APPENDIX 1: AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN
(bb) Person means any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).
(cc) Plan means this AGNC Investment Corp. 2016 Equity and
Incentive Compensation Plan, as amended from time to time.
(dd) Qualified Performance-Based Award means any Cash
Incentive Award or award of Performance Shares, Performance Units, Restricted Shares, Restricted Stock Units or other awards contemplated under Section 9 of this Plan, or portion of such award, that is
intended to satisfy the requirements for qualified performance-based compensation under Section 162(m) of the Code. Notwithstanding anything in this Plan to the contrary, Qualified Performance-Based Awards may be granted under this
Plan only to officers or other key employees of the Company or any Subsidiary.
(ee) Restricted Shares means shares of Common Stock granted
or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers has expired.
(ff) Restricted Stock Units means an award made pursuant to
Section 7 of this Plan of the right to receive shares of Common Stock, cash or a combination thereof at the end of the Restriction Period.
(gg) Restriction Period means the period of time during
which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan.
(hh) Spread means the excess of the Market Value per Share
on the date when an Appreciation Right is exercised over the Base Price provided for with respect to the Appreciation Right.
(ii) Stockholder means an individual or entity that owns
one or more shares of Common Stock.
means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have
outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to
make decisions for such other entity is, in either such case, owned or Controlled, directly or indirectly, by the Company; provided, however, that for purposes of determining whether any Person may be a Participant for purposes of any
grant of Incentive Stock Options, Subsidiary means any corporation in which the Company at the time owns or Controls, directly or indirectly, more than 50% of the total combined Voting Power represented by all classes of stock
issued by such corporation.
A1-6 AGNC INVESTMENT CORP. Proxy Statement