EX-10.7 FORM OF RESTRICTED COMMON STOCK AWARE AGRM






EXHIBIT 10.7




INVESCO
MORTGAGE CAPITAL INC.

2009 EQUITY INCENTIVE PLAN




Form of Restricted Common Stock Award Agreement




     THIS AGREEMENT is made by and between Invesco Mortgage Capital Inc., a Maryland corporation
(the “Company”), and
_________ (the
“Grantee”), dated as of the ______ day of
____________,
______ (the “Effective Date”).



     WHEREAS, the Company maintains the 2009 Equity Incentive 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. To the extent such
terms or conditions conflict with any provision of the Plan, the terms and conditions set forth
herein shall govern.



     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 Effective Date 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, hypothecate, 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. Unless otherwise provided by the Committee, the
Grantee shall be entitled to receive any cash dividends on any shares of
Restricted Stock (whether or not then subject to restriction) which have not
been forfeited. Shares (not subject to restrictions) shall be delivered (or
otherwise be deliverable) to the Grantee promptly after, and only after, such
Shares have vested (i.e., at such time as 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 by the Company for Cause or by the Grantee’s termination for any
reason, 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, 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 AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, 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 NEW
YORK. 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)	 	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(b).
	 
	 	(c)	 	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.
	 
	 	(d)	 	The Company shall be entitled to withhold from any payments or deemed payments
any amount of tax withholding it determines to be required by law.
	 
	 	(e)	 	Nothing in this Agreement shall confer on the Grantee any right to continue in
the employ or other service of the Company or any of its Subsidiaries (if applicable)
or




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	 	 	 	interfere in any way with the right of the Company and its stockholders to terminate
the Grantee’s employment or other service at any time.
	 
	 	(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.



	 	 	 	 	 
	 

	 	INVESCO MORTGAGE CAPITAL INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:

Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Grantee:







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