exv10w3



 






EXHIBIT 10.3




CAPSTEAD MORTGAGE CORPORATION



NONQUALIFIED STOCK OPTION AGREEMENT

FOR EMPLOYEES



     THIS AGREEMENT, made as of this [___] day of [___], 20[___], (hereinafter called the “Date
of Grant”) between Capstead Mortgage Corporation, a Maryland corporation (hereinafter called the
“Company”), and [___] (hereinafter called the “Optionee”):



R E C I T A L S:




     The Company has adopted the [1997][2004] Flexible Long Term Incentive Plan (the “Plan”), which
Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan.



     The Company has determined that it is in the best interests of the Company and its
stockholders to grant the Optionee the option provided for in this Agreement pursuant to the Plan
on the terms set forth therein as an inducement to enter into or remain in the employment of the
Company or one of its Affiliates, to enable the Optionee to participate in the long-term growth and
financial success of the Company and as an increased incentive to contribute to the Company’s
future success and prosperity.



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:



     1. Grant of the Option. The Company hereby grants to the Optionee the right and
option to purchase, on the terms and conditions hereinafter set forth, [___] Shares (the
“Option”). The purchase price of the Shares subject to this Option shall be $[___] per Share (the
“Exercise Price”). The Option is not intended to be treated as an option that complies with
Section 422 of the Code or any successor provision thereto.



     2. Option Term. The term of the Option shall begin immediately and continue until the
tenth anniversary of the Date of Grant, subject to earlier termination as hereinafter provided.



     (a) If the Optionee ceases to be an officer or employee of the Company or any Affiliate by
reason of the Optionee’s discharge for cause, all rights of the Optionee to exercise the Option
shall terminate, lapse and be forfeited immediately at the time of the Optionee’s discharge for
cause.



     (b) If the Optionee ceases to be an employee of the Company or any Affiliate by reason of
death, the personal representatives, heirs, legatees or distributees of the



 









 




Optionee, as appropriate, shall have the right to exercise the Option up to the earlier of (i)
six months from the Optionee’s death or (ii) the remaining term of the Option.




     (c) If the Optionee ceases to be an employee of the Company or any Affiliate by reason of the
Optionee’s resignation, Retirement, Disability or for any reason other than the Optionee’s death or
discharge for cause, all rights of the Optionee to exercise the Option shall terminate, lapse, and
be forfeited upon the earlier of (i) six months after the date of the Optionee’s termination of
employment by reason of such employee’s resignation, Retirement, Disability or such other reason or
(ii) the remaining term of the Option, except that in case the Optionee shall die within six months
after the date of termination of employment by reason of such employee’s resignation, Retirement,
Disability or such other reason, the personal representatives, heirs, legatees or distributees of
the Optionee, as appropriate, shall have the right up to an additional three months from the date
of the Optionee’s death to exercise the Option.



     3. Vesting of Stock Options.



     (a) The Options shall vest (become nonforfeitable) in accordance with the schedule set forth
below:



	 	 	 	 	 
	 	 	Percentage of Shares	 	Cumulative
	Date	 	Vested on Specified Date	 	Percentage of Shares
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]





provided, however, that notwithstanding the foregoing schedule, and except as otherwise provided
below in paragraphs (b), (c), (d) or (e) below, no additional Options shall vest after:





     (i) termination of Optionee’s employment with the Company or any Affiliate for any
reason (including voluntary and involuntary discharge, Disability or Retirement), in which
case the Optionee shall, at the time of termination, forfeit all right, title and interest
in and to any Options not then vested;




     (ii) an Optionee working full-time at the Date of Grant reduces his/her scheduled
hours worked per week below a standard 40-hour work week, in which case the Optionee shall,
at the time of such reduction and subject to management’s discretion, forfeit all right,
title and interest in and to any Options not then vested; or




     (iii) an Optionee working part-time at the Date of Grant reduces his/her scheduled
hours worked per week below a standard 20-hour work week, in which case the Optionee shall,
at the time of such reduction and subject to management’s discretion, forfeit all right,
title and interest in and to any Options not then vested.



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     (b) If the Optionee ceases to be an employee of the Company or any Affiliate by reason of
death, the personal representatives heirs, legatees or distributees of the Optionee, as
appropriate, shall become fully vested in the Option effective on the date of the Optionee’s death
and shall have the immediate right to exercise the Option to the extent not previously exercised.



     (c) In the event of the dissolution or liquidation of the Company, the Option shall terminate
as of a date to be fixed by the Board; provided, however, that not less than 30 days’ written
notice of the date so fixed shall be given to the Optionee and the Optionee shall be fully vested
in and shall have the right during such period to exercise the Option even though the Option would
not otherwise be exercisable under the Vesting Schedule. At the end of such period, any
unexercised portion of the Option shall terminate and be of no further effect.



     (d) In the event of a Reorganization:




     (1) If there is no plan or agreement respecting the Reorganization or if such plan or
agreement does not specifically provide for the change, conversion or exchange of the
Shares under the unexercised portion of the Option for other securities, then the
provisions of the above paragraph (c) of this Section 3 shall apply as if the Company had
dissolved or been liquidated on the effective date of the Reorganization; or




     (2) If there is a plan or agreement respecting the Reorganization and if such plan or
agreement specifically provides for the change, conversion or exchange of the Shares under
the unexercised portion of the Option for securities of another corporation, then the Board
shall adjust the Shares under the unexercised portion of the Option in a manner not
inconsistent with the provisions of such plan or agreement for the adjustment, change,
conversion or exchange of such Shares and the Option.



     (e) In the event of a Change in Control of the Company, the Option shall become fully vested
and immediately exercisable.



     4. Exercise of the Option.



     (a) This Option may be exercised as to Shares only in amounts and at intervals of time
specified in this Agreement. Each exercise of the Option, or any part thereof, shall be evidenced
by a notice in writing to the Company. The Exercise Price of the Shares as to which the Option
shall be exercised shall be paid in full at the time of exercise, and may be paid to the Company
either:




     (1) in cash (including check, bank draft or money order); or




     (2) by the delivery of Shares having a Fair Market Value equal to the aggregate
Exercise Price; provided, however, that such Shares, if acquired by the



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exercise of an Option shall have been owned by the Optionee for more than six months
prior to exercise; or




     (3) by a combination of cash and Shares as described above; or




     (4) by arrangement with a broker acceptable to the Committee in which payment of the
Exercise Price is made pursuant to an irrevocable direction from the Optionee to the broker
to deliver the Company proceeds from the sale of the option Shares in an amount equal to
the exercise price of the Shares.



     (b) The amount, as determined by the Committee, of any federal, state or local tax required to
be withheld by the Company due to the exercise of the Option granted hereunder shall be satisfied
either (i) by payment by the Optionee to the Company of the amount of such withholding obligation
in cash or (ii) through either the retention by the Company of a number of shares out of the Shares
being acquired through the exercise of the Option granted hereunder or the delivery of already
owned Shares having a Fair Market Value equal to the amount of the withholding obligation. The
cash payment or the amount equal to the Fair Market Value of the Shares so withheld, as the case
may be, shall be remitted by the Company to the appropriate taxing authorities.



     (c) The Optionee shall not have any of the rights of a stockholder of the Company with respect
to the Shares covered by this Agreement except to the extent that one or more certificates of such
Shares shall have been delivered to the Optionee, or the Optionee has been determined to be a
stockholder of record by the Company’s Transfer Agent, upon due exercise of the Option granted
hereunder.



     5. No Right to Continued Employment. This Agreement shall not confer on the Optionee
any right to continue serving as an employee of the Company nor shall this Agreement limit in any
way the Company’s right to terminate or change the terms of the Optionee’s employment.



     6. Adjustments Upon Changes in Capitalization or Reorganization. The number of Shares
subject to the Option shall be adjusted from time to time as follows:



     (a) Subject to any required action by stockholders, the number of Shares subject to the option
granted hereunder, and the Exercise Price, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares of the Company resulting from a subdivision or
consolidation of Shares or the payment of a stock dividend (but only in Shares) or any other
increase or decrease in the number of Shares effected without receipt of consideration by the
Company.



     (b) Subject to any required action by stockholders, if the Company shall be the surviving
corporation in any Reorganization, merger or consolidation, the Option granted hereunder shall
pertain to and apply to the securities to which a holder of the number of Shares subject to the
Option granted hereunder would have been entitled, and if a plan or agreement reflecting any such
event is in effect that specifically provides for the change,



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conversion or exchange of Shares, then any adjustment to Shares subject to the Option granted
hereunder shall not be inconsistent with the terms of any such plan or agreement.




     (c) In the event of a change in the Shares of the Company as presently constituted, which is
limited to a change of par value into the same number of Shares with a different par value or
without par value, the Shares resulting from any such change shall be deemed to be the Shares
within the meaning of the Plan.



     To the extent that the foregoing adjustments relate to stock or securities of the Company,
such adjustments shall be made by the Board, whose determination shall be final, binding and
conclusive.



     Except as otherwise specifically provided in this Agreement, the Optionee shall have no rights
by reason of any subdivision or consolidation of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, reorganization, merger or consolidation or spin-off of
assets or stock of another corporation, and any issued by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares
subject to the Option granted hereunder.



     7. Non-Transferability of the Option. This Agreement, and the Option granted
hereunder, shall not be transferable otherwise than by will or the laws of descent and distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee; provided, however,
that this Agreement, and the Option granted hereunder, may be transferred to one or more members of
the immediate family of the Optionee or to a trust for the benefit of such person or as directed
under a qualified domestic relations order. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of this Agreement and the Option granted hereunder contrary to
the provisions hereof, or the levy of any execution, attachment or similar process upon this
Agreement, and the Option granted hereunder, shall be null and void and without effect.



     8. Compliance with Securities and other Laws. In no event shall the Company be
required to issue Shares under the Option granted hereunder, if the issuance thereof would
constitute a violation of applicable federal or state securities laws or regulations or a violation
of any other law or regulation of any governmental or regulatory agency or authority or any
national securities exchange. As a condition to any issuance of Shares, the Company may place
legends on shares, issue stop transfer orders and require such agreements or undertakings as the
Company may deem necessary or advisable to assure compliance with any such laws or regulations,
including, if the Company or its counsel deems it appropriate, representations from the Optionee
that the Optionee is acquiring the Shares solely for investment and not with a view to distribution
and that no distribution of the Shares will be made unless such shares are registered pursuant to
applicable federal and state securities laws, or in the opinion of counsel of the Company, such
registration is unnecessary.



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     9. Issuance of Shares. Upon the Company’s determination that the Option granted
hereunder has been validly exercised as to any of the Shares, the Committee shall, at its sole
discretion, cause the Secretary of the Company to issue certificates in the Optionee’s name for
such Shares. The Company shall not be liable to the Optionee for damages relating to any delays in
issuing the certificates, if any, to the Optionee, any loss of the certificates, or any mistakes or
errors in the issuance of the certificates or in the certificates themselves.



     10. Alternative Award for Cancellation of the Option. For purposes of this Agreement,
the payment to the Optionee of an alternative award or an amount in cash pursuant to the terms of
Section 16 of the Plan in consideration of the cancellation of the Option granted hereunder shall
extinguish any rights of the Optionee in connection with this Agreement.



     11. Notices. Any notice necessary under this Agreement shall be in writing, signed by
the party giving or making the same, and addressed (a) to the Company in the care of its President
or Secretary at the principal executive office of the Company in Dallas, Texas, (b) to the Optionee
at the address appearing in the personnel records of the Company for such Optionee or (c) to either
party at such other address as either party hereto may hereafter designate in writing to the other.
Except as otherwise provided herein, any such notice shall be deemed effective upon receipt
thereof by the addressee.



     12. Choice of Law. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND.



     13. Option Subject to Plan. The Option is subject to the Plan. The terms and
provisions of the Plan as it may be amended from time to time are hereby incorporated herein by
reference. In the event of a conflict between any term or provision contained herein and a term or
provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.



     14. Amendment of Agreement. This Agreement may be amended, altered, suspended,
discontinued or terminated by the Committee; provided that no such amendment, alteration,
suspension or termination shall materially impair the rights of the Optionee hereunder without the
consent of the Optionee.



     15. Administration of Plan and Agreement. Any determinations or decisions made or
actions taken arising out of or in connection with the interpretation and administration of the
Plan and this Agreement by the Committee shall be final and conclusive.



     16. Execution in Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes and both of which taken together shall
constitute but one and the same instrument.



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[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.
By execution of this Agreement the Optionee acknowledges receipt of a copy of the Plan, the
Company’s Annual Report on Form 10-K for the year ended December 31, 20[___] and the informational
supplement required by Rule 428(b)(1) under the Securities Act of 1933.



	 	 	 	 	 
	 	 	CAPSTEAD MORTGAGE
 CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 	 	 
	 

	 	 	 	Andrew F. Jacobs
	 

	 	 	 	President and Chief Executive
	 	 	Officer
	 
	 	 	 	 
	 	 	[OPTIONEE]
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	[                                        ]






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CAPSTEAD MORTGAGE CORPORATION



RESTRICTED STOCK AGREEMENT

FOR EMPLOYEES



     THIS AGREEMENT made and entered into as of the [___] day of [___], 20[___] (hereinafter called
the “Award Date”), by and between Capstead Mortgage Corporation, a Maryland corporation (the
“Company”), and [___] (the “Grantee”).



     WHEREAS, the Company, having determined that its interests will be advanced by providing an
incentive to the Grantee to increase the performance of the Company and its Affiliates, has awarded
to the grantee a restricted stock award conditioned upon the execution by the Company and the
Grantee of a Restricted Stock Agreement.



     THEREFORE, in consideration of the mutual promise(s) and covenant(s) contained herein, the
parties hereby agree as follows:



     SECTION 1. GRANT.



     1.1 Grant and Acceptance. Pursuant to the [___], 20[___] authorization to grant
shares of restricted stock to the current employees, the Company does hereby grant and transfer to
the Grantee, for no cash consideration from the Grantee, and the Grantee does hereby accept from
the Company, an aggregate of [___] shares (the “Award Shares”) of the Common Stock, $0.01 par
value per share, of the Company (the “Common Stock”) according to the terms and conditions and
subject to the restrictions hereinafter set forth.



     1.2 Effect of Plan. The Award Shares shall constitute Restricted Stock and this grant
shall constitute an Award, each as defined in the Company’s [1997][2004] Flexible Long Term
Incentive Plan (the “Plan”). This Agreement is expressly subject to the terms and provisions of
the Plan and in the event there is a conflict between the terms of the Plan and this Agreement, the
terms of the Plan shall control. All undefined capitalized terms used herein shall have the
meanings assigned in the Plan. The Award is subject to all laws, approvals, requirements and
regulations of any governmental authority which may be applicable thereto.



     SECTION 2. RIGHTS IN SHARES. The Grantee, for the duration of this Agreement, shall
be the record owner of, and shall be entitled to vote, the Award Shares and shall be entitled to
receive all dividends and any other distributions declared on the Award Shares (provided, however,
that nothing contained herein shall cause the Company to declare any such dividends or to make any
such distributions).



     SECTION 3. VESTING.



     3.1 Vesting. The Award Shares shall vest (become nonforfeitable) in accordance with
the schedule set forth below:



 










 





	 	 	 	 	 
	 	 	Percentage of Shares	 	Cumulative
	Date	 	Vested on Specified Date	 	Percentage of Shares
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]
	[                                        ]

	 	[___]
	 	[___]





provided, however, that notwithstanding the foregoing schedule, and except as otherwise provided in
Sections 3.2, 3.3 and 3.4 below, no additional Award Shares shall vest after:





     (i) termination of Grantee’s employment with the Company or any Affiliate for any
reason (including termination by reason of voluntary or involuntary discharge, Disability or
Retirement) in which case the Grantee shall, at the time of termination, forfeit all right,
title and interest in and to any Award Shares not then vested, or




     (ii) a Grantee working full-time at the Award Date reduces his/her scheduled hours
worked per week below a standard 40-hour work week, in which case the Grantee shall, at the
time of such reduction and subject to management’s discretion, forfeit all right, title and
interest in and to any Award Shares not then vested; or




     (iii) a Grantee working part-time at the Award Date reduces his/her scheduled hours
worked per week below a standard 20-hour work week, in which case the Grantee shall, at the
time of such reduction and subject to management’s discretion, forfeit all right, title and
interest in and to any Award Shares not then vested.



     3.2 Effect of Grantee’s Death. If the Grantee ceases to be an employee of the Company
or any Affiliate by reason of death, any and all outstanding Award Shares not fully vested shall
automatically vest in full and the personal representatives heirs, legatees or distributees of the
Grantee, as appropriate, shall become fully vested in the Award Shares effective on the date of the
Grantee’s death.



     3.3 Effect of Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company, any and all outstanding Award Shares not fully vested shall
automatically vest in full immediately prior to such dissolution or liquidation.



     3.4 Effect of Change of Control. In the event of a Change in Control (as defined in
the Plan), any and all outstanding Award Shares not fully vested shall automatically vest in full.
The date on which such accelerated vesting shall occur shall be the date of the occurrence of the
Change in Control.



     3.5 Effect of Forfeiture. Any Award Shares forfeited pursuant to Section 3.1 shall
revert to the Company.



     SECTION 4. STOCK CERTIFICATES. Upon grant of the Award Shares, the Company shall
cause its Transfer Agent to record Grantee’s ownership of such Award Shares in book entry



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form. As Award Shares vest hereunder, such Award Shares shall be transferred into an
unrestricted account in the name of the Grantee or, at the request of the Grantee, issued in stock
certificate form. Any such certificates shall be unencumbered by any of the restrictions
enumerated herein other than such restrictions as may be imposed by applicable federal or state
securities laws and regulations.




     SECTION 5. TRANSFER AND REPURCHASES UPON TERMINATION.



     5.1 The unvested Award Shares shall not be offered, sold, transferred, assigned, exchanged,
pledged, encumbered or otherwise disposed of (each, a “Transfer”) for any purpose whatsoever, other
than to the Company, and shall not be subject, in whole or in part, to execution, attachment, or
similar process in all such cases until the date of vesting. Any attempted Transfer of the
unvested Award Shares, other than in accordance with the terms set forth herein, shall be void and
of no effect.



     5.2 Grantee acknowledges that any sale, assignment, transfer or other disposition of vested
Award Shares may be subject to restrictions contained in applicable federal or state securities
laws and regulations and that any such sale, assignment, transfer or other disposition of Award
Shares by him or her will be in compliance with such laws and regulations.



     SECTION 6. WITHHOLDINGS. The Company and each Affiliate shall have the right to
retain and withhold from any payment (including the vesting) of Award Shares (and any dividends on
Award Shares) any amounts required to be withheld or otherwise deducted and paid with respect to
such payment (including the vesting thereof). At its discretion, the Company and each Affiliate
may require the Grantee receiving Award Shares to reimburse the Company or any Affiliate for any
such taxes required to be withheld by the Company or the Affiliate and withhold any distribution in
whole or in part until the Company and each Affiliate is so reimbursed. In lieu thereof, the
Company and each Affiliate shall have the right to withhold from any other cash amounts due or to
become due from the Company or the Affiliate to the Grantee an amount equal to such taxes required
to be withheld by the Company or the Affiliate as reimbursement for any such taxes or retain and
withhold a number of shares having a market value not less than the amount of such taxes in order
to reimburse the Company or the Affiliate for any such taxes.



     SECTION 7. ADJUSTMENTS TO AWARD SHARES.



     7.1 Stock Dividends and Splits and Similar Transactions. Subject to any required
action by the Company’s Board of Directors and stockholders, the number of Award Shares shall be
proportionately adjusted for any increase or decrease in the number of issued Shares of the Company
resulting from the payment of a Share dividend, a Share split, a Share reverse-split or any similar
transaction.



     7.2 Change in Par Value. In the event of a change in the Company’s Shares which is
limited to a change of all of its authorized shares with par value into the same number of shares
with a different par value or without par value, the shares resulting from any such change shall be
deemed to be shares within the meaning of the Plan.



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     7.3 Other Capital Adjustments. Except as hereinbefore expressly provided in Section
7.1 and except for rights that all holders of Common Stock shall have, Grantee shall have no rights
by reason of any subdivision or consolidation of Shares of any class or payment of any share
dividend or any other increase or decrease in the number of shares of any class or by reason of any
dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another
corporation; any issuance by the Company of Shares of any class, or securities convertible into
Shares of any class, shall not affect the Award, and no adjustment by reason thereof shall be made
with respect to the number or price of the Company’s Shares subject to the Award. An Award of
Restricted Stock shall not affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell or transfer all or any part of its business or
assets.



     SECTION 8. GRANTEE’S REPRESENTATIONS AND WARRANTIES. Grantee represents and warrants
that:



     (a) such Grantee has not and will not, directly or indirectly, Transfer any Award Shares
except in accordance with the terms of this Agreement;



     (b) such Grantee has, or such Grantee together with such Grantee’s advisors, if any, have such
knowledge and experience in financial, business and tax matters that such Grantee is, or such
Grantee together with such Grantee’s advisors, if any, are capable of evaluating the merits and
risks relating to such Grantee’s investment in the Award Shares and making an investment decision
with respect to the Company;



     (c) such Grantee has been given the opportunity to obtain information and documents relating
to the Company and to ask questions of and receive answers from representatives of the Company
concerning the Company and such Grantee’s investment in the Award Shares; and



     (d) such Grantee realizes that there are substantial risks incident to an investment in the
Award Shares.



     SECTION 9. IMPACT ON OTHER BENEFITS. The value of the Award Shares (either on the
Award Date or at the time the shares are vested) shall not be includable as compensation or
earnings for purposes of any other benefit plan offered by the Company.



     SECTION 10. ADMINISTRATION. The Committee shall have full authority and discretion
(subject only to the express provisions of the Plan) to decide all matters relating to the
administration and interpretation of the Plan and this Agreement. All such Committee
determinations shall be final, conclusive, and binding upon the Company, the Grantee, and any and
all interested parties.



     SECTION 11. NO AGREEMENT TO CONTINUE IN EMPLOYMENT. Nothing in the Plan or this
Agreement shall confer on the Grantee any right to continue in the employ of the Company or any
Affiliate or interfere in any way with the right of the Company and any Affiliate to terminate the
Grantee’s employment at any time.



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     SECTION 12. AMENDMENT(S). This Agreement shall be subject to the terms of the Plan,
as amended from time to time, except that the Award that is the subject of this Agreement may not
in any way be restricted or limited by any amendment or termination approved after the Award Date
without the Grantee’s written consent.



     SECTION 13. FORCE AND EFFECT. The various provisions of this Agreement are severable
in their entirety. Any determination of invalidity or unenforceability of any one provision shall
have no effect on the continuing force and effect of the remaining provisions.



     SECTION 14. GOVERNING LAWS. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Maryland.



     SECTION 15. MISCELLANEOUS.



     15.1 Any notice necessary under this Agreement shall be in writing, signed by the party
giving or making the same, and addressed (a) to the Company in the care of its President or
Secretary at the principal executive office of the Company in Dallas, Texas, (b) to the Grantee at
the address appearing in the personnel records of the Company for such Grantee or (c) to either
party at such other address as either party hereto may hereafter designate in writing to the other.
Except as otherwise provided herein, any such notice shall be deemed effective upon receipt
thereof by the addressee.



     15.2 This Agreement may be executed in counterparts, each of which shall be deemed an
original for all purposes and both of which taken together shall constitute but one and the same
instrument.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date hereof. By
execution of this Agreement, the Grantee acknowledges receipt of a copy of the Plan, the Company’s
Annual Report on Form 10-K for the year ended December 31, 20[___] and the informational supplement
required by Rule 428(b)(1) under the Securities Act of 1933.



	 	 	 	 	 
	 	 	CAPSTEAD MORTGAGE CORPORATION
	 
	 	 	 	 
	 

	 	By:	 
	 	 	 	 	 
	 

	 	 	 	Andrew F. Jacobs
	 

	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	[GRANTEE]
	 
	 	 	 	 
	 	 	 
	 

	 	 	 	[                                        ]







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