(provided such Director is not an individual whose election or nomination was in connection with an actual or threatened proxy contest relating to the election of Directors of the Company or as a
result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board), shall be deemed to be an Incumbent Director.
Notwithstanding the foregoing, if it is determined that an Award is subject to the requirements of Section 409A of the Code and payable
upon a Change in Control, the Company will not be deemed to have undergone a Change in Control unless the Company is deemed to have undergone a change in control event pursuant to the definition of such term in Section 409A of the
Code.
(f) Code: The Internal Revenue Code of 1986, as amended, or any successor thereto. References to the
Code shall include the valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder.
(g) Committee: The Compensation Committee of the Board or such other committee as may be appointed by the Board
in accordance with Section 4 of the Plan or the Committees delegate as authorized in accordance with Section 4 of the Plan. The Board may exercise any power or right of the Committee. With respect to any Award granted to a Non-Employee Director, references in the Plan to the Committee shall mean the Board.
(h) Company: Annaly Capital Management, Inc., a Maryland corporation.
(i) Dividend Equivalent Right: A right awarded under Section 8 of the Plan to receive (or have credited) the
equivalent value of dividends paid on common stock of the Company.
(j) Effective Date: The date the
shareholders of the Company approve the Plan.
(k) Fair Market Value: On a given date, (i) if there
should be a public market for the Shares on such date, the closing price of the Shares as reported on such date on the Composite Tape of the principal national securities exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on any national securities exchange, the closing price on such date as quoted on the National Association of Securities Dealers Automated Quotation System (or such market in which such prices are regularly quoted)
(the NASDAQ), or, if no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so
reported or quoted shall be used; and (ii) if there should not be a public market for the Shares on such date, the Fair Market Value shall be the value established by the Committee in its sole discretion, in accordance with any applicable
requirements of Section 409A of the Code.
(l) ISO: An Option that is also an incentive stock option, as
described in Section 422 of the Code, granted pursuant to Section 6(c) of the Plan.
(m) Manager:
Annaly Management Company LLC.
(n) Non-Employee Director: A member
of the Board who on the date an Award is granted is not an employee or officer of the Company or an employee or officer of the Manager.
(o) Option: An option to purchase Shares granted pursuant to Section 6 of the Plan.
(p) Option Price: The purchase price per Share under the terms of an Option, as determined pursuant
to Section 6(a) of the Plan.
(q) Other Share-Based Awards: Awards granted pursuant to Section 9 of
the Plan.
(r) Participant: Members of the Board, employees of the Company or an Affiliate, employees of the
Manager or any individual who performs services for the Company or an Affiliate (whether as a consultant, advisor or otherwise) who is selected by the Committee to participate in the Plan.
(s) Plan: The 2020 Equity Incentive Plan.
(t) Prior Plan: The Companys 2010 Equity Incentive Plan effective May 27, 2010.
(u) Restricted Shares: An Award of Shares to a Participant under Section 9 that may be subject to certain
restrictions and a risk of forfeiture.
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