Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restated Employment Agreements

On January 22, 2021, AGNC Mortgage Management, LLC entered into amended and restated employment agreements with the following officers: Bernice Bell, Senior Vice President and Chief Financial Officer and Aaron Pas, Senior Vice President, Non-Agency Portfolio.

The amended and restated employment agreements adjust the officers' compensation, effective for 2021, as follows:

•Ms. Bell's target annual bonus will be increased from 170% of her annual base salary to 200% of her annual base salary, and her target long-term incentive award opportunity will be increased from 175% of her annual base salary to 220% of her annual base salary.

•Mr. Pas's annual base salary will be increased from $425,000 to $450,000. Although his target annual bonus opportunity remains unchanged at 175% of his annual base salary and his target long-term incentive award opportunity remains unchanged at 190% of his annual base salary, the increase in Mr. Pas's annual base salary causes such target dollar amounts to be increased from $743,750 and $807,500, respectively, to $787,500 and $855,000, respectively.

In addition to the above, the amended and restated employment agreements for Ms. Bell and Mr. Pas increase the severance payable upon certain terminations of employment following a change of control of the Company as follows:

•The multiple of the officers' salary and target annual bonus payable if their employment terminates by reason of a Termination Without Cause or Termination For Good Reason during the 24-month period following a Change of Control (as each such term is defined in each executive's employment agreement) will increase from 1.0 to 1.5, and the related post-employment COBRA reimbursement (or substitute payment) period for each executive and the executives' eligible dependents will increase from up to 12 months to up to 18 months.

The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the amended and restated employment agreement amendments for the officers attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein.




(d) Exhibits.
Exhibit No.             Description

10.1                      Amended and Restated Employment Agreement, dated as of January 22, 2021,
                        by and between AGNC Mortgage Management, LLC and Bernice Bell
10.2                      Amended and Restated Employment Agreement, dated as of January 22, 2021,
                        by and between AGNC Mortgage Management, LLC and Aaron Pas

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