EX-10.8 FORM OF STOCK OPTION AWARD AGREEMENT






EXHIBIT 10.8




INVESCO
MORTGAGE CAPITAL INC.

2009 EQUITY INCENTIVE PLAN




FORM
OF OPTION AWARD AGREEMENT




     THIS
OPTION AWARD AGREEMENT is by and between Invesco Mortgage Capital Inc., a Maryland
corporation (the “Company”) and
____________ (the
“Optionee”), dated as of the ______
day of ____________, 20__.



     WHEREAS,
the Company maintains the Invesco Mortgage Capital Inc. 2009 Equity Incentive Plan
(the “Plan”) (capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto by the Plan);



     WHEREAS, the Optionee is an Eligible Person; and



     WHEREAS, the Committee has determined that it is in the best interests of the Company and its
stockholders to grant an Option to the Optionee subject to the terms and conditions set forth
below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



     1.      Grant of Stock Option.



     The
Company hereby grants the Optionee an option (the “Option”) to purchase ____________
shares of Common Stock, subject to the following terms and conditions and subject to the provisions
of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its
entirety.



     The Option [is not intended to be and shall not be qualified as] [is intended to be] an
“incentive stock option” under Section 422 of the Code.



     2.      Option Price.



     The Option Price per Share shall be $____________.



     3.      Initial Exercisability.



     Subject to paragraph 5 below, the Option, to the extent that there has been no Termination of
Service and the Option has not otherwise expired or been forfeited, shall first become exercisable
as follows:



	 	 	 
	For the Period Ending On	 	Percent of the Grant Exercisable
	 
	 	 
	[___]

	 	[___]
	 
	 	 
	[___]

	 	[___]
	 
	 	 
	[___]

	 	[___]






     4.      Exercisability Upon and After Termination of Optionee.




	 	(a)	 	If the Optionee has a Termination of Service, other than by reason of death,
then no exercise of an Option may occur after the expiration of the three-month period
to follow




 









 






	 	 	 	the Termination of Service, or if earlier, the expiration of the term of the Option
as provided under paragraph 5 below; provided that, if the Optionee has a
Termination of Service by a Participating Company for Cause or by the Optionee
(other than on account of death, any Option not exercised in full prior to such
termination shall be cancelled.
	 
	 	(b)	 	In the event the Optionee has a Termination of Service on account of death, the
Option (whether or not otherwise exercisable) may be exercised by the Successor of the
Optionee until the earlier of (i) [one year] from the date of the Termination of
Service of the Optionee, or (ii) the date on which the term of the Option expires in
accordance with paragraph 5 below.
	 
	 	(c)	 	No Option (or portion thereof) which had not become exercisable at or before
the time of Termination of Service shall ever be or become exercisable. No provision
of this paragraph 4 is intended to or shall permit the exercise of the Option to the
extent the Option was not exercisable upon Termination of Service.





     5.      Term.



     Unless earlier forfeited, the Option shall, notwithstanding any other provision of this
Agreement, expire in its entirety upon the tenth anniversary of the date hereof. The Option shall
also expire and be forfeited at such earlier times and in such circumstances as otherwise provided
hereunder or under the Plan.



     6.      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)	 	[for ISOs only:] [If Shares acquired upon exercise of the Option are disposed
of in a disqualifying disposition within the meaning of Section 422 of the Code by the
Optionee or, if applicable, a Successor of the Optionee, prior to the expiration of
either two years from the date of grant of the Option or one year from the transfer of
Shares to the Optionee pursuant to the exercise of the Option, or in any other
disqualifying disposition within the meaning of Section 422 of the Code, the Optionee
or the Successor of the Optionee, as applicable, shall notify the Company in writing as
soon as practicable (and in no event more than five days) thereafter of the date and
terms of such disposition and, if the Company thereupon has a tax-withholding
obligation, shall pay to the Company an amount equal to any withholding tax the Company
is required to pay as a result of the disqualifying disposition.]
	 
	 	(c)	 	[(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 Optionee, shall be delivered personally,
sent by facsimile




2









 






	 	 	 	transmission or mailed to the Optionee 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 6[(c)] [(b)].
	 
	 	(d)	 	[(c)] The failure of the Optionee or the Company to insist upon strict
compliance with any provision of this Agreement or the Plan, or to assert any right the
Optionee 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)	 	[(d)] The Optionee agrees that, at the request of the Committee, the Optionee
shall represent to the Company in writing that the Shares being acquired are acquired
for investment only and not with a view to distribution and that such Shares will be
disposed of only if registered for sale under the Securities Act or if there is an
available exemption for such disposition. The Optionee expressly understands and
agrees that, in the event of such a request, the making of such representation shall be
a condition precedent to receipt of Shares upon exercise of the Option.
	 
	 	(f)	 	[(e)] 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.
	 
	 	(g)	 	[(f)] Nothing in this Agreement shall confer on the Optionee any right to
continue in the employ or other service of the Company or its Subsidiaries or interfere
in any way with the right of the Company or its Subsidiaries and its stockholders to
terminate the Optionee’s employment or other service at any time.
	 
	 	(h)	 	[(g)] This Agreement 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 Optionee have executed this Agreement as of the day
and year first above written.



	 	 	 	 	 
	 

	 	INVESCO MORTGAGE CAPITAL INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 
	 

	 	[OPTIONEE]







3