Exhibit 10.1

ANNALY CAPITAL MANAGEMENT, INC. EXECUTIVE SEVERANCE PLAN

ARTICLE 1

Purpose

Annaly Capital Management, Inc. (the “Plan Sponsor”), on behalf of each participating entity, hereby establishes the Annaly Capital Management, Inc. Executive Severance Plan (the “Plan”), effective as of July 1, 2020. The Plan is established to provide financial assistance to Participants whose Employment is terminated due to Involuntary Terminations of Employment occurring on or after the Effective Date.

The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of ERISA, is intended to meet all applicable requirements of ERISA, is administered and maintained as an unfunded “welfare plan” under Section 3(1) of ERISA and is intended to be exempt from the reporting and disclosure requirements of ERISA as an unfunded welfare plan for a select group of management or highly compensated employees.

The establishment of the Plan shall not affect or modify the rights of a Participant with respect to severance benefits under any individual employment agreement (each, an “Agreement”). In no event may a Participant receive severance benefits under both the Plan and an Agreement, or any other arrangement with the Company or an Affiliate, except to the extent the Company expressly determines otherwise. If a Participant has an Agreement and such Agreement provides for the payment of severance benefits in connection with a Participant’s Involuntary Termination of Employment, to the extent the events giving rise to the Involuntary Termination of Employment are covered by such Agreement, such Agreement and not the Plan shall govern the payment of severance benefits relating to such Involuntary Termination of Employment. In addition, the establishment of the Plan (a) does not nullify or replace any non-competition, release of claims or other agreements between the Company or an Affiliate and any of its employees or former employees entered into in connection with any such Agreements and (b) does not have any effect on any outstanding equity awards granted under an equity compensation plan of the Company.

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ARTICLE 2

Definitions

The following terms when used in the Plan have the following meanings, unless a different meaning is plainly required by the context.

2.1 2018-2019 Average Cash Bonus. For each Participant, the sum of the Participant’s gross cash bonus received from the Manager with respect to the 2018 calendar year and 2019 calendar year, divided by two.

2.2 Affiliate. All members of any controlled group within the meaning of Code Sections 414(b) and (c) that includes the Plan Sponsor.

2.3 Base Salary. A Participant’s annualized pre-tax rate of base salary in effect on his or her Separation Date.

2.4 Board. The Board of Directors of the Plan Sponsor.

2.5 Cause. “Cause” shall be as defined in any employment agreement, offer letter or similar agreement between the Participant and the Company or an Affiliate, and if there is no such agreement or definition, “Cause” shall mean a Participant being reasonably found by the Plan Administrator in good faith to have:

provided, however, that with respect to any breach or failure that is curable by the Participant, as determined by the Plan Administrator in good faith, the Company has provided the Participant written notice of the material breach or failure and the Participant has not cured such breach or failure, as determined by the Plan Administrator in good faith, within 15 days following the date the Company provides such notice.

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2.6 CEO. The Chief Executive Officer of the Company who is a Participant in the Plan.

2.7 Code. The Internal Revenue Code of 1986, as amended from time to time (including any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder).

2.8 Company. The Plan Sponsor, its successor and assigns, and any of its Affiliates that, with the consent of the Plan Sponsor, adopt the Plan for the benefit of their employees. The Plan Sponsor may act on behalf of any such adopting Affiliate for purposes of the Plan.

2.9 Disabled or Disability. An incapacity that has resulted in qualification of a Participant to receive long-term disability benefits under the Company’s Long Term Disability Insurance Plan. If the Participant is not covered by the Company’s Long Term Disability Insurance Plan, the Participant is considered to have a Disability if the Participant’s incapacity results in a determination by the Social Security Administration that the Participant is entitled to a Social Security disability benefit. The Plan Administrator may establish uniform and nondiscriminatory time limits for such determination by the Social Security Administration and for notice of such determination to be provided to the Plan Administrator in order for such incapacity to be a Disability under the Plan.

2.10 Effective Date. The Plan is effective as of July 1, 2020.

2.11 Employment. A Participant’s employment with the Company, beginning on the Participant’s original date of hire (including the date of hire with the Manager, if applicable) and ending on the last official workday for which the Participant receives pay for service with the Company.

2.12 ERISA. The Employee Retirement Income Security Act of 1974, as amended from time to time (including any valid and binding governmental regulations, court decisions and other regulatory and judicial authority issued or rendered thereunder).

2.13 Involuntary Termination of Employment. A Participant’s termination of Employment by the Company without Cause, other than by reason of death or Disability.

2.14 Manager. Annaly Management Company LLC and members of any controlled group within the meaning of Code Sections 414(b) and (c) that includes the Manager.

2.15 Other Executive. Any employee other than the CEO who the Board has determined is an executive officer of the Company and who is a Participant in the Plan.

2.16 Participant. Any individual selected by the Plan Administrator to participate in the Plan pursuant to Article 3.

2.17 Plan. The Annaly Capital Management, Inc. Executive Severance Plan, as stated herein and as may be amended from time to time.

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2.18 Plan Administrator. The Compensation Committee of the Board, or any committee or other person or persons designated by the Board to administer the Plan pursuant to Section 5.2.

2.19 Plan Sponsor. Annaly Capital Management, Inc.

2.20 Plan Year. The calendar year. However, the first Plan Year shall begin on the Effective Date and end on December 31, 2020.

2.21 Prorated Bonus Payment. The portion of the Severance Benefit determined in accordance with Section 4.1(c).

2.22 Section 409A. Section 409A of the Code.

2.23 Separation Date. A Participant’s last day of active Employment (i.e., the last day the Participant works for the Company) due to an Involuntary Termination of Employment that entitles the Participant to benefits from the Plan.

2.24 Severance Benefits. Benefits paid to a Participant pursuant to Article 4.

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ARTICLE 3

Eligibility for Severance Benefits

3.1 Participation Requirements. The Plan Administrator may designate, in its sole discretion and from time to time, one or more employees of the Company to participate in the Plan as Participants. As of the Effective Date, the Participants are the CEO and each Other Executive.

3.2 Notice of Participation. The Plan Administrator or its delegate shall provide each Participant selected to participate in the Plan with a letter notifying the Participant of his or her participation in the Plan.

3.3 Eligibility for Severance Benefits. A Participant shall be eligible for Severance Benefits, as determined pursuant to Article 4, if the Participant:

The actions required under this Section must be performed within 60 days after the Participant’s Involuntary Termination of Employment unless a shorter time period is provided in the applicable release, agreement, waiver or other document required to be provided as a condition of receipt of Severance Benefits.

3.4 Ineligibility for Benefits. A Participant shall not be eligible to receive Severance Benefits in the event of any of the following:

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ARTICLE 4

Severance Benefits

4.1 Amount of Severance Benefits.

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4.2 Payment of Severance Benefits. The Severance Benefits payable to a Participant shall be paid in a single lump sum as soon as practicable following the expiration period described in the waiver required under Section 3.3 and in no event later than 75 days after the Separation Date, subject to all applicable deductions and withholdings required by law; provided, however, that payment of the Prorated Bonus Payment may be paid during the normal bonus cycle for the applicable performance year but in no event later than March 15 following the calendar year in which the Participant’s Involuntary Termination of Employment occurs.

4.3 Payment of Severance Benefits Upon Death of Participant. If a Participant dies after Severance Benefits become payable under the Plan but prior to the date payment of Severance Benefits is completed, the Severance Benefits shall be paid in a single lump sum no later than March 15 following the calendar year in which the Participant’s death occurs to the Participant’s legal surviving spouse, or if none, to the Participant’s estate. Notwithstanding any provision of the Plan to the contrary, no Severance Benefits shall be paid following the death of the Participant unless the Company receives any release, agreement, waiver or other document required to be provided by the Participant’s surviving spouse or estate, as applicable, as a condition of receipt of Severance Benefits within the time frame required under the applicable release, agreement, waiver or other document but no later than 75 days following the Participant’s death, to the extent required by the Plan Administrator.

4.4 Repayment of Benefits. The Company reserves the right to recover Severance Benefits in the event a Participant violates any covenant to which he or she is subject under Section 4.5 or if the Plan Administrator determines within three years after the Separation Date that the Participant engaged in conduct that constitutes “Detrimental Conduct” as defined in the Annaly Capital Management, Inc. Policy on Recovery (Clawback) of Incentive Compensation from Executives.

4.5 Restrictive Covenants. To be eligible to receive Severance Benefits, a Participant must abide by any post-Employment covenants applicable to the Participant under any written agreement with the Company or as required by the Company’s Code of Business Conduct and Ethics.

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ARTICLE 5

Plan Administration

5.1 Plan Administrator’s Authority. The Plan Administrator shall have full and complete authority to enforce the Plan in accordance with its terms and shall have all powers necessary to accomplish that purpose, including, but not limited to, the following:

All decisions of the Plan Administrator based on the Plan and documents presented to it shall be final and binding upon all persons.

5.2 Appointment of Separate Administrator. The Plan Sponsor may appoint a separate Plan Administrator which shall be an officer of the Plan Sponsor or a committee consisting of at least two persons. Members of any such committee may resign by written notice to the Plan Sponsor and the Plan Sponsor may appoint or remove members of the committee. A Plan Administrator consisting of more than one person shall act by a majority of its members at the time in office and may authorize any one or more of its members to execute any document or documents on behalf of the Plan Administrator.

5.3 Claims for Benefits. Generally, an obligation of the Plan to provide Severance Benefits to a Participant arises only when a written offer of Severance Benefits has been communicated by the Plan Administrator to the Participant. A Participant not receiving Severance Benefits who believes that he is eligible for such benefits, or a Participant disputing the amount of Severance Benefits, or any such Participant’s authorized representative (the “Claimant”) may file a claim for Severance Benefits in writing with the Plan Administrator. All such claims for Severance Benefits must be submitted to the Plan Administrator at the address of the Plan Sponsor’s corporate headquarters within 60 days after the Claimant’s termination of employment with the Company and its Affiliates. The review of all claims for Severance Benefits is governed by the following rules:

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5.4 Appeal of Denied Claims. If the Claimant’s claim is denied and he or she wants to submit a request for a review of the denied claim, the following rules apply:

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5.5 Limitations on Legal Actions; Dispute Resolution. Claimants must follow the claims procedures described in this Article 5 before taking action in any other forum regarding a claim for benefits under the Plan. Furthermore, any such action initiated by a Claimant under the Plan must be brought by the Claimant within one year of a final determination on the claim for benefits under these claims procedures, or the Claimant’s benefit claim will be deemed permanently waived and abandoned, and the Claimant will be precluded from reasserting it. Further, after following the claims procedures described in this Article 5, except with respect to enforcement of any covenants in connection with Section 4.5, the following provisions apply to any further disputes that may arise regarding this Plan:

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ARTICLE 6

Plan Amendment and Termination

6.1 Power to Amend and Terminate. The Plan Sponsor may, at any time, terminate or amend the Plan in its sole discretion with respect to any or all Participants and for any reason, including altering, reducing or eliminating benefits to be paid to Participants who have not yet experienced a Separation Date; provided, however, that any amendment or termination that eliminates potential Severance Benefits for a Participant shall not be effective until one year after notice is provided to the Participant. The provisions of the Plan as in effect at the time of a Participant’s Separation Date shall control any Plan benefits paid to that Participant, unless modified by the Plan Sponsor or otherwise specified in the Plan.

6.2 Successor Employer. Any successor to all or any portion of the business of the Plan Sponsor may, with the consent of the Plan Sponsor, continue the Plan. Such successor shall succeed to all the rights, powers and duties of the Plan Sponsor. The employment of any Participant who continues in the employ of the successor shall not be deemed to have been terminated or severed for purposes of the Plan.

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ARTICLE 7

Miscellaneous Provisions

7.1 Section 280G. Notwithstanding any other provision of the Plan or any other plan, arrangement or agreement to the contrary, if it shall be determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of a Participant, whether paid or payable or distributed or distributable pursuant to the terms of the Plan or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the aggregate present value of the Payments shall be reduced (but not below zero) to the Reduced Amount (defined below) if and only if the Accounting Firm (defined below) determines that the reduction will provide the Participant with a greater net after-tax benefit than would no reduction. No reduction shall be made unless the reduction would provide the Participant with a greater net after-tax benefit. The determinations under this Section 7.1 shall be made as follows:

7.2 Section 409A. It is intended that the Severance Benefits set forth in Article 4 are, to the greatest extent possible, exempt from the application of Section 409A and the Plan shall be construed and interpreted accordingly. However, if the Company (or, if applicable, the successor entity thereto) determines that all or a portion of the Severance Benefits constitute “deferred compensation” under Section 409A and that the Participant is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Code Section

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409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the applicable payments shall be delayed until the first payroll date following the six-month anniversary of the Participant’s “separation from service” (as defined under Section 409A) and the Company (or its successor) shall (a) pay to the Participant a lump sum amount equal to the sum of the payments that the Participant would otherwise have received during such six-month period had no such delay been imposed and (b) commence paying the balance of the payments in accordance with the applicable payment schedule set forth in the Plan. For purposes of Section 409A, each installment payment provided under the Plan shall be treated as a separate payment. To the extent required by Section 409A, any payments to be made to a Participant upon his or her termination of employment shall only be made upon such Participant’s separation from service. The Company makes no representations that the payments and benefits provided under the Plan comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of noncompliance with Section 409A.

7.3 Limitation on Liability. In no event shall the Company, the Plan Administrator or any officer or director of the Company incur any liability for any act or failure to act with respect to the Plan.

7.4 Non-Assignment of Benefits. Benefits paid under the Plan are for the sole use of Participants. Except as required by law, benefits provided under the Plan cannot be assigned, transferred or pledged to anyone as collateral for a debt or other obligation.

7.5 Construction. Words used in the masculine gender shall include the feminine and words used in the singular shall include the plural, as appropriate.

7.6 Conflict with Applicable Law. If any provisions of ERISA or other applicable law render any provision of the Plan unenforceable, such provision shall be of no force and effect only to the minimum extent required by such law.

7.7 Contract of Employment. Nothing contained in the Plan shall be construed to constitute a contract of employment between the Company and any employee or impose on the Company an obligation to retain any Participant as an employee, to continue any Participant’s current employment status or to change any employment policies of the Company, nor shall any provision hereof restrict the right of the Company to discharge any of its employees or restrict the right of any such employee to terminate his or her employment with the Company.

7.8 Source of Benefits. The Plan is intended to be an unfunded welfare benefit plan for purposes of ERISA and a severance pay arrangement within the meaning of Section 3(2)(B)(i) of ERISA. All benefits payable pursuant to the Plan shall be paid or provided by the Company from its general assets. The Plan is not intended to be a pension plan described in Section 3(2)(A) of ERISA.

7.9 Withholding. The Company shall have the authority to withhold or cause to have withheld applicable income and payroll taxes from any payments made under the Plan to the extent required by law.

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7.10 Governing Law. To the extent not preempted by ERISA or any other federal statutes or regulations, the Plan will be construed and enforced according to the laws of the State of New York (other than its laws respecting choice of law).

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Exhibit 10.2

ANNALY CAPITAL MANAGEMENT, INC.

PSU Award Agreement

THIS PSU AWARD AGREEMENT (this “Agreement”), dated as of «Grant_Month» «Grant_Day», «Grant Year» is between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and «Name» (the “Participant”), and governs the performance-vesting RSUs (“PSUs”) granted by the Company to the Participant in accordance with and subject to the provisions of the Annaly Capital Management, Inc. 2020 Equity Incentive Plan (the “Plan”). A Prospectus describing the Plan has been delivered to the Participant. The Plan itself is available upon request. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1. Grant of PSUs. Effective as of «Grant_Month» «Grant_Day», «Grant_Year» (the “Date of Grant”), the Company granted the Participant «Shares» target PSUs (the “Target PSUs”) in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. Each PSU represents the right to receive a Share upon settlement of the vested PSUs as set forth herein.

2. Grant of Dividend Equivalent Rights. Effective as of the Date of Grant, the Company also granted the Participant Dividend Equivalent Rights in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. The Dividend Equivalent Rights entitle the Participant to be credited with additional PSUs (the “Additional PSUs”) with respect to cash dividends (other than extraordinary cash dividends) paid on Shares during the period beginning on the Date of Grant and ending on the earlier of the date that the vested PSUs and vested Additional PSUs are settled in accordance with Section 4 of this Agreement or the date that the PSUs and Additional PSUs are forfeited in accordance with Section 3 of this Agreement. On each date that cash dividends (other than extraordinary cash dividends) are paid on Shares, the Participant shall be credited with Additional PSUs as follows: The cash dividend per Share shall be multiplied by the number of Target PSUs and Additional PSUs outstanding and credited to the Participant on the dividend payment date and the resulting product shall be divided by the Fair Market Value on the dividend payment date. Each Additional PSU represents the right to receive a Share upon settlement of the vested Additional PSUs as set forth herein. For avoidance of doubt, the Additional PSUs shall be subject to adjustment for performance under Section 3 to the same extent as the Target PSUs.

3. Vesting. The Participant’s interest in the PSUs shall become vested and nonforfeitable to the extent provided in paragraphs (a) through (g) below.

(a) Performance Conditions. The Target PSUs shall be subject to adjustment based on the Company’s performance during the applicable “Performance Period,” all as set forth on Exhibit A hereto. The Committee shall make all determinations regarding the performance adjustment by the 15^th day of the third month following the end of the Performance Period. The number of PSUs after such adjustment, which may range 0% to the maximum percentage of the Target PSUs set forth on Exhibit A, are referred to in this Agreement as the “Performance-Adjusted PSUs.” For the avoidance of doubt, if the performance adjustment results in 0% of the Target PSUs being earned, the PSUs shall be canceled and forfeited as of the last day of the Performance Period and all of the Participant’s rights to the PSUs shall immediately terminate without any payment of consideration by the Company.

(b) Continued Service. The Participant’s interest in the Performance-Adjusted PSUs shall become vested and nonforfeitable on the last day of the Performance Period (the “Vesting Date”), subject to the Participant’s continuous Service (as defined below) from the Date of Grant through the Vesting Date. For purposes of this Agreement, “Service” means service to the Company or an Affiliate as an employee, Non-Employee Director, or other bona fide service provider (whether as a consultant, advisor or otherwise). The Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as the Participant continues to be an employee, Non-Employee Director, or other bona fide service provider to the Company or an Affiliate.

(c) Change in Control. If a Change in Control occurs before the Vesting Date while the Participant is still in Service, the Participant’s interest in the PSUs shall become vested and nonforfeitable in connection with a Change in Control in accordance with the provisions of Section 10(b) of the Plan, subject to the requirements of Section 21 of the Plan (regarding potential adjustments as a result of Section 280G and related provisions of the Code). For any Participant who is not a Non-Employee Director, for purposes of Section 10(b)(ii) of the Plan (regarding vesting of the PSUs during the two-year period following a Change in Control if the PSUs are assumed, converted or replaced in the transaction), the following terms have the following meanings:

(i) “Cause” shall be as defined in any employment agreement, offer letter, or similar agreement between the Participant and the Company or an Affiliate, and if there is no such agreement or definition, “Cause” shall mean that the Participant is found by the Company to have (i) committed an act of fraud or dishonesty in the course of the Service; (ii) been convicted of (or plead no contest with respect to) a crime constituting a felony or a crime of comparable magnitude under applicable law (as determined by the Company in its sole discretion); (iii) failed to perform the Participant’s job duties where such failure is materially injurious to the Company and its Affiliates, or to the business interests or reputation of the Company and its Affiliates; (iv) materially breached any written policy applicable to the Participant’s Service including, but not limited to, the Company’s Code of Business Conduct and Ethics; or (v) materially breached any Service-related covenants under any agreement with the Company or an Affiliate; provided, however, that with respect to any breach or failure that is curable by the Participant, as determined by the Company in good faith, the Company has provided the Participant written notice of the material breach or failure and the Participant has not cured such breach or failure, as determined by the Company in good faith, within fifteen (15) days following the date the Company provides such notice.

(ii) “Good Reason” shall be as defined in any employment agreement, offer letter, or similar agreement between the Participant and the Company or an Affiliate, and if there is no such applicable definition, termination of Service for Good Reason shall not be applicable to the Participant under Section 10(b)(ii) of the Plan.

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(d) Death or Disability. If the Participant terminates Service before the Vesting Date due to the Participant’s death, the Participant shall become vested as of the date of such death in the Target PSUs (i.e., without adjustment for performance under paragraph (a)). If the Participant terminates Service before the Vesting Date due to the Participant’s total and permanent disability within the meaning of Section 22(e)(3) of the Code, the Target PSUs shall remain outstanding and become vested on the Vesting Date after adjustment for performance in accordance with paragraph (a). The Participant’s beneficiary shall receive payment with respect to the PSUs (and any Additional PSUs) in the event of the Participant’s death. The beneficiary shall be the Participant’s surviving spouse, if any, and if no surviving spouse, then the Participant’s estate, provided that the Company, in its discretion, may permit the Participant to designate a beneficiary in accordance with such written procedures as the Company may establish.

(e) Vesting Required by Employment Agreement. Notwithstanding any provision herein to the contrary, if the Participant terminates Service under conditions that would provide full or partial vesting of the Award in accordance with a written employment agreement, offer letter, or similar agreement between the Company and the Participant, then the Participant’s interest in the PSUs shall become vested and nonforfeitable to the extent provided by such written agreement. The number of PSUs vesting shall remain subject to adjustment for performance under paragraph (a) and such Performance-Adjusted PSUs shall be settled following the end of the Performance Period as provided in Section 4 below, except to the extent that the written agreement expressly provides otherwise. If the written agreement calls for vesting of the PSUs to be prorated, the prorated PSUs shall be determined by multiplying the number of PSUs by a fraction, the numerator of which is the number of days in the Performance Period through the date that the Participant’s Service terminates, and the denominator of which is the total number of days in the Performance Period. Any such vesting shall be subject to the terms and conditions of the applicable written agreement, including any requirement that the Participant provide the Company with a release of claims.

(f) Involuntary Termination without Cause. Notwithstanding any provision herein to the contrary, if the Participant’s Service is terminated by the Company for any reason other than Cause (as defined in Section 3(c)(i) above) and other than as set forth in Sections 3(d) and (e) above, then subject to the conditions of this Section 3(f), the Target PSUs shall remain outstanding and become vested on the Vesting Date after adjustment for performance in accordance with paragraph (a). For the avoidance of doubt, if Section 3(e) applies to the Participant, this Section 3(f) shall not apply.

(g) Additional PSUs. The Participant’s interest in the Additional PSUs shall become vested and nonforfeitable on the date, and to the extent that, the underlying Target PSUs in respect of which the Additional PSUs were credited, become vested and nonforfeitable, including after adjustment for performance in accordance with this Section 3.

(h) Cancellation/Forfeiture in All Other Cases. Except as provided in this Section 3, any PSUs and Additional PSUs that are not vested and nonforfeitable on or before the date that the Participant terminates Service (including voluntary termination for any reason or involuntary termination for Cause) shall be canceled and forfeited on the date that Service terminates and all of the Participant’s rights to such PSUs and Additional PSUs shall immediately terminate without any payment of consideration by the Company.

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4. Settlement. Except as provided in Section 5, PSUs and Additional PSUs that become vested and nonforfeitable shall be settled by the issuance of an equal number of Shares. A fractional Share will not be issued but will instead be disregarded. The issuance shall be made after adjustment for performance under Section 3(a) and by no later than the 15^th day of the third month after the end of the Performance Period; provided that (i) PSUs and Additional PSUs that vest as a result of the Participant’s termination of Service due to death under Section 3(d) shall be paid as soon as administratively practicable (not more than 30 days) of such death, and (ii) any PSUs and Additional PSUs outstanding on the date of a Change in Control that become vested as a result of the closing of the Change in Control shall be settled on the date of the Change in Control. If the PSUs or Additional PSUs are deferred compensation that is subject to the requirements of Section 409A of the Code, the timing of payment shall be subject to the requirements of Section 18 of the Plan. Upon any vesting of PSUs and Additional PSUs, the Committee reserves the right to issue to the Participant, in full satisfaction of the delivery of Shares, a single cash payment equal to the Fair Market Value of Shares on the day preceding the date of payment or a combination of Shares and cash payment based on the Fair Market Value on the day preceding the date of payment. References in this Agreement to Shares issuable in connection with the PSUs and Additional PSUs will include the potential issuance of its cash equivalent pursuant to such right.

5. Responsibility for Taxes.

(a) General. Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that the Company or an Affiliate that the Participant provides Services to (the “Employer”) (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the PSUs and Additional PSUs or the subsequent sale of any Shares acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b) Withholding. Prior to vesting of any PSUs and Additional PSUs, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or Employer to withhold all applicable Tax-Related Items legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by the Company or Employer or from proceeds of the sale of any Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) retain a number of the PSUs and Additional PSUs otherwise payable, provided that the Company only retains a number of PSUs and Additional

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PSUs necessary to satisfy no more than the required withholding amount (not to exceed maximum statutory rates). Finally, the Participant shall pay to the Company and/or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares or make any payment with respect to any earned and vested PSUs and Additional PSUs if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this Section 5.

6. Transferability; Unfunded Arrangement. Until such time as the PSUs and Additional PSUs become earned and vested in accordance with this Agreement, the PSUs and Additional PSUs, and any rights relating thereto, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, other than in connection with the Participant’s death. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the PSUs and Additional PSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the PSUs and Additional PSUs will be forfeited by the Participant and all of the Participant’s rights to such PSUs and Additional PSUs shall immediately terminate without any payment of consideration by the Company. PSUs and Additional PSUs constitute an unfunded and unsecured obligation of the Company.

7. Shareholder Rights. The Participant shall not have any rights as a shareholder of the Company with respect to the PSUs and Additional PSUs until, and then to the extent that, Shares are issued in settlement of the PSUs and Additional PSUs. Upon the issuance of Shares in settlement of the PSUs and Additional PSUs, the Participant shall have all the rights of a shareholder of the Company with respect to those Shares, including the right to vote the Shares and to receive all dividends on the Shares.

8. No Right to Continued Service. This Agreement and the grant of the PSUs and Dividend Equivalent Rights does not give the Participant any rights with respect to continued Service. This Agreement and the grant of the PSUs and Dividend Equivalent Rights shall not interfere with the right of the Company, the Manager or an Affiliate to terminate the Participant’s Service.

9. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Maryland except to the extent that Maryland law would require the application of the laws of another state. Any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement shall be litigated solely and exclusively in the state or federal courts located in the City of New York, New York unless otherwise required by applicable law, and the parties agree that such courts are convenient forums. Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.

10. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

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11. Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan.

12. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and the Participant’s successors in interest and the Company and any successors of the Company.

13. Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original document and all counterparts shall constitute a single document.

14. Further Assurances. The Participant agrees, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company to implement the provisions and purposes of this Agreement and the Plan.

15. Recovery of Compensation. In accordance with Section 20 of the Plan, the Award is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the Company to implement such requirements, and (iii) the Company’s Policy on Recovery (Clawback) of Incentive Compensation from Executives, as in effect from time to time, all to the extent determined by the Committee to be applicable to the Participant.

[signature page follows]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first set forth above.

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Exhibit 10.3

ANNALY CAPITAL MANAGEMENT, INC.

RSU Award Agreement

THIS RSU AWARD AGREEMENT (this “Agreement”), dated as of «Grant_Month» «Grant_Day», «Grant Year» is between Annaly Capital Management, Inc., a Maryland corporation (the “Company”) and «Name» (the “Participant”), and governs the RSUs granted by the Company to the Participant in accordance with and subject to the provisions of the Annaly Capital Management, Inc. 2020 Equity Incentive Plan (the “Plan”). A Prospectus describing the Plan has been delivered to the Participant. The Plan itself is available upon request. All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1. Grant of RSUs. Effective as of «Grant_Month» «Grant_Day», «Grant_Year» (the “Date of Grant”), the Company granted the Participant a total of «Shares» RSUs in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. Each RSU represents the right to receive a Share upon settlement of the vested RSUs as set forth herein.

2. Grant of Dividend Equivalent Rights. Effective as of the Date of Grant, the Company also granted the Participant Dividend Equivalent Rights in accordance with the Plan and subject to the terms and conditions set forth in the Plan and this Agreement. The Dividend Equivalent Rights entitle the Participant to be credited with additional RSUs (the “Additional RSUs”) with respect to cash dividends (other than extraordinary cash dividends) paid on Shares during the period beginning on the Date of Grant and ending on the earlier of the date that the vested RSUs and vested Additional RSUs are settled in accordance with Section 4 of this Agreement or the date that the RSUs and Additional RSUs are forfeited in accordance with Section 3 of this Agreement. On each date that cash dividends (other than extraordinary cash dividends) are paid on Shares, the Participant shall be credited with Additional RSUs as follows: The cash dividend per Share shall be multiplied by the number of RSUs and Additional RSUs outstanding and credited to the Participant on the dividend payment date and the resulting product shall be divided by the Fair Market Value on the dividend payment date. Each Additional RSU represents the right to receive a Share upon settlement of the vested Additional RSUs as set forth herein.

3. Vesting. The Participant’s interest in the RSUs shall become vested and nonforfeitable to the extent provided in Sections 3(a) through (g) below.

(a) Continued Service. The Participant’s interest in the RSUs shall become vested and nonforfeitable in accordance with the following schedule, subject to the Participant’s continuous Service (as defined below) from the Date of Grant through the applicable vesting date:

(i) on the first anniversary of the Date of Grant, the number of RSUs that most nearly equals (but does not exceed) one-third of the RSUs granted to the Participant shall become vested and nonforfeitable;

(ii) on the second anniversary of the Date of Grant, the number of RSUs that most nearly equals (but does not exceed) one-third of the RSUs granted to the Participant shall become vested and nonforfeitable; and

(iii) on the third anniversary of the Date of Grant, the remaining number of RSUs shall become vested and nonforfeitable.

For purposes of this Agreement, “Service” means service to the Company or an Affiliate as an employee, Non-Employee Director, or other bona fide service provider (whether as a consultant, advisor or otherwise). The Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as the Participant continues to be an employee, Non-Employee Director, or other bona fide service provider to the Company or an Affiliate.

(b) Change in Control. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested) shall become vested and nonforfeitable in connection with a Change in Control in accordance with the provisions of Section 10(b) of the Plan, subject to the requirements of Section 21 of the Plan (regarding potential adjustments as a result of Section 280G and related provisions of the Code). For any Participant who is not a Non-Employee Director, for purposes of Section 10(b)(ii) of the Plan (regarding vesting of the RSUs during the two-year period following a Change in Control if the RSUs are assumed, converted or replaced in the transaction), the following terms have the following meanings:

(i) “Cause” shall be as defined in any employment agreement, offer letter, or similar agreement between the Participant and the Company or an Affiliate, and if there is no such agreement or definition, “Cause” shall mean that the Participant is found by the Company to have (i) committed an act of fraud or dishonesty in the course of the Service; (ii) been convicted of (or plead no contest with respect to) a crime constituting a felony or a crime of comparable magnitude under applicable law (as determined by the Company in its sole discretion); (iii) failed to perform the Participant’s job duties where such failure is materially injurious to the Company and its Affiliates, or to the business interests or reputation of the Company and its Affiliates; (iv) materially breached any written policy applicable to the Participant’s Service including, but not limited to, the Company’s Code of Business Conduct and Ethics; or (v) materially breached any Service-related covenants under any agreement with the Company or an Affiliate; provided, however, that with respect to any breach or failure that is curable by the Participant, as determined by the Company in good faith, the Company has provided the Participant written notice of the material breach or failure and the Participant has not cured such breach or failure, as determined by the Company in good faith, within fifteen (15) days following the date the Company provides such notice.

(ii) “Good Reason” shall be as defined in any employment agreement, offer letter, or similar agreement between the Participant and the Company or an Affiliate, and if there is no such applicable definition, termination of Service for Good Reason shall not be applicable to the Participant under Section 10(b)(ii) of the Plan.

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(c) Death or Disability. The Participant’s interest in all of the RSUs granted to the Participant (if not sooner vested) shall become vested and nonforfeitable on the date that the Participant’s Service terminates if (i) the Service terminates on account of the Participant’s death or because the Participant has a total and permanent disability within the meaning of Section 22(e)(3) of the Code and (ii) the Participant remains in Service from the Date of Grant until the date the Service ends on account of the Participant’s death or total and permanent disability. The Participant’s beneficiary shall receive payment with respect to the RSUs (and any Additional RSUs) in the event of the Participant’s death. The beneficiary shall be the Participant’s surviving spouse, if any, and if no surviving spouse, then the Participant’s estate, provided that the Company, in its discretion, may permit the Participant to designate a beneficiary in accordance with such written procedures as the Company may establish.

(d) Vesting Required by Employment Agreement. Notwithstanding any provision herein to the contrary, if the Participant terminates Service under conditions that would provide full or partial vesting of the Award in accordance with a written employment agreement, offer letter, or similar agreement between the Company and the Participant, then the Participant’s interest in the RSUs shall become vested and nonforfeitable to the extent provided by such written agreement. Any such vesting shall be subject to the terms and conditions of the applicable written agreement, including any requirement that the Participant provide the Company with a release of claims.

(e) Involuntary Termination without Cause. Notwithstanding any provision herein to the contrary, if the Participant’s Service is terminated by the Company for any reason other than Cause (as defined in Section 3(b)(i) above) and other than as set forth in Sections 3(c) and (d) above, then subject to the conditions of this Section 3(e), the RSUs shall continue to become earned, vested and settled in accordance with the schedule set forth in Section 3(a) above. In order to continue to earn and become vested in the RSUs, the Participant must (i) sign and not revoke a release of claims in such form as required by the Company no later than 60 days after such termination of Service, and (ii) comply with any post-employment covenants applicable to the Participant under any written agreement with the Company. For the avoidance of doubt, if Section 3(d) applies to the Participant, this Section 3(e) shall not apply.

(f) Additional RSUs. The Participant’s interest in the Additional RSUs shall become vested and nonforfeitable on the date, and to the extent that, the underlying RSUs in respect of which the Additional RSUs were credited, become vested and nonforfeitable.

(g) Cancellation/Forfeiture in All Other Cases. Except as provided in this Section 3, any RSUs and Additional RSUs that are not vested and nonforfeitable on or before the date that the Participant terminates Service (including voluntary termination for any reason or involuntary termination for Cause) shall be canceled and forfeited on the date that Service terminates and all of the Participant’s rights to such RSUs and Additional RSUs shall immediately terminate without any payment of consideration by the Company.

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4. Settlement. Except as provided in Section 5, RSUs and Additional RSUs that become vested and nonforfeitable shall be settled by the issuance of an equal number of Shares. A fractional Share will not be issued but will instead be disregarded. The issuance shall be made no later than thirty days after the date of vesting; provided that any RSUs and Additional RSUs outstanding on the date of a Change in Control that become vested as a result of the closing of the Change in Control shall be settled on the date of the Change in Control. If the RSUs or Additional RSUs are deferred compensation that is subject to the requirements of Section 409A of the Code, the timing of payment shall be subject to the requirements of Section 18 of the Plan. Upon any vesting of RSUs and Additional RSUs, the Committee reserves the right to issue to the Participant, in full satisfaction of the delivery of Shares, a single cash payment equal to the Fair Market Value of Shares on the day preceding the date of payment or a combination of Shares and cash payment based on the Fair Market Value on the day preceding the date of payment. References in this Agreement to Shares issuable in connection with the RSUs and Additional RSUs will include the potential issuance of its cash equivalent pursuant to such right.

5. Responsibility for Taxes.

(a) General. Regardless of any action the Company takes with respect to any or all income tax, payroll tax or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items owed by the Participant is and remains the Participant’s responsibility and that the Company or an Affiliate that the Participant provides Services to (the “Employer”) (i) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant or vesting of the RSUs and Additional RSUs or the subsequent sale of any Shares acquired upon vesting; and (ii) does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b) Withholding. Prior to vesting of any RSUs and Additional RSUs, the Participant shall pay or make adequate arrangements satisfactory to the Company to satisfy all withholding obligations of the Company or Employer. In this regard, the Participant authorizes the Company and/or Employer to withhold all applicable Tax-Related Items legally payable by the Participant from the Participant’s wages or other cash compensation paid to the Participant by the Company or Employer or from proceeds of the sale of any Shares. Alternatively, or in addition, to the extent permissible under applicable law, the Company or Employer may (i) sell or arrange for the sale of any Shares that the Participant acquires to meet the withholding obligation for Tax-Related Items, and/or (ii) retain a number of the RSUs and Additional RSUs otherwise payable, provided that the Company only retains a number of RSUs and Additional RSUs necessary to satisfy no more than the required withholding amount (not to exceed maximum statutory rates). Finally, the Participant shall pay to the Company and/or Employer any amount of Tax-Related Items that the Company may be required to withhold as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to deliver any Shares or make any payment with respect to any earned and vested RSUs and Additional RSUs if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items as described in this Section 5.

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6. Transferability; Unfunded Arrangement. Until such time as the RSUs and Additional RSUs become earned and vested in accordance with this Agreement, the RSUs and Additional RSUs, and any rights relating thereto, may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant, other than in connection with the Participant’s death. Any attempt to assign, alienate, pledge, attach, sell or otherwise transfer or encumber the RSUs and Additional RSUs or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the RSUs and Additional RSUs will be forfeited by the Participant and all of the Participant’s rights to such RSUs and Additional RSUs shall immediately terminate without any payment of consideration by the Company. RSUs and Additional RSUs constitute an unfunded and unsecured obligation of the Company.

7. Shareholder Rights. The Participant shall not have any rights as a shareholder of the Company with respect to the RSUs and Additional RSUs until, and then to the extent that, Shares are issued in settlement of the RSUs and Additional RSUs. Upon the issuance of Shares in settlement of the RSUs and Additional RSUs, the Participant shall have all the rights of a shareholder of the Company with respect to those Shares, including the right to vote the Shares and to receive all dividends on the Shares.

8. No Right to Continued Service. This Agreement and the grant of the RSUs and Dividend Equivalent Rights does not give the Participant any rights with respect to continued Service. This Agreement and the grant of the RSUs and Dividend Equivalent Rights shall not interfere with the right of the Company, the Manager or an Affiliate to terminate the Participant’s Service.

9. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Maryland except to the extent that Maryland law would require the application of the laws of another state. Any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award or this Agreement shall be litigated solely and exclusively in the state or federal courts located in the City of New York, New York unless otherwise required by applicable law, and the parties agree that such courts are convenient forums. Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.

10. Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.

11. Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and the Participant agrees to be bound by all the terms and provisions of the Plan.

12. Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and the Participant’s successors in interest and the Company and any successors of the Company.

13. Counterparts. This Agreement may be executed in counterparts and each counterpart shall be deemed an original document and all counterparts shall constitute a single document.

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14. Further Assurances. The Participant agrees, upon demand of the Company, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company to implement the provisions and purposes of this Agreement and the Plan.

15. Recovery of Compensation. In accordance with Section 20 of the Plan, the Award is subject to the requirements of (i) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (regarding recovery of erroneously awarded compensation) and any implementing rules and regulations thereunder, (ii) any policies adopted by the Company to implement such requirements, and (iii) the Company’s Policy on Recovery (Clawback) of Incentive Compensation from Executives, as in effect from time to time, all to the extent determined by the Committee to be applicable to the Participant.

[signature page follows]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first set forth above.

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