orc10K20211231x1020






 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.20
ORCHID ISLAND CAPITAL, INC. 

DIRECTOR CASH COMPENSATION 
DEFERRAL ELECTION FORM 
By completing this form, you irrevocably elect to receive the payment of any cash compensation 
from retainers, meeting fees or committee fees (collectively “
Cash Compensation
”) that may be 
paid to you by Orchid Island Capital, Inc. (the “
Company
”) in 2022, and if applicable for future 
years as described below, in the form specified below. 
Please complete this Cash Compensation 
Deferral Election Form and return a signed copy to Bob Cauley no later than 5:00 p.m. EST on 
December 31, 2021 (the “
Election Deadline
”). 
All terms not defined herein are defined in the 
Exhibit A Definitions
. 

Name: 
______________________________________ 
NOTE: This Cash Compensation Deferral Election Form will apply to all Cash 
Compensation you may receive from the Company on and after January 1, 2022 until such 
time as a new signed Cash Compensation Deferral Election Form is received by the 
Company.
 
Any new signed Cash Compensation Deferral Election Form must be received 
by the Company no later than December 31 of the calendar year preceding the calendar 
year in which it is intended to apply. 
STEP 1: FORM OF COMPENSATION 
You 
may select one or any combination of the following payment options for Cash 
Compensation that you will earn in calendar year 2022, and if applicable for future years. 
The 
payment options include “
Current Cash
” (
i.e.
, paid in cash pursuant to the Company’s normal 
schedule for payment); “
Deferred Cash
” (
i.e.
, paid in cash at the time elected in 
STEP 3
 
below) 
and “
Deferred Stock Units
” (
i.e.
, paid as a number of shares of the Company’s common stock 
equal to the number of Deferred Stock Units as provided under the separate Deferred Stock Units 
Deferral 
Election Form). 

The percentage of your Cash Compensation allocated to the various options must equal 100%. 

Any amounts not allocated will be deemed to have been elected to be paid in the form of Current 
Cash. 

I irrevocably elect for my Cash Compensation to be allocated as follows: 
Indicate the 
percentage (in 1% 
increments) that you 
designate for receipt 
of Cash 
Compensation earned 
for 2022, and if 
Current 

Cash 

(paid in cash pursuant to 
the Company’s 
normal 
schedule for payment)
Deferred 

Cash 
(invested in selected fund 
set forth below in 
STEP 
3
) 
Deferred Stock Units 
(“DSUs”) 
(paid in DSUs pursuant 
to a separate election 
form)
 

________________% 
 

_______________% 
______________% 






 

 

 

 

 

 

 

 

 

 

 

 

 

applicable for future 
years. 
Deferred Cash Election 
If you elected Deferred Cash in 
STEP 1
, please review and complete 
STEPS 2, 3 and 4
 
below. 
DSUs 
If you elected DSUs in 
STEP 1
, please complete the separate Deferred Stock Units Deferral 
Election Form and Dividend Equivalents Deferral Election Form, if applicable, provided by the 
Company and review and complete 
STEP 4
 
below. 

The number of DSUs granted as a result of your deferral election will be equal to (1) the amount 
of your Deferred Cash elected above, divided by (2) the Fair Market Value 
of the Company’s 
common stock on the DSU grant date. 
Please note that the DSUs you will receive pursuant to 
this election will be granted as provided in the grant agreement and Deferred Stock Units 
Deferral Election Form and settled in the Company’s common stock only if at the time of grant 
the Company determines there will be shares available at the time of settlement. 
If the Company 
determines that shares will not be available at settlement, then the DSUs shall be settled in cash. 

Any associated dividend equivalents will be governed by the grant agreement and the separate 
Dividend Equivalents Deferral Election Form, if applicable. 

STEP 2: ESTABLISHMENT OF ACCOUNT AND INVESTMENT OPTIONS 
If you elected Deferred Cash in 
STEP 1
, the Company will establish a bookkeeping account in 
your name (your “
Account
”) and may establish one or more Accounts as it determines are 
necessary. 
Funds shall not actually be invested in the investment options available below, and 
you will not have any real or beneficial ownership in any investment option. Your 
Account is 
solely a device for the measurement and determination of the amounts to be paid to you pursuant 
to this Cash Compensation Deferral Election Form and shall not constitute or be treated as a trust 
fund of any kind. 
You 
must elect to notionally invest your funds in one of the three investment 
options below, and all fund distributions with respect to the investment options below will be 
deemed to be reinvested. 

I elect for my Deferred Cash to be deemed to be invested in the following investment option 
(
Choose one
): 
_____Vanguard 
Short-Term Treasury 
Index Fund (VGSH); OR 
_____Va 
nguard Total Bond Market Fund (BND); OR 
_____Vanguard 
Total Equity Stock 
Market Index Fund (VTI). 
STEP 3: DISTRIBUTION ELECTION 







 

 

If you elected Deferred Cash in 
STEP 1
, you must specify when and in what form you want to 
receive payment for your 2022 Cash Compensation, and if applicable for future years. 

I hereby irrevocably elect to receive my 2022 Cash Compensation, and if applicable for future 
years, 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
) (each such 
date a “
Payment Event
”):
 

☐
 
(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
). 

I hereby irrevocably elect to receive my Cash Compensation in the form below: 
☐
 
(a) 
Lump Sum; OR 
☐
 
(b) 
Annual Installments. 
 
_________ (
Specify number of annual installments; must be 2-15 years
). 
Except as provided below, payments hereunder shall be made or commence on the Scheduled 
Payment Date following a Payment Event. The deferral under this Cash Compensation Deferral 
Election Form is intended to comply with the applicable requirements of Code 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 
you are deemed to be a “specified employee” within the meaning of the Nonqualified Deferred 
Compensation Rules, as determined by the Committee (as defined below), at a time when you 
become eligible for payment upon your 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 
payment will be delayed until the earlier of: (a) the date that is six months following your 
Separation from Service and (b) your death. 
Notwithstanding the foregoing, the Company and 
its affiliates make no representations that the deferral is 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 you on 
account of non-compliance with the Nonqualified Deferred Compensation Rules. 

STEP 4: GENERAL PROVISIONS, SIGNATURE AND AUTHORIZATION 
GENERAL PROVISIONS






Administration
. 
This Cash Compensation Deferral Election Form will be administered by the 
Compensation Committee of the Board of Directors (the “
Committee
”) of the Company. 
The 
Committee will have sole and absolute discretion regarding the exercise of its powers and duties 
under this Cash Compensation Deferral Election Form, including the following powers and 
duties: 
●
To 
direct 
the 
administration 
of 
the 
Cash 
Compensation 
Deferral 
Election 
Form 
in 
accordance with the provisions herein set forth; 
●
To 
adopt rules 
of procedure 
and regulations 
necessary for 
the administration 
of the 
Cash 
Compensation Deferral Election Form; 
●
To 
determine 
all 
questions 
with 
regard 
to 
your 
rights 
under 
the 
Cash 
Compensation 
Deferral Election Form; 
●
To 
furnish the Company 
with information that 
the Company may 
require for tax 
or other 
purposes; 
●
To 
engage the service of 
counsel (who may, 
if appropriate, be counsel 
for the Company), 
actuaries, and agents whom 
it may deem advisable 
to assist it 
with the performance of 
its 
duties; 
●
To prescribe procedures to be followed in obtaining benefits; 
●
To 
receive 
information 
as 
is 
necessary 
for 
the 
proper 
administration 
of 
the 
Cash 
Compensation Deferral Election Form; 
●
To establish and maintain, or cause to be maintained, the individual Accounts 
described in 
STEP 2
 
above; 
●
To 
create 
and 
maintain 
such 
records 
and 
forms 
as 
are 
required 
for 
the 
efficient 
administration of the Plan; and 
●
To 
exercise such 
other powers 
and perform 
such other 
duties as 
it may 
deem necessary, 
desirable, 
advisable 
or 
proper 
for 
the 
supervision 
and 
administration 
of 
the 
Cash 
Compensation Deferral Election Form. 

Funding and Creditor Status
. 
Benefits hereunder will be funded solely by the Company. 

Benefits will constitute an unfunded general obligation of the Company, but the Company may, 
in its discretion, create reserves, funds and/or provide for amounts to be held in trust to fund such 
benefits on its behalf. 
Payment of benefits may be made by the Company, any trust established 
by the Company or through a service or benefit provider to the Company or such trust. 
You 
will 
be a general unsecured creditors of the Company with respect to the payment of any amounts 
hereunder. 






 

 

No Reduction of Company Rights
. 
Nothing contained in this Cash Compensation Deferral 
Election Form will be construed as a right of any director to be renominated to serve as a 
director. 

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. 
SIGNATURE AND ACKNOWLEDGEMENT 
I understand that my rights to payment hereunder are subject to the rights of the general 
creditors of the Company in the event of its insolvency. 
I further understand that this Cash 
Compensation Election Form will become effective and irrevocable as of 5:00 p.m. EST on 
December 31, 2021, which is the Election Deadline. 
Once I have elected the form and time of 
payment of my Cash Compensation by filing this completed Cash Compensation Election 
Form, I understand that my election will be irrevocable. 
I acknowledge that, if I do not 
complete and timely submit this Cash Compensation Election Form, my Cash Compensation will 
be paid to me pursuant to the Company’s normal schedule for payment.
By executing this Cash Compensation Election Form, I hereby acknowledge my understanding 
of, and agreement with, the terms and provisions set forth in this Cash Compensation Election 
Form and the Deferred Stock Units Deferral Election Form and Dividend Equivalents Deferral 
Election Form, 
as applicable. 

DIRECTOR 
 

 
Name: 

Date: 

 







EXHIBIT A 
DEFINITIONS 
1. 
“
Change in Control
” means a change in control of the Company which will be 
deemed to have occurred after the date hereof if: 

(a) 
any “person” as such term is used in Section 3(a)(9) of the Securities 
Exchange Act of 1934, as amended (the “Exchange Act”), as modified and used in 
Sections 13(d) and 14(d) thereof except that such term shall not include (A) the Company 
or any of its subsidiaries, (B) any trustee or other fiduciary holding securities under an 
employee benefit plan of the Company or any of its affiliates, (C) an underwriter 
temporarily holding securities pursuant to an offering of such securities, (D) any 
corporation owned, directly or indirectly, by the stockholders of the Company in 
substantially the same proportions as their ownership of the Company’s common stock, 
or (E) any person or group as used in Rule 13d-1(b) under the Exchange Act, is or 
becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange 
Act, directly or indirectly, of securities of the Company representing more than 50% of 
the combined voting power of outstanding Company securities; 
(b) 
during any period of two (2) consecutive years, individuals who at the 
beginning of such period constitute the Board of Directors of the Company (the “Board”), 
and any new director (other than (i) a director designated by a person who has entered 
into an agreement with the Company to effect a transaction described in clause (a), (c) or 
(d) hereof or (ii) a director whose initial assumption of office is in connection with an 
actual or threatened election contest, including but not limited to a consent solicitation, 
relating to the election of directors of the Company) whose election by the Board or 
nomination for election by the Company’s stockholders was approved by a vote of at 
least two-thirds (2/3) of the directors then still in office who either were directors at the 
beginning of the period or whose election or nomination for election was previously so 
approved, cease for any reason to constitute at least a majority thereof; 
(c) 
there is consummated a merger or consolidation of the Company or any 
direct or indirect subsidiary of the Company with any other corporation, other than a 
merger or consolidation in which the holders of Company voting securities immediately 
before the merger or consolidation continue to own more than 50% or more of the 
combined voting power of the Company or the surviving entity in the merger or 
consolidation or any parent thereof outstanding immediately after such merger or 
consolidation; or 
(d) 
there is consummated an agreement for the sale or disposition by the 
Company of all or substantially all of the Company’s assets (or any transaction having a 
similar effect, including a liquidation) other than a sale or disposition by the Company of 
all or substantially all of the Company’s assets to an entity, 
more than fifty percent (50%) 
of the combined voting power and common stock of which is owned by stockholders of 
the Company in substantially the same proportions as their ownership of the common 
stock of the Company immediately prior to such sale. 






If a Change in Control (as defined in clauses (a) through (d) above) constitutes a payment 
event under this Cash Compensation Deferral Election Form and such payment is subject 
to Section 409A of the Code, no payment will be made under that award on account of a 
Change in Control unless the event described in clause (a), (b), (c) or (d) above, as 
applicable, constitutes a “change in control event” as defined in Section 409A of the 
Code. 
2. 
“
Code
” means the Internal Revenue Code of 1986, as amended. 
3. 
“
Fair Market Value
” means as defined in the Orchid Island Capital, Inc. 2021 
Equity Incentive Plan, as amended from time to time. 
4. 
“
Scheduled Payment Date
” means as soon as administratively practicable 
following the payment date selected in the Cash Compensation Deferral Election Form. 
5. 
“
Separation from Service
” means the date that a director ceases to provide 
services to the Company as a member of the Board of Directors; provided, however, that the 
event constitutes a “separation from service” within the meaning of Treasury Regulation Section 
1.409A-1(h) as defined by Section 409A of the Code.