Form of Independent Directors Compensation Plan



 Exhibit 10.4 

 
  
  

 
 FORM OF INDEPENDENCE MORTGAGE TRUST, INC. 

INDEPENDENT DIRECTORS COMPENSATION PLAN 
  

 
  
  







 FORM OF INDEPENDENCE MORTGAGE TRUST, INC. 

INDEPENDENT DIRECTORS COMPENSATION PLAN 
 ARTICLE 1 
 PURPOSE 

1.1. PURPOSE. The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not
employees of Independence Mortgage Trust, Inc. or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company. The Company intends
that the Plan will benefit the Company and its stockholders by allowing Independent Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Independent
Directors with those of the Company’s stockholders. The Plan is a sub-plan of the Incentive Plan. 
 1.2.
ELIGIBILITY. Independent Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan. 
 ARTICLE 2 
 DEFINITIONS 

2.1. DEFINITIONS. Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the
Incentive Plan. Unless the context clearly indicates otherwise, the following terms shall have the following meanings: 

“Base Annual Retainer” means the annual retainer (excluding Supplemental Annual Retainers and expenses) payable by the
Company to an Independent Director pursuant to Section 5.1 hereof for service as a director of the Company, as such amount may be changed from time to time. 
 “Board” means the Board of Directors of the Company. 

“Charter” means the articles of incorporation of the Company, as such articles of incorporation may be amended from time
to time. 
 “Company” means Independence Mortgage Trust, Inc. 

“Effective Date” of the Plan has the meaning set forth in Section 9.4 of the Plan. 

“Eligible Participant” means any person who is an Independent Director on the Effective Date or becomes an Independent
Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.

 “Incentive Plan” means the Independence Mortgage Trust, Inc. Long-Term Incentive Plan, or any subsequent
equity compensation plan approved by the Board and designated as the Incentive Plan for purposes of this Plan. 

“Independent Director” means a director of the Company who meets the requirements set forth for an “independent
director” in the Charter. 
 “Plan” means this Independence Mortgage Trust, Inc. Independent Directors
Compensation Plan, as amended from time to time. 

  
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 “Plan Year(s)” means the approximate twelve-month period beginning with
the annual stockholders meeting and ending at the next annual stockholders meeting; provided that the first Plan Year shall begin on the Plan Effective Date and extend until the first annual stockholders meeting. 

“Supplemental Annual Retainer” means the annual retainer (excluding the Base Annual Retainer and expenses) payable by
the Company to an Independent Director pursuant to Section 5.2 hereof for service as the chairperson of the Audit Committee of the Board, as such amount may be changed from time to time. 

“Stock” means the $0.01 par value common stock of the Company. 

ARTICLE 3 

ADMINISTRATION 
 3.1. ADMINISTRATION. The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall be authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. The Board’s interpretation of the Plan, and all actions taken and determinations made by the Board
pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned, including the Company, its stockholders and persons granted awards under the Plan. The Board may appoint a plan administrator to carry out the
ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board. 
 3.2.
RELIANCE. In administering the Plan, the Board may rely upon any information furnished by the Company, its public accountants and other experts. No individual will have personal liability by reason of anything done or omitted to be done by
the Company or the Board in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company’s certificate of incorporation or
otherwise. 
 ARTICLE 4 
 SOURCE OF SHARES 
 4.1. SOURCE OF SHARES. The shares of Stock that
may be issued pursuant to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of the Incentive Plan. The terms contained in the Incentive Plan are incorporated into and made a part of this Plan with respect
to shares of Stock granted pursuant hereto and any such grant shall be governed by and construed in accordance with the Incentive Plan. In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of
this Plan, the provisions of the Incentive Plan shall be controlling and determinative. This Plan does not constitute a separate source of Shares for the grant of the Stock awards described herein. 

ARTICLE 5 

RETAINERS AND EXPENSES 
 5.1. BASE ANNUAL RETAINER. Each Eligible Participant shall be paid a Base Annual Retainer for service as a director during each Plan Year, payable in such form as shall be elected by the
Eligible Participant in accordance with Section 6.1. The amount of the Base Annual Retainer shall be established from time to time by the Board. Until changed by the Board, the Base Annual Retainer for a full Plan Year shall be $30,000. The
Base Annual Retainer shall be payable in approximately equal quarterly installments in advance, beginning on the date of the annual stockholders meeting; provided, however, that for the first Plan Year, the quarterly installment shall
begin on the Effective Date and be prorated based on the number of full months in such quarter after the Effective Date and, provided, further, that for purposes of this Section 5.1, the month in which the Effective Date


  
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occurs shall be considered a “full month.” Each person who first becomes an Eligible Participant on a date other than the Effective Date or an annual meeting date shall be paid a
retainer equal to the quarterly installment of the Base Annual Retainer for the first quarter of eligibility, based on the number of full months he or she serves as an Independent Director during such quarter. Payment of such prorated Base Annual
Retainer shall begin on the date that the person first becomes an Eligible Participant, and shall resume on a quarterly basis thereafter. In no event shall any installment of the Base Annual Retainer be paid later than March 15 of the year
following the year to which such installment relates. 
 5.2. AUDIT COMMITTEE CHAIRPERSON SUPPLEMENTAL ANNUAL
RETAINER. The chairperson of the Audit Committee of the Board shall be paid a Supplemental Annual Retainer for service as such chairperson during each Plan Year, payable in such form as shall be elected by such chairperson in accordance
with Section 6.1. The amount of the Supplemental Annual Retainer for the chairperson of the Audit Committee shall be established from time to time by the Board. Until changed by the Board, the Supplemental Annual Retainer for a full Plan Year
for the chairperson of the Audit Committee shall be $10,000. The Supplemental Annual Retainer shall be payable in approximately equal quarterly installments in advance, beginning on the date of the annual stockholders meeting; provided,
however, that for the first Plan Year, the quarterly installment shall begin on the Effective Date and be prorated based on the number of full months in such quarter after the Effective Date and, provided, further, that for
purposes of this Section 5.2, the month in which the Effective Date occurs shall be considered a “full month.” Each person who first becomes chairperson of the Audit Committee on a date other than the Effective Date or an annual
meeting date shall be paid a Supplemental Annual Retainer equal to the quarterly installment of the Supplemental Annual Retainer for the first quarter of eligibility, based on the number of full months he or she serves as chairperson of the Audit
Committee during such quarter. Payment of such prorated Supplemental Annual Retainer shall begin on the date that the person first becomes chairperson of the Audit Committee, and shall resume on a quarterly basis thereafter. In no event shall any
installment of the Supplemental Annual Retainer be paid later than March 15 following the year to which such installment relates. 
 5.3. TRAVEL EXPENSE REIMBURSEMENT. All Eligible Participants shall be reimbursed for reasonable travel expenses in connection with attendance at meetings of the Board and its committees, or
other Company functions at which the Chief Executive Officer or Chair of the Board requests the Independent Director to participate. Notwithstanding the foregoing, the Company’s reimbursement obligations pursuant to this Section 5.3 shall
be limited to expenses incurred during such director’s service as an Independent Director. Such payments will be made within 30 days after delivery of the Independent Director’s written requests for payment, accompanied by such evidence of
expenses incurred as the Company may reasonably require, but in no event later than the last day of the Independent Director’s tax year following the tax year in which the expense was incurred. The amount reimbursable in any one tax year
shall not affect the amount reimbursable in any other tax year. Independent Directors’ right to reimbursement pursuant to this Section 5.3 shall not be subject to liquidation or exchange for another benefit. 

ARTICLE 6 

ALTERNATIVE FORM OF PAYMENT FOR RETAINERS 
 6.1. PAYMENT OF BASE ANNUAL RETAINER AND SUPPLEMENTAL ANNUAL RETAINER. At the election of each Eligible Participant, in accordance with Section 6.2, the Base Annual Retainer or the Supplemental
Annual Retainer for a given Plan Year shall be either (i) payable in cash in approximately equal quarterly installments in advance, as provided in Section 5.1 and Section 5.2, or (ii) subject to share availability under the Incentive Plan,
payable by a grant on the day an installment of the Base Annual Retainer or Supplemental Annual Retainer is normally paid (the “Stock Grant Date”) of that number of shares of Stock (rounded up to the nearest whole share) determined by
dividing the Base Annual Retainer or Supplemental Annual Retainer installment otherwise payable by (a) if the Stock Grant Date occurs during any “best efforts” public offering of the Company’s Stock prior to the date to the Stock
is listed on a national securities exchange, the offering price of the Stock, net of dealer manager fees and selling commissions, or (b) if the Stock Grant Date occurs after the termination of any public offering of the Company’s Stock, the per
share estimated value of the 

  
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Stock disclosed in the Company’s most recent annual report distributed to investors pursuant to Section 13(a) of the 1934 Act, or (c) in any case, the Fair Market Value as otherwise
determined by the Committee. Any shares of Stock issued under the Plan will be issued as Other Awards under the Incentive Plan and will be 100% vested and nonforfeitable as of the Stock Grant Date. 

6.2. TIMING AND MANNER OF PAYMENT ELECTION. Eligible Participants may make an election pursuant to this Section 6.2 for the
first full Plan Year following the date that the Company’s initial public offering of its Stock is declared effective by the Securities and Exchange Commission. Each Eligible Participant shall elect the form of payment desired for his or her
Base Annual Retainer and Supplemental Annual Retainer (if applicable) for a Plan Year by delivering a valid election form in such form as the Board or the plan administrator shall prescribe (the “Election Form”) to the Board or the
plan administrator prior to the beginning of such Plan Year, which will be effective as of the first day of the Plan Year beginning after the Board or the plan administrator receives the Eligible Participant’s Election Form. The Election Form
signed by the Eligible Participant prior to the Plan Year will be irrevocable for the coming Plan Year. However, prior to the commencement of the following Plan Year, an Eligible Participant may change his or her election for future Plan Years by
executing and delivering a new Election Form indicating different choices. If an Eligible Participant fails to deliver a new Election Form prior to the commencement of the new Plan Year, his or her Election Form in effect during the previous Plan
Year shall continue in effect during the new Plan Year. If no Election Form is filed or effective, or if there are insufficient shares of Stock in the Incentive Plan, the Base Annual Retainer and the Supplemental Annual Retainer (if applicable) will
be paid in cash. 
 ARTICLE 7 
 EQUITY COMPENSATION 
 7.1. INITIAL STOCK GRANT. 

Subject to share availability under the Incentive Plan and the terms of this Section 7.1, on the first date that an Independent
Director is initially elected or appointed to the Board, he or she shall receive an award of 3,000 shares of Stock. Notwithstanding the foregoing, each Independent Director elected or appointed to the Board prior to the date that the Company has
raised $2,000,000 in gross offering proceeds from unaffiliated persons (the “Minimum Offering Date”) and who remains an Independent Director as of the Minimum Offering Date shall receive such initial Stock grant on the Minimum
Offering Date. Such shares of Stock shall be in addition to any otherwise applicable annual grant of Stock granted to such Independent Director under Section 7.2 and shall be fully vested and nonforfeitable as of the grant date. 

7.2 SUBSEQUENT STOCK GRANT. Subject to share availability under the Incentive Plan, on the date following an Independent
Director’s subsequent re-election to the Board, such director shall receive 3,000 shares of Stock. Such shares of Stock shall be fully vested and nonforfeitable as of the grant date. 

ARTICLE 8 

AMENDMENT, MODIFICATION AND TERMINATION 
 8.1. AMENDMENT, MODIFICATION AND TERMINATION. The Board may, at any time and from time to time, amend, modify or terminate the Plan without stockholder approval; provided, however, that if an
amendment to the Plan would, in the reasonable opinion of the Board, require stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is listed or
traded, then such amendment shall be subject to stockholder approval; and provided further, that the Board may condition any other amendment or modification on the approval of stockholders of the Company for any reason. 

  
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 ARTICLE 9 
 GENERAL PROVISIONS 
 9.1. ADJUSTMENTS. The adjustment provisions of
the Incentive Plan shall apply with respect to equity awards granted pursuant to this Plan. 
 9.2 DURATION OF THE PLAN.
The Plan shall remain in effect until terminated by the Board. 
 9.3. EXPENSES OF THE PLAN. The expenses of
administering the Plan shall be borne by the Company. 
 9.4. EFFECTIVE DATE. The Plan was originally adopted by
the Board on [__], 2011, and became effective on that date (the “Effective Date”). 
 ***** 

The foregoing is hereby acknowledged as being the Independence Mortgage Trust, Inc. Independent Directors Compensation Plan as adopted by
the Board on [__], 2011. 
  

			
	INDEPENDENCE MORTGAGE TRUST, INC.
		
	By:	 	 
	Name:	 	Anders Laren
	Title:	 	Secretary



  
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