Exhibit 10.1


 


EXECUTION
COPY


 


AGREEMENT


 


THIS AGREEMENT (this
 “Agreement”) is entered into this 6th day of May, 2020 (the “Effective Date”), by and between
Stephen D. Yarad (“Executive”) and MFA Financial, Inc. (“MFA” or the “Company”).


 


WHEREAS, the Company
and Executive desire to enter into an agreement to reflect their understanding with respect to termination benefits to be provided
in the event of a qualifying termination of Executive’s employment as set forth herein.


 


WHEREAS, Executive
has agreed to certain confidentiality and non-solicitation covenants contained herein in consideration of the additional benefits
provided to Executive under this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties agree as follows:


 


1.            
Term of Agreement. The term of this Agreement shall commence as of the Effective Date and shall continue in effect
until December 31, 2021 (the “Expiration Date”) or, if earlier, the date on which Executive’s employment
terminates in accordance with Section 2 below. For the avoidance of doubt, if Executive does not experience a qualifying termination
of employment in accordance with Section 2 below prior to the Expiration Date, this Agreement shall terminate, and neither Executive
nor the Company shall have any further rights under this Agreement.


 


2.            
Qualifying Termination of Employment.


 


(a)       Termination
by the Company Without Cause or by Executive for Good Reason. In the event Executive’s employment with the Company is
terminated by the Company without Cause or by Executive for Good Reason (and not, for the avoidance of doubt, in connection with
a termination of employment on account of death or disability), in either case prior to the Expiration Date, Executive shall be
entitled to receive the severance benefits described below, subject to Section 2(e):


 


(i)       Executive
shall receive a lump sum cash payment of an amount equal to the sum of (i) Executive’s annual base salary in effect immediately
before the Termination Date (as defined in Section 3) without regard to any adjustments constituting Good Reason, if applicable,
and (ii) the average of the annual bonuses paid to the Executive for the three calendar years preceding the Termination Date. Such
payment shall be made as soon as practicable following the effective date of the Release (as defined below) but no later than the
60th day after the Termination Date.


 






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(ii)       The
Company shall reimburse Executive for 100% of the COBRA premiums incurred by Executive for Executive and his eligible dependents
under the Company’s health care plan during the 12 month period following the Termination Date. Such reimbursements shall
be provided on the payroll date immediately following the date on which Executive remits the applicable premium payment and shall
commence within 60 days after the Termination Date; provided that the first payment shall include any reimbursements that would
have otherwise been payable during the period beginning on the Termination Date and ending on the date of the first reimbursement
payment. Reimbursement payments shall be treated as taxable compensation to Executive to the extent required by law.


 


(iii)       All
of Executive’s outstanding equity-based awards (e.g., restricted stock, phantom shares and restricted stock units) shall
be treated in accordance with the following:


 


(A)            
Except as otherwise provided in (B) below, all unvested awards shall immediately vest and be distributed or otherwise settled
as soon as practicable following the effective date of the Release but no later than 60 days following the Termination Date.


 


(B)             
Any equity award that is subject to vesting based on the achievement of performance goals shall vest in accordance with
the terms and conditions applicable to such award; provided that the equity award shall vest no less favorably than the following:
as of the Termination Date, the Executive shall vest in a pro-rata portion of the target value of such award. The pro-rata portion
shall be equal to the product of (I) the target value of such award, and (II) a fraction, the numerator of which is the number
of days during the performance period that would have elapsed as of the anniversary of the date of grant of such award next following
the Executive’s Termination Date (but not beyond the end of the applicable performance period), and the denominator of which
is the number of days in the performance period. Distribution of such award shall be made as soon as practicable following the
effective date of the Release but no later than 60 days following the Termination Date.


 


(C)             
Notwithstanding the provisions of this Section 2(a)(iii), to the extent that any award agreement governing any of Executive’s
equity awards outstanding as of the Termination Date contains provisions more favorable than those set forth in this Section 2(a)(iii),
then such provisions shall apply to Executive if Executive’s employment terminates under the applicable circumstances set
forth in such award agreement.


 


(b)       Other
Payments. Executive shall receive any accrued but unpaid base salary and any other amounts earned, accrued or owing but not
yet paid to Executive and any other benefits in accordance with the terms of any applicable plans and programs of the Company.


 






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(c)          Payments Subject to Section 409A and Other Applicable Law.


 


(i)                
Notwithstanding anything herein to the contrary, Executive shall not be entitled to any payment pursuant to this Section
2 prior to the earliest date permitted under Section 409A of the Code, and applicable Treasury regulations thereunder. To the extent
any payment pursuant to this Section 2 is required to be delayed six months pursuant to the special rules of Section 409A of the
Code related to “specified employees,” each affected payment shall be delayed until six months after Executive’s
termination of employment, and, unless provided otherwise, with the first such payment being a lump sum equal to the aggregate
payments Executive would have received during such six-month period if no payment delay had been imposed. Any payments or distributions
delayed in accordance with the prior sentence shall be paid to Executive on the first day of the seventh month following Executive’s
termination of employment. If Executive dies during the postponement period prior to payment, the amounts delayed shall be paid
within 60 days after the date of Executive’s death.


 


(ii)             
Notwithstanding any other provision contained herein, to the extent any payments or distributions due to Executive upon
termination of employment under this Agreement are subject to Section 409A of the Code a termination of Executive’s employment
shall be interpreted in a manner that is consistent with the definition of a “separation from service” under Section
409A of the Code and the applicable Treasury regulations thereunder.  Notwithstanding anything elsewhere to the contrary,
Executive shall have no duties following any termination of his employment with MFA that are inconsistent with his having a “separation
from service” for purposes of Section 409A of the Code and any regulations thereunder.


 


(iii)           
In the case of any amounts that are payable to Executive under this Agreement in the form of installment payments, Executive’s
right to receive such payments shall be treated as a right to receive a series of separate payments under Treas. Reg. §1.409A-2(b)(2)(iii).


 


(iv)            
Notwithstanding anything herein to the contrary, in the event that the reimbursements provided pursuant to Section 2(a)(ii)
would subject Executive or the Company to adverse tax consequences under Section 105(h) of the Code or any tax penalties, then
the parties shall enter into an economically consistent arrangement that does not cause either party to incur such adverse tax
consequences or penalties.


 


(d)       No
Mitigation; No Offset. In the event of any termination of Executive’s employment under this Agreement, Executive shall
be under no obligation to seek other employment or otherwise in any way to mitigate the amount of any payment provided for in this
Section 2, and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable
to any subsequent employment that Executive may obtain.


 






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(e)          Release.
The Company’s obligation to make any payment or provide any benefit pursuant to this Section 2 shall be contingent upon,
and is the consideration for, (i) Executive executing and delivering to the Company, within 50 days after termination of his employment,
a general release (the “Release”), substantially in the form annexed hereto as Exhibit A (with any revisions
necessary to comply with applicable law as reasonably determined by counsel to MFA and provided in writing to Executive within
five business days after the Termination Date), and (ii) such release becoming irrevocable in accordance with its terms.  Notwithstanding
any provision of Section 2(a), in the event that the 60-day period following the Termination Date spans two calendar years, any
such payments or benefits required to be made hereunder during such 60-day period shall be made in the second calendar year, the
first payment of which shall include all payments that would otherwise have been made prior thereto.


 


(f)           Parachute
Payments.


 


(i)       Notwithstanding
any other provisions of this Agreement to the contrary, in the event that it shall be determined that any payment or distribution
in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether
paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”),
would constitute an “excess parachute payment” within the meaning of Section 280G of the Code (after taking into consideration
any mitigating factors such as the value of any non-competition restrictions or similar factors), the Company shall reduce (but
not below zero) the aggregate present value of the Payments under the Agreement to the Reduced Amount (as defined below), if reducing
the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be the case if no such
reduction was made. The Payments shall be reduced as described in the preceding sentence only if (A) the net amount of the Payments,
as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments),
is greater than or equal to (B) the net amount of the Payments without such reduction (but after subtracting the net amount of
federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which Executive
would be subject with respect to the unreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to
this Section 2(f), and any reduction shall be made in accordance with Section 409A of the Code.


 


(ii)       The
 “Reduced Amount” shall be an amount expressed in present value that maximizes the aggregate present value of
Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance
with Section 280G(d)(4) of the Code. The term “Excise Tax” means the excise tax imposed under Section 4999 of
the Code, together with any interest or penalties imposed with respect to such excise tax.


 






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(iii)       All
determinations to be made under this Section 2(f) shall be made by an independent registered public accounting firm or consulting
firm selected by the Company immediately prior to a change of control, which shall provide its determinations and any supporting
calculations both to the Company and Executive within ten days of the change of control. Any such determination by such firm shall
be binding upon the Company and Executive. All fees and expenses of the accounting or consulting firm in performing the determinations
referred to in this Section 2(f) shall be borne solely by the Company.


 


(g)       Resignation
from Positions. Upon termination of Executive’s employment with the Company for any reason, Executive shall, as may be
requested by the Company, resign from any position Executive then holds as an officer, director or fiduciary of the Company or
any Company-related entity.  In furtherance of the foregoing, Executive shall execute and deliver to the Company any letters,
documents and other instruments necessary or appropriate to effect such resignation.


 


3.            Definitions.
For purposes of this Agreement, the following terms shall have the meanings specified in this Section 3:


 


(a)              
“Cause” shall mean Executive’s (i) commission of a felony, a crime of moral turpitude or any crime
committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud,
embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his employment
duties; (iii) failure to adhere to the lawful directions of the Board of Directors of MFA or the Chief Executive Officer of MFA
(the “CEO”) that are reasonably consistent with Executive’s duties and position; (iv) breach in any material
respect of any of the provisions of Section 5 of this Agreement; or (vi) breach in any material respect of the terms and provisions
of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (A) Executive shall
be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and
if curable, an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject
to extension in the discretion of the CEO and (B) regardless of whether Executive is able to cure any Default, Executive shall
not be deemed to have been terminated for Cause without (I) reasonable prior written notice to Executive setting forth the reasons
for the decision to terminate Executive for Cause, (II) an opportunity for Executive, together with his counsel, to be heard by
the CEO and (III) delivery to Executive of a Notice of Termination approved by the CEO, stating his good faith opinion that Executive
has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or
conduct in reasonable detail; provided, however, MFA may suspend Executive with pay until such time as his right to appear before
the CEO, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension.


 


(b)              
“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


(c)              
“Good Reason” shall mean (i) a material diminution in Executive’s title, duties or responsibilities
(other than in connection with Executive’s disability); (ii) relocation of Executive’s place of employment without
his consent outside the New York City metropolitan area; (iii) the failure of MFA to pay within 60 business days any material payment
or benefits due from MFA; or (iv) the material failure by MFA to honor any of its material obligations to Executive.


 






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For Good Reason to exist, Executive must
provide written notice of an event purportedly constituting Good Reason within 90 days of its occurrence, MFA must have failed
to cure such event within 15 days of such notice and Executive must provide written notice of his decision to terminate employment,
such notice to be provided within 15 days of the expiration of such cure period.  


 


(d)              
“Notice of Termination” shall mean the written notice of termination of Executive’s employment
delivered by, as applicable, Executive or MFA.


 


(e)              
“Termination Date” shall mean the effective date of the termination of Executive’s employment relationship
with the Company.


 


4.            Notice
of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to
the other party hereto given in accordance with Section 6. The notice of termination shall (i) indicate the specific termination
provision in this Agreement relied upon and (ii) specify the Termination Date in accordance with the requirements of this Agreement.


 


5.            Covenants.


 


(a)       Confidentiality.
During the term of Executive’s employment with the Company, and at all times thereafter, Executive shall maintain the confidentiality
of all confidential or proprietary information of the Company, or of any other person or entity with which Executive has been involved
as a direct or indirect result of his employment by, or performance of consulting or other services (including, without limitation,
as a director, officer, advisor, agent, consultant or other independent contractor) for, the Company (“Confidential Information”),
and, except in furtherance of his employment by the Company or as specifically required by law or by court order or as permitted
by Section 5(d) or in the course of carrying out his duties for the Company, he shall not directly or indirectly disclose any such
information to any person or entity; nor shall he use Confidential Information for any purpose except for the benefit of the Company.
For purposes of this Agreement, “Confidential Information” includes, without limitation: client or customer
lists, identities, contacts, business and financial information; investment strategies; pricing information or policies, fees or
commission arrangements of the Company; marketing plans, projections, presentations or strategies of the Company; financial and
budget information of the Company; personnel information, personnel lists, resumes, personnel data, organizational structure, compensation
and performance evaluations; information regarding the existence or terms of any agreement or relationship between the Company
and any other party; and any other information of whatever nature, which gives to the Company an opportunity to obtain an advantage
over its competitors who or which do not have access to such information. This restriction shall apply regardless of whether such
Confidential Information is in written, graphic, recorded, photographic, data or any machine readable form or is orally conveyed
to, or memorized by, Executive; provided, however, that this Section 5(a) shall not apply to Confidential Information that is or
becomes publicly known through no act or omission on Executive’s part.  Anything to the contrary notwithstanding,
nothing in this Agreement shall prevent Executive from retaining papers and other materials of a personal nature, including personal
diaries, calendars and Rolodexes, information relating to his compensation or relating to reimbursement of expenses, and copies
of plans, programs and agreements relating to his employment.


 






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(b)              
Non-Solicitation of Employees. In consideration of Executive’s continued employment with the Company, MFA’s
agreement to make severance benefits available pursuant to Section 2, and Executive’s being granted access to the trade secrets
and other Confidential Information of the Company, Executive agrees that during Executive’s employment with the Company and
during the period commencing on Executive’s date of termination of employment for any reason and ending on the first anniversary
of Executive’s termination of employment, Executive will not, without the prior written consent of MFA, directly or indirectly (individually,
or through or on behalf of another entity as owner, partner, agent, employee, consultant, or in any other capacity), (i) solicit,
encourage, or engage in any activity to induce any employee of MFA or its affiliates to terminate employment with MFA or its affiliates,
or to become employed by, or to enter into a business relationship with, any other person or entity; or (ii) hire or retain any
person who was an employee of MFA or its affiliates within the six month period preceding such action; provided that, (A) this
Section shall not apply to any administrative employee of MFA or its affiliates or any person who was an administrative employee
of MFA or its affiliates and (B) any hiring or solicitation pursuant to a general solicitation conducted by an entity that has
hired or agreed to hire Executive and that does not directly or indirectly target current or former employees of MFA or its affiliates,
or by a headhunter employed by such entity, which in either case does not involve Executive, shall not be a violation of this Section.


 


(c)              
Remedies.


 


(i)                
Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its trade
secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter and
length of time, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable
employment during the period in which Executive is bound by the restraints.


 


(ii)             
Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company,
and that, as a result, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for
the Company and equitable enforcement of the covenant would be proper.   Executive therefore agrees that the Company,
in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any
breach by Executive of any of such covenants, without the necessity of showing actual monetary damages or the posting of a bond
or other security.  


 






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(iii)           
Executive and MFA further agree that, in the event that any provision of this Section 5 is determined by any court of competent
jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great
a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by
law.   Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the
covenants set forth in this Section 5 and that Executive will reimburse MFA and its affiliates for all costs (including reasonable
attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Section 5 if either MFA
and/or its affiliates prevails on any material issue involved in such dispute or if Executive challenges the reasonability or enforceability
of any of the provisions of this Section 5, it being understood that Executive shall not be considered to have challenged the enforceability
of this Section 5 by arguing that his conduct did not, in fact, violate the terms of this Section 5. It is also agreed that each
of MFA’s affiliates will have the right to enforce all of Executive’s obligations to that affiliate under this Agreement,
including without limitation pursuant to this Section 5.


 


(d)          
Permitted Conduct.


 


(i)                
Nothing in this Agreement, including the obligations set forth in this Section 5, restricts or prohibits Executive from
initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information
to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with
a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department
of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress,
and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are
protected under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization
of the Company to engage in such communications with the Regulators, respond to such inquiries from the Regulators, provide confidential
information or documents to the Regulators, or make any such reports or disclosures to the Regulators. Executive is not required
to notify the Company that he has engaged in such communications with the Regulators.


 


(ii)             
The Company hereby notifies Executive that federal law provides criminal and civil immunity to federal and state claims
for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official
in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting
or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected
violation of the law. Nothing in this Agreement is intended to limit any rights under such federal law.


 






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6.             Notices.
Any notice given to either party shall be in writing and shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned, if to MFA, at its
principal executive office, and if to Executive, at the address of Executive shown on MFA’s records or at such other address
as such party may provide in writing.


 


7.             Company
Recoupment Policy. Executive agrees that any compensation payable under the Agreement or otherwise shall be subject to any
applicable recoupment or clawback policy that the Board may implement from time to time with respect to executive officers of the
Company.


 


8.             Contents
of Agreement; Amendment and Assignment.


 


(a)       Effective
as of the Effective Date, this Agreement sets forth the entire understanding between the parties hereto with respect to the subject
matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Compensation
Committee of the Board and executed on its behalf by a duly authorized officer of the Company and by Executive; provided that,
this Agreement shall not replace or supersede any obligation of the Company to provide severance payments in connection with the
imposition of any non-competition restrictions set forth in any of Executive’s equity award agreements, notwithstanding the
terms and provisions of such equity award agreements, and such obligation shall be in addition to the Company’s obligations
hereunder. For the avoidance of doubt, each agreement evidencing Executive’s equity awards outstanding as of the Effective
Date shall be deemed to be amended in accordance with the terms of this Agreement.


 


(b)       All
of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and
responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole
or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required
to perform if no such succession had taken place.


 


9.           Severability.
If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this
Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render
unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable
with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.


 






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10.       Remedies
Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy,
and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now
or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this
Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised
by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.


 


11.       Miscellaneous.
All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which
is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for
any of the other counterparts.


 


12.       Withholding
Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold
from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any
law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible
for all taxes applicable to amounts payable under this Agreement and payments under this Agreement shall not be grossed up for
taxes.


 


14.       Governing
Law. This Agreement shall be governed by and interpreted under the laws of the State of Maryland without giving effect to any
conflict of laws provisions.


 


[Signature Page
Follows]


 






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IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, have executed this Agreement as of the date first above written.


 


	 	MFA FINANCIAL, INC.	 
	 	 	 
	 	 	 
	 	By:	    /s/ Craig L. Knutson	 
	 	Name: Craig L. Knutson	 
	 	Title: Chief Executive Officer	 
	 	Date: May 6, 2020	 
	 	 	 
	 	 	 
	 	            /s/ Stephen D. Yarad	 
	 	Name: Stephen D. Yarad	 
	 	Date: May 6, 2020	 




 








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Exhibit A


 


Release


 


This Release of Claims (this “Release”)
is made as of ____________ ___, 20__, by and between MFA FINANCIAL, INC. (“MFA”) and Stephen D. Yarad (the “Executive”).


 


(a)       The
Executive, on behalf of himself, his agents, heirs, successors, assigns, executors and administrators, in consideration for the
termination payments and other consideration provided for under the Agreement entered into by MFA and the Executive, effective
as of [DATE] (the “Agreement”), hereby forever releases and discharges MFA, and its successors, its affiliated
entities, and, in such capacities, its past and present directors, employees, agents, attorneys, accountants, representatives,
plan fiduciaries, successors and assigns (collectively, the “Releasees”) from any and all known and unknown
causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities, and demands of whatsoever kind
and character in any manner whatsoever arising on or prior to the date of this Release, including but not limited to (i) any claim
for breach of contract, breach of implied covenant, breach of oral or written promise, wrongful termination, intentional infliction
of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation
or employment discrimination, and including without limitation alleged violations of Title VII of the Civil Rights Act of 1964,
as amended, prohibiting discrimination based on race, color, religion, sex or national origin; the Family and Medical Leave Act;
the Americans With Disabilities Act; the Age Discrimination in Employment Act; other federal, state and local laws, ordinances
and regulations; (ii) any and all liability that was or may have been alleged against or imputed to MFA by the Executive or by
anyone acting on his behalf; (iii) all claims for monetary or equitable relief, employment or reemployment with MFA in any position,
and any punitive, compensatory or liquidated damages; and (iv) all rights to and claims for attorneys’ fees and costs except
as otherwise provided in the Agreement. The only claims that are not being waived and released by the Executive under this Release
are (i) claims for indemnification or D&O coverage or any claim arising under, or preserved by, Section 2 of the Agreement,
(ii) claims that, by applicable law, cannot be waived, (iii) claims based on any wrongful act or omission occurring after the date
Executive signs this Release, (iv) claims to benefits under any compensation or benefit plan, program or arrangement in which the
Executive was participating as of the Termination Date, and (v) claims challenging the legality of this Release in a legal proceeding
pursuant to the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act. The Executive acknowledges that
the Executive has not made any claims or allegations related to sexual harassment or sexual abuse and none of the termination payments
and other consideration provided for under the Agreement are related to sexual harassment or sexual abuse.


 


(b)       Except
as provided in Section (c) below, the Executive warrants, represents and certifies that he has not filed or instituted, and, no
person or agency has filed or instituted on his behalf and/or at his direction, any complaints, lawsuits, arbitration proceedings,
actions, causes of action, in law or equity, administrative charges, claims, controversies, demands, grievances and/or proceedings
whatsoever against any Releasee, in any forum. The Executive represents and warrants that he has not assigned any claim released
herein.


 






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(c)       Nothing
in this Release or the Agreement restricts or prohibits the Executive from initiating communications directly with, responding
to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law
or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government
agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations
Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively,
the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of
state or federal law or regulation. However, to the maximum extent permitted by law, the Executive is waiving the Executive’s
right to receive any individual monetary relief from MFA or any others covered by the Release of Claims resulting from such claims
or conduct, regardless of whether the Executive or another party has filed them, and in the event the Executive obtains such monetary
relief, MFA will be entitled to an offset for the payments made pursuant to this Agreement. This Agreement does not limit the Executive’s
right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of
law. The Executive does not need the prior authorization of MFA to engage in conduct protected by this paragraph, and the Executive
does not need to notify MFA that the Executive has engaged in such conduct.


 


Please take notice that federal law provides
criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret
to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§
1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with
a lawsuit for retaliation for reporting a suspected violation of the law.


 


(d)       BY
HIS SIGNATURE BELOW, THE EXECUTIVE ACKNOWLEDGES THAT:


 


(1)       HE
HAS RECEIVED A COPY OF THIS RELEASE AND WAS OFFERED A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW AND CONSIDER IT;


 


(2)       IF
HE SIGNS THIS RELEASE PRIOR TO THE EXPIRATION OF TWENTY-ONE DAYS, HE KNOWINGLY AND VOLUNTARILY WAIVES AND GIVES UP THIS RIGHT OF
REVIEW;


 


(3)       HE
HAS THE RIGHT TO REVOKE THIS RELEASE FOR A PERIOD OF SEVEN (7) DAYS AFTER HE SIGNS IT BY MAILING OR DELIVERING A WRITTEN NOTICE
OF REVOCATION TO MFA’S GENERAL COUNSEL, NO LATER THAN THE CLOSE OF BUSINESS ON THE SEVENTH DAY AFTER THE DAY ON WHICH HE
SIGNED THIS RELEASE;


 






     


     


    

 


(4)       THIS
RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT THE RELEASE HAVING
BEEN REVOKED (THE “EFFECTIVE DATE”);


 


(5)       THIS
RELEASE WILL BE FINAL AND BINDING AFTER THE EXPIRATION OF THE REVOCATION PERIOD REFERRED TO IN SECTION (d)(3).


 


(6)       MFA
ADVISES THE EXECUTIVE TO CONSULT WITH AN ATTORNEY. THEREFORE, HE IS AWARE OF HIS RIGHT TO CONSULT AN ATTORNEY, HAS BEEN ADVISED
IN WRITING TO CONSULT WITH AN ATTORNEY, AND HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY, IF DESIRED, PRIOR TO SIGNING THIS
RELEASE;


 


(7)       NO
PROMISE OR INDUCEMENT FOR THIS RELEASE HAS BEEN MADE EXCEPT AS SET FORTH IN THIS RELEASE;


 


(8)       HE
IS LEGALLY COMPETENT TO EXECUTE THIS RELEASE AND ACCEPT FULL RESPONSIBILITY FOR IT; AND


 


(9)       HE
HAS CAREFULLY READ THIS RELEASE, ACKNOWLEDGES THAT HE HAS NOT RELIED ON ANY REPRESENTATION OR STATEMENT, WRITTEN OR ORAL, NOT SET
FORTH IN THIS DOCUMENT, AND WARRANTS AND REPRESENTS THAT HE IS SIGNING THIS RELEASE KNOWINGLY AND VOLUNTARILY.


 


IN WITNESS WHEREOF, the parties have hereunto
set their hands this _____ day of ____________, 20__.


 


	 	By:	
	 	 	Name: Stephen D. Yarad