Common use of Vesting and Conversion to Shares Clause in Contracts

Vesting and Conversion to Shares. The Restricted Stock Units will vest and be deemed earned and payable in full upon the earliest to occur of the following (the “Vesting Date”): (a) upon the date(s) specified on page 1 hereof, provided that you have not experienced a Termination of Service prior to such respective date(s), or (b) in the event of your Termination of Service due to Retirement occurring more than two (2) years after the Grant Date, and upon your continued compliance with the covenants set forth herein, on the date(s) specified on page 1 hereof, or (c) upon your Termination of Service due to death or Disability, or (d) upon your involuntary Termination of Service, other than for Cause or Disability, provided that you sign (and do not revoke) a severance agreement in the form stipulated by the Company, or (e) in the event of a Change in Control, immediately prior to a Change in Control if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, or (f) in the event of a Change in Control, upon your Termination of Service during the 24-month period following the Change in Control either (i) by the Company other than for Cause or Disability, or (ii) by you for Good Reason. Unless the Restricted Stock Units are forfeited prior to the Vesting Date, the Restricted Stock Units will be converted into an equal number of Shares on the Vesting Date (the “Conversion Date”), and Shares evidencing the conversion of Restricted Stock Units will be registered in the name of the Participant as of the Conversion Date and delivered to the Participant as soon as practicable thereafter.

Vesting and Conversion to Shares. The Restricted Stock Units RSUs will vest and be deemed earned and payable in full upon the earliest to occur of the following (the “Vesting Date”): (a) upon the date(s) dates specified on page 1 hereof, provided that you have not experienced a Termination of Service prior to such respective date(s)dates, or (b) in the event of your Termination of Service due to Retirement (as defined below) occurring more than two three (23) years after the Grant Award Date, and upon your continued compliance with the covenants set forth herein, on the date(s) dates specified on page 1 hereof, or (c) upon your Termination of Service due to death or DisabilityDisability (as defined below), or (d) upon your involuntary Termination of Service, other than for Cause (as defined below) or Disability, provided that you sign (and do not revoke) your execution and delivery of a severance agreement in the form stipulated by the CompanyManager (and any applicable period for revoking such severance agreement having expired) within 60 days after your Termination of Service, or (e) in the event of a Change in ControlControl (as defined below), immediately prior to a Change in Control if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control, provided, however, that the RSUs will not vest automatically upon a Change in Control as provided in Section 16 of the Plan, or (f) in the event of a Change in ControlControl (as defined below), upon your Termination of Service during the 24-month period following the Change in Control either (i) by the Company Manager other than for Cause or Disability, or (ii) by you for Good Reason. Unless the Restricted Stock Units are forfeited prior to the Vesting Date, the Restricted Stock Units will be converted into an equal number of Shares on the Vesting Date Reason (the “Conversion Date”as defined below), and Shares evidencing or (g) upon the conversion of Restricted Stock Units will be registered in the name termination of the Participant as of the Conversion Date management agreement between Invesco Mortgage Capital Inc. and delivered to the Participant as soon as practicable thereafter.Invesco Advisers, Inc.

Vesting and Conversion to Shares. The Restricted Stock Units will Except as may be prorated as described in 3(b) below, the Target Total Award shall vest and be deemed earned and payable in full become nonforfeitable upon the earliest to occur of the following (the each, a “Vesting Date”): (a) upon the date(s) specified on page 1 hereofDetermination Date, to the extent provided that under the Performance Vesting Formula, if you have not experienced a Termination of Service prior to before such respective date(s)date, or (b) in the event of your Termination of Service due to Retirement occurring more than two (2) years after your Qualified Retirement, the Grant Award shall vest on the Determination Date, and upon your continued compliance with to the covenants set forth herein, on extent provided under the date(s) specified on page 1 hereofPerformance Vesting Formula, or (c) upon in the event of your Termination of Service due to death or your Disability, the Award shall vest as of the date of your death or Disability at target, even if you have met the qualifications for a Qualified Retirement, or (d) upon in the event of your involuntary Termination of Service, other than for Cause or Disabilityunsatisfactory performance, as determined in the sole discretion of the Chief Human Resources Officer, and provided that you sign (and do not revoke) a severance agreement in the form stipulated by the CompanyCompany or your Employer, within 60 days after your Termination of Service or such other time as the Company or your Employer may determine, and the severance agreement has become irrevocable, your RSUs shall vest and become nonforfeitable as of the Determination Date, to the extent provided under the Performance Vesting Formula, or (e) in the event of a Change in Control, your RSUs shall vest and become nonforfeitable immediately prior to a before the Change in of Control if this Award Agreement is not assumed, converted or replaced in connection with the transaction that constitutes the Change in Control; provided, however, that if you are Retirement Eligible, each your RSUs shall settle on the earlier of its original Determination Date and the one-year anniversary of your Termination of Service, with such settlement to be made in cash based on the value of a Share in connection with the transaction that constitutes the Change in Control, or (f) in the event of a Change in Control, upon your Termination of Service during the 24-month period following the a Change in Control either (i) by the Company your Employer other than for Cause or Disabilityunsatisfactory performance, or (ii) by you for Good Reason. Unless the Restricted Stock Units , your RSUs shall vest and become nonforfeitable as of your Termination of Service at target; provided, however, that if you are forfeited prior Retirement Eligible and this Section 3(f) otherwise applies to the Vesting Dateyou, the Restricted Stock Units will be converted into an equal number each tranche of Shares on the Vesting Date (the “Conversion Date”), and Shares evidencing the conversion of Restricted Stock Units will be registered in the name of the Participant your RSUs shall vest as of the Conversion Date and Determination Date, to the extent provided under the Performance Vesting Formula. Upon the expiration or termination of an applicable restriction set forth in this Section 3, unrestricted Shares will be delivered to the Participant you as soon thereafter as practicable thereafterpracticable.