orc10K20211231x1019






 

 

 

 

Exhibit 10.19
ORCHID ISLAND CAPITAL, INC. 
2021 EQUITY INCENTIVE PLAN 
DEFERRED STOCK UNIT GRANT NOTICE 
Pursuant 
to 
the 
terms 
and 
conditions 
of 
the 
Orchid 
Island 
Capital, 
Inc. 
2021 
Equity 
Incentive 
Plan, 
as 
amended 
from 
time 
to 
time 
(the 
“
Plan
”), 
Orchid 
Island 
Capital, 
Inc. 
(the “
Company
”) 
hereby 
grants 
to 
the 
individual 
listed 
below 
(“
you
” 
or 
the 
“
Participant
”) 
the 
number of Deferred 
Stock Units 
(the “
DSUs
”) set forth 
below in this 
Deferred Stock Unit 
Grant 
Notice 
(this 
“
Grant 
Notice
”). 
This 
award 
of 
DSUs 
(this “
Award
”) 
is 
subject 
to 
the 
terms 
and 
conditions 
set forth 
herein, 
in the 
Deferred Stock 
Unit Agreement 
attached 
hereto as 
Exhibit 
A 
(the “
Agreement
”) and 
the Plan, 
each of 
which is 
incorporated herein 
by reference. 
Capitalized 
terms used but not defined herein shall have the meanings set forth in the Plan. 
Participant: 
 

Date of Grant: 
 

Award Type 
and 
Description: 
Other Equity-Based Award granted pursuant to 
Article X of 
the Plan. 
Total 
Number of 
Deferred Stock Units: 
 

By 
signing 
below, 
you 
agree 
to 
be 
bound 
by 
the 
terms 
and 
conditions 
of 
the 
Plan, 
the 
Agreement and this Grant Notice. 
You 
acknowledge that you have 
reviewed the Agreement, the 
Plan and this Grant 
Notice in their entirety 
and fully understand all provisions 
of the Agreement, 
the Plan 
and this 
Grant Notice. 
You 
hereby agree 
to accept 
as binding, 
conclusive and 
final all 
decisions or 
interpretations 
of the 
Committee 
regarding any 
questions or 
determinations arising 
under the Agreement, the Plan or this Grant Notice. 
This Grant Notice may be executed in one or 
more counterparts (including portable 
document format (.pdf) and 
facsimile counterparts), each of 
which shall be 
deemed to be 
an original, but 
all of which 
together shall constitute 
one and 
the same 
agreement. 
[Signature Page Follows] 






 

 

 

 

IN WITNESS WHEREOF
, the Company has caused this Grant Notice to be executed 
by an officer thereunto duly authorized, and the Participant has executed this Grant Notice, 
effective for all purposes as provided above. 
COMPANY 
Orchid Island Capital, Inc. 
By: 

Name: 

Title: 
PARTICIPANT 
 

Name: 

Address: 

 







 

 

 

 

 

 

 

 

 

 

EXHIBIT A 
DEFERRED STOCK UNIT AGREEMENT 
This 
Deferred 
Stock 
Unit 
Agreement 
(together 
with 
the 
Grant 
Notice 
to 
which 
this 
Agreement is 
attached, this “
Agreement
”) is 
made as 
of the 
Date of 
Grant set 
forth in 
the Grant 
Notice (the “
Date of Grant
”) by and between Orchid Island Capital, Inc., a Maryland corporation 
(the “
Company
”), and _________ (the “
Participant
”). Capitalized terms used but not specifically 
defined herein shall have the meanings specified in the Plan or the Grant Notice. 
1.
Award
. 
In consideration 
of the 
Participant’s 
past and/or 
continued service 
to the 
Company 
or 
its 
Affiliates 
and 
for 
other 
good 
and 
valuable 
consideration, 
the 
receipt 
and 
sufficiency 
of 
which 
is 
hereby 
acknowledged, 
effective 
as 
of 
the 
Date 
of 
Grant, 
the 
Company 
hereby grants to the 
Participant the number of 
DSUs set forth in the 
Grant Notice on the 
terms and 
conditions set forth 
in the Grant Notice, 
this Agreement and the 
Plan, which is incorporated 
herein 
by reference as 
a part of 
this Agreement. In the 
event of any 
inconsistency between the 
Plan and 
this Agreement, the terms of the Plan shall control. 
Each DSU represents the right to receive one 
share of 
Common 
Stock, 
subject 
to 
the 
terms 
and 
conditions 
set 
forth 
in 
the 
Grant Notice, 
this 
Agreement and the Plan. 
Unless and until 
the DSUs are 
delivered in accordance 
with Section 4, 
the Participant 
will have 
no right 
to receive 
any Common 
Stock or 
other payments 
in respect 
of 
the DSUs. 
The DSUs shall be credited to a separate account maintained for the Participant on 
the 
books and records of the 
Company (the “
Account
”). Prior to settlement of 
this Award, 
the DSUs 
and this Award represent 
an unsecured obligation of the Company, payable only from the general 
assets of the Company. 
2.
Vesting 
of DSUs
. 
The DSUs shall be 100% vested on the Date of Grant. 
3.
Dividend Equivalent Rights
. 

(a)
In the event that the Company 
declares and pays a dividend in 
respect of its 
outstanding 
shares of 
Common Stock 
and, on 
the record 
date for 
such dividend, 
the Participant 
holds DSUs granted pursuant to 
this Agreement that have 
not been settled, the Company 
shall pay 
to 
the 
Participant 
an 
amount 
equal 
to 
the 
dividends 
the 
Participant 
would 
have 
received 
if 
the 
Participant was the holder 
of record, as of 
such record date, 
of the number 
of shares of Common 
Stock relating to the portion of the Participant’s DSUs that have not been 
settled as of such record 
date (the “
Dividend Equivalents
”), unless payment is deferred pursuant to Section 3(b). 

(b)
Notwithstanding 
Section 
3(a), 
the 
Participant 
may 
elect 
to 
defer 
the 
payment 
of 
any 
Dividend 
Equivalents 
pursuant 
to 
the 
Dividend 
Equivalents 
Deferral 
Election 
Form attached hereto 
as Exhibit 
C. Any such 
deferral election must 
be made in 
compliance with 
such rules and procedures as the Committee prescribes. If any Dividend Equivalents are deferred, 
the Company shall credit the amount of 
such Dividend Equivalents to the 
Account in the form of 
additional DSUs 
based on 
the Fair 
Market Value 
of a 
share of 
Common Stock 
on the 
date such 
Dividend Equivalent would 
be paid pursuant to 
Section 3(a). Any 
such additional DSUs 
shall be 
considered 
DSUs 
under 
this 
Agreement 
and 
shall 
be 
entitled 
to 
receive 
Dividend 
Equivalents 
pursuant to 
this Section 
3; provided, 
however, 
that any 
such additional 
DSUs shall 
be settled 
in 






 

 

 

 

 

 

 

 

 

 

accordance with 
the deferral 
election made 
pursuant to 
this Section 
3(b), rather 
than pursuant 
to 
Section 4. 
4.
Settlement of DSUs
. 

(a)
As 
soon 
as 
administratively 
practicable 
following 
the 
vesting 
of 
DSUs 
pursuant to Section 
2, but in no 
event later than 
30 days after 
such vesting date, the 
Company shall 
deliver 
to 
the 
Participant 
a 
number 
of 
shares 
of 
Common 
Stock 
equal 
to 
the 
number 
of 
DSUs 
subject to this Award, 
unless delivery is deferred pursuant to Section 4(b). All shares of Common 
Stock issued 
hereunder shall 
be delivered 
either 
by delivering 
one or 
more 
certificates 
for such 
shares 
to 
the 
Participant 
or 
by 
entering 
such 
shares 
in 
book-entry 
form, 
as 
determined 
by 
the 
Committee in its sole discretion. 
The value of shares 
of Common Stock shall not 
bear any interest 
owing 
to 
the 
passage 
of 
time. 
Neither 
this 
Section 
3 
nor 
any 
action 
taken 
pursuant 
to 
or 
in 
accordance 
with 
this 
Agreement 
shall 
be 
construed 
to 
create 
a 
trust 
or 
a 
funded 
or 
secured 
obligation of any kind. 
(b)
Notwithstanding Section 
4(a), the 
Participant may 
elect to 
defer the 
delivery 
of 
the 
DSUs 
pursuant 
to 
the 
Deferred 
Stock 
Units 
Deferral 
Election 
Form 
attached 
hereto 
as 
Exhibit B. Any such deferral 
election must be made in 
compliance with such rules and 
procedures 
as the Committee prescribes. 
5.
Tax 
Withholding
. 
To 
the 
extent 
that 
the 
receipt, 
vesting 
or 
settlement 
of 
this 
Award 
results in compensation 
income or wages 
to the Participant 
for federal, state, 
local and/or 
foreign tax purposes, the Participant shall make arrangements satisfactory to the Company for the 
satisfaction of obligations for the payment of withholding 
taxes and other tax obligations relating 
to 
this 
Award, 
which 
arrangements 
include 
the 
delivery 
of 
cash 
or 
cash 
equivalents, 
Common 
Stock (including previously owned 
Common Stock, net settlement, 
a broker-assisted sale, 
or other 
cashless withholding or 
reduction of the 
amount of shares 
otherwise issuable or 
delivered pursuant 
to this Award), other property, 
or any other legal consideration the Committee 
deems appropriate. 
If such 
tax obligations 
are satisfied 
through net 
settlement or 
the surrender 
of previously 
owned 
Common Stock, 
the maximum 
number of 
shares of 
Common Stock 
that may 
be so 
withheld (or 
surrendered) shall be the number of shares 
of Common Stock that have an 
aggregate Fair Market 
Value 
on the date of withholding or surrender 
equal to the aggregate amount of such tax 
liabilities 
determined 
based 
on 
the 
greatest 
withholding 
rates 
for 
federal, 
state, 
local 
and/or 
foreign 
tax 
purposes, 
including 
payroll 
taxes, 
that 
may 
be 
utilized 
without 
creating 
adverse 
accounting 
treatment 
for 
the 
Company 
with 
respect 
to 
this 
Award, 
as 
determined 
by 
the 
Committee. 
The 
Participant acknowledges that there may be adverse tax consequences upon the 
receipt, vesting or 
settlement of this Award 
or disposition of the underlying 
shares and that the 
Participant has been 
advised, 
and 
hereby 
is 
advised, 
to 
consult 
a 
tax 
advisor. 
The 
Participant 
represents 
that 
the 
Participant 
is 
in 
no 
manner 
relying 
on 
the 
Board, 
the 
Committee, 
the 
Company 
or 
any 
of 
its 
Affiliates 
or 
any 
of 
their 
respective 
managers, 
directors, 
officers, 
employees 
or 
authorized 
representatives 
(including, 
without 
limitation, 
attorneys, 
accountants, 
consultants, 
bankers, 
lenders, prospective lenders and financial representatives) for tax advice or an assessment of such 
tax consequences. 
6.
Non-Transferability
. 
None of the 
DSUs, the Dividend 
Equivalents or any 
interest 
or right therein may be 
sold, pledged, assigned or transferred in 
any manner other than by will 
or 






 

 

 

the laws of descent and distribution, unless 
and until the shares of Common Stock underlying 
the 
DSUs 
have been 
issued, 
and 
all 
restrictions 
applicable to 
such 
shares have 
lapsed. 
Neither the 
DSUs nor any interest 
or right therein shall 
be liable for the 
debts, contracts or engagements 
of the 
Participant 
or 
his 
or 
her 
successors 
in 
interest 
or 
shall 
be 
subject 
to 
disposition 
by 
transfer, 
alienation, 
anticipation, 
pledge, 
encumbrance, 
assignment 
or 
any 
other 
means, 
whether 
such 
disposition 
be 
voluntary 
or 
involuntary 
or 
by 
operation 
of 
law 
by 
judgment, 
levy, 
attachment, 
garnishment or 
any other 
legal or 
equitable proceedings 
(including bankruptcy), 
and any 
attempted 
disposition thereof shall 
be null and 
void and of 
no effect, except 
to the extent 
that such disposition 
is expressly permitted by the preceding sentence. 
7.
Compliance 
with 
Applicable 
Law
. 
Notwithstanding 
any 
provision 
of 
this 
Agreement to the contrary, 
the issuance of shares 
of Common Stock hereunder will 
be subject to 
compliance with 
all requirements 
of applicable 
law 
with respect 
to such 
securities and 
with the 
requirements of 
any stock 
exchange or market 
system upon 
which the 
Common Stock 
may then 
be listed. 
No shares of Common Stock will be issued hereunder if such 
issuance would constitute 
a violation 
of any 
applicable law 
or regulation 
or the 
requirements of 
any stock 
exchange or 
market 
system upon which the Common Stock may then be listed. 
In addition, shares of Common Stock 
will not be issued hereunder 
unless (a) a registration statement 
under the Securities Act 
is in effect 
at the 
time of 
such issuance 
with respect 
to the 
shares to 
be issued 
or (b) 
in the 
opinion of 
legal 
counsel to the Company, the shares to 
be issued are permitted to be issued in accordance with the 
terms of 
an applicable 
exemption from 
the registration 
requirements of 
the Securities 
Act. 
The 
inability of the 
Company to obtain 
from any regulatory 
body having jurisdiction 
the authority, 
if 
any, 
deemed by the 
Company’s 
legal counsel to 
be necessary for 
the lawful 
issuance and sale 
of 
any shares of Common Stock hereunder 
will relieve the Company of any liability in 
respect of the 
failure 
to 
issue 
such 
shares 
as 
to 
which 
such 
requisite 
authority 
has 
not 
been 
obtained. 
As 
a 
condition to any issuance of Common Stock hereunder, the Company may require 
the Participant 
to satisfy any requirements that may be necessary or 
appropriate to evidence compliance with any 
applicable 
law 
or 
regulation 
and 
to 
make 
any 
representation 
or 
warranty 
with 
respect 
to 
such 
compliance as may be requested by the Company. 
8.
Legends
. 
If a stock 
certificate is 
issued with 
respect to shares 
of Common 
Stock 
delivered hereunder, 
such certificate 
shall bear 
such legend 
or legends 
as the 
Committee deems 
appropriate in order to 
reflect the restrictions set 
forth in this Agreement 
and to ensure compliance 
with the terms and provisions 
of this Agreement, the rules, 
regulations and other requirements 
of 
the Securities 
and Exchange 
Commission, any 
applicable laws 
or the 
requirements of 
any stock 
exchange 
on 
which 
the 
Common 
Stock 
is 
then 
listed. 
If 
the 
shares 
of 
Common 
Stock 
issued 
hereunder are 
held in 
book-entry form, 
then such 
entry will 
reflect that 
the shares 
are subject 
to 
the restrictions set forth in this Agreement. 
9.
Rights as a 
Stockholder
. The Participant 
shall have no 
rights as a 
stockholder of 
the Company with 
respect to any 
shares of Common 
Stock that may 
become deliverable 
hereunder 
unless and until the Participant has become 
the holder of record of such shares of 
Common Stock, 
and no 
adjustments shall 
be made 
for dividends 
in cash 
or other 
property, 
distributions or 
other 
rights in respect of 
any such shares 
of Common Stock, 
except as otherwise 
specifically provided 
for in the Plan or this Agreement. 






 

 

 

 

10.
Execution 
of 
Receipts 
and 
Releases
. 
Any 
issuance 
or 
transfer 
of 
shares 
of 
Common Stock or 
other property to 
the Participant or 
the Participant’s 
legal representative, heir, 
legatee or distributee, in accordance with this Agreement 
shall be in full satisfaction of all 
claims 
of such 
person hereunder. 
As a 
condition precedent 
to such 
payment or 
issuance, the 
Company 
may require the Participant 
or the Participant’s 
legal representative, heir, 
legatee or distributee to 
execute (and not revoke 
within any time provided 
to do so) a 
release and receipt therefor 
in such 
form 
as 
it 
shall 
determine 
appropriate; 
provided, 
however, 
that 
any 
review 
period 
under 
such 
release will not modify the date of settlement with respect to vested DSUs. 
11.
No Right to Continued 
Service or Awards
. Nothing in the 
adoption of the Plan, 
nor 
the 
award 
of 
the 
DSUs 
thereunder 
pursuant 
to 
the 
Grant 
Notice 
and 
this 
Agreement, 
shall 
confer upon the Participant the right to a continued 
service relationship with the Company or any 
Affiliate, or any other entity, 
or affect in any way the right 
of the Company or any such Affiliate, 
or any other 
entity to terminate 
such service relationship 
at any time. 
The grant of 
the DSUs is 
a 
one-time benefit and does not create any contractual or other right 
to receive a grant of Awards or 
benefits in lieu 
of Awards 
in the future. Any 
future Awards 
will be granted 
at the sole 
discretion 
of the Company. 
12.
Notices
. 
All notices 
and other 
communications under 
this Agreement 
shall be 
in 
writing and shall be 
delivered to the parties 
at the following addresses 
(or at such other 
address for 
a party as shall be specified by like notice): 
If to the 
Company, unless otherwise designated by the 
Company in a written 
notice 
to the Participant (or other holder): 
Orchid Island Capital, Inc. 
Attn: Bob Cauley 
 
3305 Flamingo Drive 
 
Vero 
Beach, Florida 32963 
 
If to the Participant, to the address for the Participant indicated on the signature 
page to the Grant Notice (as such address may be updated by the Participant providing written 
notice to such effect to the Company). 

Any notice 
that is 
delivered personally 
or by 
overnight courier 
or telecopier 
in the 
manner provided 
herein shall 
be deemed 
to have 
been duly 
given to 
the Participant 
when it 
is mailed 
by the 
Company 
or, if such 
notice is not mailed 
to the Participant, upon receipt 
by the Participant. Any notice 
that 
is 
addressed and 
mailed 
in 
the 
manner herein 
provided 
shall 
be 
conclusively 
presumed to 
have 
been given to the party 
to whom it is addressed 
at the close of business, 
local time of the recipient, 
on the fourth day after the day it is so placed in the mail. 

13.
Consent 
to 
Electronic 
Delivery; 
Electronic 
Signature
. 
In 
lieu 
of 
receiving 
documents in paper format, the Participant agrees, to the 
fullest extent permitted by law, to accept 
electronic delivery of any documents that the Company may 
be required to deliver (including, but 
not limited to, 
prospectuses, prospectus supplements, 
grant or award 
notifications and agreements, 
account 
statements, 
annual 
and 
quarterly 
reports 
and 
all 
other 
forms 
of 
communications) 
in 
connection with 
this and 
any other 
Award made or offered 
by the 
Company. The Participant 
hereby 






 

 

 

 

 

consents to any and all 
procedures the Company has established or 
may establish for an electronic 
signature system 
for delivery 
and acceptance 
of any 
such documents 
that the 
Company may 
be 
required to deliver, and agrees 
that his or her 
electronic signature is 
the same as, and 
shall have the 
same force and effect as, his or her manual signature. 
14.
Agreement 
to 
Furnish 
Information
. 
The 
Participant 
agrees 
to 
furnish 
to 
the 
Company all information requested by the 
Company to enable it to 
comply with any reporting or 
other requirement imposed upon the Company by or under any applicable statute or regulation. 
15.
Entire Agreement; Amendment
. 
This Agreement, the Grant Notice and 
the Plan 
constitute the entire agreement 
of the parties with regard 
to the subject matter hereof, 
and contains 
all the covenants, 
promises, representations, warranties 
and agreements between 
the parties with 
respect to the DSUs 
granted hereby; provided, however, that the terms 
of this Agreement shall not 
modify 
and 
shall 
be 
subject 
to 
the 
terms 
and 
conditions 
of 
any 
consulting 
and/or 
severance 
agreement between the Company (or 
an Affiliate or other entity) and 
the Participant in effect as of 
the date 
a determination 
is to 
be made 
under this 
Agreement. 
Without 
limiting the 
scope of 
the 
preceding sentence, 
except as 
provided therein, 
all prior 
understandings and 
agreements, if 
any, 
among the parties 
hereto relating to 
the subject matter 
hereof are hereby 
null and 
void and of 
no 
further force and 
effect. 
The Committee may, 
in its sole 
discretion, amend this 
Agreement from 
time to time 
in any manner 
that is 
not inconsistent with 
the Plan; provided, 
however, that 
except 
as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces 
the 
rights 
of 
the 
Participant 
shall 
be 
effective 
only 
if 
it 
is 
in 
writing 
and 
signed 
by 
both 
the 
Participant and an authorized officer of the Company. 
16.
Severability and Waiver
. 
If a court of competent jurisdiction 
determines that any 
provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of 
such 
provision 
shall 
not 
affect 
the 
validity 
or 
enforceability 
of 
any 
other 
provision 
of 
this 
Agreement, and all 
other provisions shall 
remain in full 
force and effect. 
Waiver 
by any party 
of 
any breach of this Agreement or failure to exercise 
any right hereunder shall not be deemed to be 
a waiver 
of any 
other breach 
or right. 
The failure 
of any 
party to 
take action 
by reason 
of such 
breach or 
to exercise 
any such 
right shall 
not deprive 
the party 
of the 
right to 
take action 
at any 
time while or after such breach or condition giving rise to such rights continues. 
17.
Clawback
. 
Notwithstanding any provision in the Grant Notice, this Agreement or 
the Plan to the contrary, to the extent required 
by (a) applicable law, including, without limitation, 
the requirements 
of the 
Dodd-Frank Wall 
Street Reform 
and Consumer 
Protection Act 
of 2010, 
any 
Securities 
and 
Exchange 
Commission 
rule 
or 
any 
applicable 
securities 
exchange 
listing 
standards and/or (b) any policy 
that may be adopted or 
amended by the Board 
from time to time, 
all 
shares 
of 
Common 
Stock 
issued 
hereunder 
shall 
be 
subject 
to 
forfeiture, 
repurchase, 
recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy. 
18.
Governing 
Law
. 
THIS 
AGREEMENT 
SHALL 
BE 
GOVERNED 
BY 
AND 
CONSTRUED 
IN 
ACCORDANCE 
WITH 
THE 
LAWS 
OF 
THE 
STATE 
OF 
MARYLAND 
APPLICABLE TO CONTRACTS 
MADE AND 
TO BE PERFORMED 
THEREIN, EXCLUSIVE 
OF THE CONFLICT OF LAWS PROVISIONS OF MARYLAND 
LAW. 






 

 

 

 

19.
Successors 
and 
Assigns
. 
The 
Company 
may 
assign 
any 
of 
its 
rights 
under 
this 
Agreement without the Participant’s 
consent. 
This Agreement will 
be binding upon 
and inure to 
the benefit of 
the successors 
and assigns 
of the 
Company. 
Subject to 
the restrictions 
on transfer 
set 
forth 
herein 
and 
in 
the 
Plan, 
this 
Agreement 
will 
be 
binding 
upon 
the 
Participant 
and 
the 
Participant's beneficiaries, executors, administrators and the person(s) to whom the DSUs may be 
transferred by will or the laws of descent or distribution. 
20.
Headings
. Headings are for 
convenience only and are 
not deemed to be part 
of this 
Agreement. 
21.
Counterparts
. 
The 
Grant 
Notice 
may 
be 
executed 
in 
one 
or 
more 
counterparts, 
each of 
which shall 
be deemed 
an original 
and all 
of which 
together shall 
constitute one 
instrument. 

Delivery of an executed counterpart 
of the Grant Notice by 
facsimile or portable document format 
(.pdf) 
attachment 
to 
electronic 
mail 
shall 
be 
effective 
as 
delivery 
of 
a 
manually 
executed 
counterpart of the Grant Notice. 
22.
Section 409A
. Notwithstanding anything 
herein or in 
the Plan to 
the contrary, 
the 
DSUs granted 
pursuant to this 
Agreement are 
intended to comply 
with the applicable 
requirements 
of Section 
409A, as 
amended from 
time to 
time, and 
the guidance 
and regulations 
promulgated 
thereunder 
and 
successor 
provisions, 
guidance 
and 
regulations 
thereto 
(the 
“
Nonqualified 
Deferred Compensation Rules
”) and shall 
be construed and 
interpreted in accordance 
with such 
intent. 
If 
the 
Participant 
is 
deemed 
to 
be 
a 
“specified 
employee” 
within 
the 
meaning 
of 
the 
Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the 
Participant becomes 
eligible for 
settlement of 
the DSUs 
upon the 
Participant’s 
“separation from 
service” within the meaning of the Nonqualified Deferred Compensation Rules, then 
to the extent 
necessary 
to 
prevent 
any 
accelerated 
or 
additional 
tax 
under 
the 
Nonqualified 
Deferred 
Compensation Rules, 
such settlement 
will be 
delayed until 
the earlier 
of: (a) 
the date 
that is 
six 
months 
following 
the 
Participant’s 
separation 
from 
service 
and 
(b) 
the 
Participant’s 
death. 

Notwithstanding the 
foregoing, the 
Company and 
its Affiliates 
make no 
representations that 
the 
DSUs provided 
under this 
Agreement are 
compliant with 
the Nonqualified 
Deferred Compensation 
Rules and 
in no 
event shall 
the Company 
or any 
Affiliate be 
liable for 
all or 
any portion 
of any 
taxes, penalties, 
interest or 
other expenses 
that may 
be incurred 
by the 
Participant on 
account of 
non-compliance with the Nonqualified Deferred Compensation Rules. 






 

 

 

 

EXHIBIT B 
DEFERRED STOCK UNITS 
DEFERRAL ELECTION FORM 
Please complete this Deferred Stock Units Deferral Election Form (the “
DSU Election Form
”) 
and return a signed copy to Bob Cauley no later than 5:00pm EST on December 31, 2021 (the 
“
Election Deadline
”). 

Name: 
______________________________________ 
NOTE: This DSU Election Form will apply to all grants of Deferred Stock Units (the 
“
DSUs
”) you may receive from Orchid Island Capital, Inc. (the “
Company
”) on and after 
January 1, 2022 until such time as a new signed DSU Election Form is received by the 
Company.
 
Any new signed DSU Election Form must be received by the Company no later 
than December 31 of the calendar year preceding the calendar in which it is intended to 
apply. 
1. 
Settlement of DSUs 
In making this election, the following rules apply: 

●
Unless 
otherwise specified, 
capitalized terms 
used 
but 
not 
defined in 
this 
DSU 
Election 
Form shall 
have the 
meaning attributed 
to them 
in the 
Deferred Stock 
Unit Grant 
Notice 
(the “
Grant Notice
”), the Deferred 
Stock Unit Agreement 
(the “
Agreement
”) or the 
Orchid 
Island Capital, 
Inc. 2021 
Equity Incentive 
Plan, as 
amended from 
time to 
time (the 
“
Plan
”), 
as applicable. 

●
You must complete this DSU 
Election Form 
by the Election 
Deadline and select 
a payment 
date on 
which you 
will receive 
the shares 
of Common 
Stock underlying 
the DSUs. 
You 
must 
complete 
this 
DSU 
Election 
Form 
even 
if 
you 
want 
the 
shares 
of 
Common 
Stock 
underlying your DSUs to be paid to you at the default time specified in the Agreement. 

●
Notwithstanding the 
foregoing, if 
you fail 
to complete 
and timely 
submit this 
DSU Election 
Form, the 
shares of 
Common Stock 
underlying your 
DSUs will 
be paid 
to you 
at the 
default 
time specified in the Agreement. 

2. 
Deferral Election 
I hereby irrevocably elect to receive the shares of Common Stock issuable pursuant 
to any DSUs granted to me under the Plan or any successor plan thereto in 2022 and any 
future calendar years, until such time as a new signed DER Election Form is received by 
the Company, upon the earlier to occur of my death, disability (as defined in Treasury 
Regulation Section 1.409A-3(i)(4)), a Change in Control, or
 
(
select only one of the following
):
 

☐
 
(a) 
The default time specified in the Agreement. 






 

 

 

 

☐
 
(b) 
The 
date 
I 
incur 
a 
separation 
from 
service 
with 
the 
Company, 
determined 
in 
accordance 
with 
the 
Company’s 
written 
and 
generally 
applicable 
policies. 
☐
 
(c) 
The 
anniversary of the 
date of 
I incur a 
separation from 
service with the 
Company, 
determined in accordance 
with the Company’s 
written 
and generally applicable policies. 
☐
 
(d) 
As soon as 
administratively feasible following 
________________ 
___, _____ (
insert applicable date
). 
3. 

Signature
I understand that my rights to the shares of Common Stock underlying the DSUs are 
subject to the rights of the general creditors of the Company in the event of its insolvency. 

I further understand that this DSU Election Form will become effective and irrevocable as of 
5:00pm EST on December 31, 2021, which is the Election Deadline. 
Once I have elected the 
time of settlement of my DSUs by filing this completed DSU Election Form, I understand 
that (a) the settlement election will be irrevocable and (b) the settlement election will 
control over any contrary payment time or event specified in Section 4 of the Agreement. 

I 
acknowledge that, if I do not complete and timely submit this DSU Election Form, the shares of 
Common Stock underlying my DSUs will be paid to me at the default time specified in the 
Agreement.
By executing this DSU Election Form, I hereby acknowledge my understanding of, and 
agreement with, the terms and provisions set forth in this DSU Election Form, the Grant Notice, 
the Agreement and the Plan. 

PARTICIPANT 
 

 
Name: 

Date: 

 

 

 







 

 

 

 

EXHIBIT C 
DIVIDEND EQUIVALENTS 
DEFERRAL ELECTION FORM 
Please complete this Dividend Equivalents Deferral Election Form (the “
DER Election Form
”) 
and return a signed copy to Bob Cauley no later than 5:00pm EST on December 31, 2021 (the 
“
Election Deadline
”). 

Name: 
______________________________________ 
NOTE: This DER Election Form will apply to all Dividend Equivalents you may receive 
from Orchid Island Capital, Inc. (the “
Company
”) pursuant to an award of Deferred Stock 
Units on and after January 1, 2022 until such time as a new signed DER Election Form is 
received by the Company. Any new signed DSU Election Form must be received 
by the 
Company no later than December 31 of the calendar year preceding the calendar in which 
it is intended to apply. 
1. 
Settlement of Dividend Equivalents 
In making this election, the following rules apply: 

●
Unless 
otherwise specified, 
capitalized terms 
used 
but 
not 
defined in 
this 
DER 
Election 
Form shall 
have the 
meaning attributed 
to them 
in the 
Deferred Stock 
Unit Grant 
Notice 
(the “
Grant Notice
”), the Deferred 
Stock Unit Agreement 
(the “
Agreement
”) or the 
Orchid 
Island Capital, 
Inc. 2021 
Equity Incentive 
Plan, as 
amended from 
time to 
time (the 
“
Plan
”), 
as applicable. 

●
You must complete this DER 
Election Form 
by the Election 
Deadline and select 
a payment 
date on which you will receive the Dividend Equivalents (or the shares of Common Stock 
underlying any 
reinvested Dividend 
Equivalents). You 
must complete 
this DER 
Election 
Form 
even 
if 
you 
want 
the 
Dividend 
Equivalents 
to 
be 
paid 
to 
you 
at 
the 
default 
time 
specified in the Agreement. 

●
Notwithstanding the 
foregoing, if 
you fail 
to complete 
and timely 
submit this 
DER Election 
Form, 
the 
Dividend 
Equivalents 
will 
be 
paid 
to 
you 
at 
the 
default 
time 
specified 
in 
the 
Agreement. 

2. 
Deferral Election 
I hereby irrevocably elect to receive _____% of the Dividend Equivalents (or the 
shares of Common Stock underlying any reinvested Dividend Equivalents)
issuable 
pursuant to any Deferred Stock Units granted to me under the Plan or any successor plan 
thereto in 2022 and any future calendar years (the “Deferred Dividend Equivalents”), until 
such time as a new signed DER Election Form is received by the Company, upon the 






 

 

earlier to occur of my death, disability (as defined in Treasury 
Regulation Section 1.409A-
3(i)(4)), a Change in Control, or
 
(
select only one of the following
):
 

☐
 
(a) 
The 
date 
I 
incur 
a 
separation 
from 
service 
with 
the 
Company, 
determined 
in 
accordance 
with 
the 
Company’s 
written 
and 
generally 
applicable 
policies. 
☐
 
(b) 
The 
anniversary of the 
date of 
I incur a 
separation from 
service with the 
Company, 
determined in accordance 
with the Company’s 
written 
and generally applicable policies. 
☐
 
(c) 
As soon as 
administratively feasible following 
________________ 
___, _____ (
insert applicable date
). 
For 
the 
avoidance 
of 
doubt, 
if 
less 
than 
100% 
of 
the 
Dividend 
Equivalents 
(or 
the 
shares 
of 
Common 
Stock 
underlying 
any 
reinvested 
Dividend 
Equivalents) 
are 
Deferred 
Dividend 
Equivalents 
pursuant 
to 
this 
Section 
2 
of 
the 
DER 
Election 
Form, 
then 
any 
Dividend Equivalents (or 
the shares of 
Common Stock underlying 
any reinvested Dividend 
Equivalents) 
that 
are 
not 
Deferred 
Dividend 
Equivalents 
will 
be 
paid 
at 
the 
default 
time 
specified in the Agreement. 

3. 

Signature
I understand that my rights to the Deferred Dividend Equivalents are subject to the rights 
of the general creditors of the Company in the event of its insolvency. 

I further understand 
that this DER Election Form will become effective and irrevocable as of 5:00pm EST on 
December 31, 2021, which is the Election Deadline. 
Once I have elected the time of settlement 
of my Deferred Dividend Equivalents by filing this completed DER Election Form, I 
understand that (a) the settlement election will be irrevocable and (b) the settlement 
election will control over any contrary payment time or event specified in Section 3 of the 
Agreement for the Deferred Dividend Equivalents. 

I acknowledge that, if I do not complete 
and timely submit this DER Election Form, none of the Dividend Equivalents (or the shares of 
Common Stock underlying any reinvested Dividend Equivalents) will become Deferred 
Dividend Equivalents and all Dividend Equivalents (or the shares of Common Stock underlying 
any reinvested Dividend Equivalents) will be paid to me at the default time specified in the 
Agreement.






 

 

By executing this DER Election Form, I hereby acknowledge my understanding of, and 
agreement with, the terms and provisions set forth in this DER Election Form, the Grant Notice, 
the Agreement and the Plan. 

PARTICIPANT 
 

 
Name: 

Date: