of  Service  by  the  Company
for  any  reason  other  than  for  Cause,  during  the  Restriction  Period,  then
restrictions  under  the Plan  will  immediately  lapse on  all Restricted Stock.
 






          3.
  Miscellaneous.

   


	(a) 	 	
        THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND,
        WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. 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  shall  have  the  power  to  construe and interpret this  Agreement,  and  to
establish,  amend and  revoke  rules and  regulations  for  administration  of  the
Plan.  In  this  connection,  the  Committee  may  correct  any  defect  or  supply  any
omission,  or  reconcile  any  inconsistency  in the Plan,  in this  Agreement,  or in
any  related  agreements,  in the  manner  and to  the  extent  it  shall  deem
necessary  or  expedient  to  make  the  Plan  fully  effective.  All  decisions  and
determinations  by  the  Committee  in  the  exercise  of this  power  shall be final and
binding  upon the Company  and the  Grantee.  Notwithstanding  the  foregoing,  the
Committee  shall  not  take  any  action  or  make  any  interpretation  with  respect
to  this  Agreement  or  the  Plan  that  would  cause  (a)  the  Plan  to  not  satisfy
the  requirements  for  exemption  under  Rule  16b-3  under  the  Exchange  Act or (b)
any  member of the  Committee to be  disqualified  as  a  Non-Employee  Director  under
such  Rule.
 






	(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  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 the  Plan,  or to assert  any right the  Grantee  or
the  Company,  respectively,  may have under this  Agreement  or the Plan,  shall not be
deemed  to be a waiver  of such  provision  or right  or any  other  provision  or  right
of this  Agreement or the Plan.
 






	(e) 	 	 Nothing
in this  Agreement  shall  confer on  any  individual  any  right to  continue  in  the
employ or other  service of the  Company  or any of its  Subsidiaries  (if applicable)
or  interfere  in any way with the  right of  the  Company  and  its  stockholders  to
terminate  the  individual’s  employment  or  other service at any time.
 





45




 






	(f) 	 	 This
Agreement  (together  with  the  Plan)  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.  MFA  MORTGAGE INVESTMENTS, INC.
 



	 	MFA
      MORTGAGE INVESTMENTS, INC.
	 	 	 
	 	By: 	                                             
	 	Name:
       	                                             
	 	Title:
       	                                             
	 	 	 
	 	                                                                          

	 	Grantee





46