Exhibit 10.2

[Arlington Asset Investment Corp. Letterhead]

[Date]

Name

Street Address

City, State Zip

Restricted Stock Award

Dear ________:

You have been granted a Restricted Stock Award pursuant and subject to the terms of the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan (the “Plan”).  The terms and conditions of your Restricted Stock Award are set forth in this letter agreement (the “Award Agreement”) and the Plan.  A copy of the Plan is available upon request.  All terms that are used in this Award Agreement have the same meaning as set forth in the Plan.

Grant Date.  The Restricted Stock Award was granted to you on ________ __, 20__ (the “Date of Grant”).

Award.  The Restricted Stock Award covers ____ Shares.

[Select Applicable Restriction Period Provision]

[Restriction Period.  The Restricted Stock Award will have a ___ year restriction period (the “Restriction Period”) beginning on the Date of Grant.  (The Restriction Period is the vesting or waiting period before you have full ownership of the Shares subject to the Restricted Stock Award.)  The Restriction Period will lapse ratably for an equal number of shares beginning on the first anniversary of the Date of Grant and continuing on each subsequent anniversary of the Date of Grant until the Restriction Period has lapsed with respect to all of the Shares subject to the Restricted Stock Award.]

[Restriction Period.  The Restricted Stock Award will have a ___ year restriction period (the “Restriction Period”) beginning on the Date of Grant.  (The Restriction Period is the vesting or waiting period before you have full ownership of the Shares subject to the Restricted Stock Award.)  The restrictions on all of the Shares subject to the Restricted Stock Award will lapse with respect to all Shares on the _____ anniversary of the Date of Grant.]

[Restriction Period.  The Restricted Stock Award will have a restriction period (the “Restriction Period”) that began on the Date of Grant.  (The Restriction Period is the vesting or waiting period before you have full ownership of the Shares subject to the Restricted Stock Award.)  The restrictions on the Shares subject to the Restricted Stock Award will lapse on the date, and to the extent that, [describe applicable performance vesting requirements and the number of Shares that will vest based on achievement of the performance vesting requirements]].

If a Change in Control occurs prior to the end of the Restriction Period for all or a portion of the Shares subject to the Restricted Stock Award, and if the Participant provides continuous service to Company or an Affiliate (either as an employee or member of the Board) from the Date of Grant until the date of the Change in Control, the Restriction Period shall lapse for any such unvested Shares in accordance with Section 9.3 of the Plan.

Upon the lapse of the Restriction Period and satisfaction of your tax withholding obligation (as described in Section 11.1 of the Plan), you will have full ownership rights in the vested Shares.

Holding Period.  The Shares subject to the Restricted Stock Award, reduced by the number of Shares withheld to satisfy withholding taxes, may not be sold or transferred before the earlier of (i) the first anniversary of the date on which the Restriction Period lapsed with respect to the Shares being sold or (ii) the date the Participant is no longer employed by, or providing services to, the Company or an Affiliate.

Dividend Payments and Voting Rights.  During the Restriction Period, any dividends declared by the Company will be paid on the Shares subject to your Restricted Stock Award, but any such dividend payments will be treated as compensation reportable on your Form W-2.  Although you will not have full ownership rights over the Shares until the Restriction Period has ended, you will benefit from this provision of Share ownership.  During the Restriction Period you also will be entitled to vote the Shares subject to the Restricted Stock Award.

If You Leave the Company.  If your employment with the Company and its Affiliates ends before the Restriction Period ends with respect to some or all of the Shares, you will forfeit the Shares subject to the Restricted Stock Award that have not previously vested, i.e., any Shares for which the Restriction Period has not lapsed.  As provided in Section 10.4 of the Plan, you may vest, as determined by the Committee, in its discretion and subject to the terms and conditions prescribed by the Committee, in some or all of the Shares subject to the Restricted Stock Award if your employment with the Company and its affiliates ends under certain circumstances including on account of your death, Disability or Retirement or termination without Cause as part of a Reduction in Force.

Definitions.  The following definitions apply for purposes of this Agreement:

(a)“Cause” means the Board’s determination, in good faith and after reasonable investigation, that the Participant (x) has been convicted of a felony; (y) has engaged in conduct relating to the Company that constitutes a material breach of fiduciary duty or fraud or (z) materially failed to follow a proper directive of the Board within the scope of the Participant’s duties and that is capable of being performed by the Participant with reasonable effort.  The Participant’s termination shall not be for Cause unless the Board gives the Participant written notice specifying the grounds that the Board asserts constitute Cause and the performance required to remedy the failure (if remediable) and the Participant fails to perform as required to remedy the failure during the thirty day period after receipt of the written notice (if the grounds are remediable).

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(b)“Disability” means that the Participant is permanently and totally disabled as described in Code section 22(e)(3).

(c)“Retirement” means a voluntary resignation from employment with the Company and its Affiliates that the Committee, in its discretion, determines shall constitute a “Retirement” under this Agreement.

(d)A termination due to a “Reduction in Force” shall mean involuntary termination due to a position elimination, as determined by the Committee in its discretion.

Transferability.  The Shares subject to the Restricted Stock Award and your rights under the Restricted Stock Award may not be sold, assigned, transferred or pledged during the Restriction Period, other than by will or the laws of descent and distribution.

Change in Capital Structure.  The terms of the Restricted Stock Award shall be adjusted as provided in Section 10.2 of the Plan in the event that the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidation of Shares or other similar changes in capitalization.

Plan Controls.  In the event of any conflict between the provisions of the Plan and this Award Agreement, the provisions of the Plan as in effect on the Date of Grant shall govern.  By signing this Award Agreement you agree to be bound by all of the terms and provisions of the Plan and acknowledge that a copy of the Plan has been made available to you.

No Employment Rights.  This Award Agreement and the grant of the Restricted Stock Award do not confer upon you any right with respect to continuance of employment with the Company or an affiliate and do not interfere with the right of the Company or an affiliate to terminate your employment.

Section 409A. By accepting the grant of the Restricted Stock, you agree that the Restricted Stock Award granted hereunder and any dividends thereon are intended to be exempt from Section 409A of the Code and the regulations promulgated thereunder and shall be limited, construed and interpreted as such. You agree that the Company may unilaterally modify this Award Agreement to fulfill this intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on you by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.  

Governing Law.  This Award Agreement and the Restricted Stock Award will be governed by the laws of the Commonwealth of Virginia other than those provisions of Virginia law that would require the application of the laws of another state.

Taxes.  You are strongly advised to consult your own tax professional concerning the tax implications of the Restricted Stock Award in your particular circumstances.  The Company cannot and does not provide you with tax advice.

Please contact _________________ at ___________ if you have any questions regarding the Restricted Stock Award.

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You must sign the enclosed copy of this Award Agreement in the space provided below in order to accept the Restricted Stock Award.  The signed copy of this Award Agreement should be returned to ___________ at _______________________.

Sincerely,

Name

Title

Enclosure

Acceptance

I hereby accept the grant of the Restricted Stock Award in accordance with the terms and conditions set forth in the Award Agreement above and as prescribed by the Plan.

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Exhibit 10.3

[Arlington Asset Investment Corp. Letterhead]

[Date]

Name

Street Address

City, State Zip

Deferred Stock Unit Award Agreement

Dear ________:

THIS DEFERRED STOCK UNIT AGREEMENT (the “Agreement”), effective as of ________ __, 20__ between ARLINGTON ASSET INVESTMENT CORP., a Virginia corporation (the “Company”) and ___________________ (“Participant”), is made pursuant to and subject to the provisions of the Arlington Asset Investment Corp. 2021 Long-Term Incentive Plan (the “Plan”), a copy of which has been made available to the Participant.  All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

1.Grant of Deferred Stock Units.  Pursuant to Section 8.4 of the Plan, effective as of ________ __, 20__ (the “Date of Grant”), the Company hereby grants to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions of this Agreement, an Other Stock-Based Award in the form of “deferred stock units” (the “DSUs”) with respect to _______ Shares.

2.Vesting of DSUs.  The Participant’s interest in the DSUs shall be vested and nonforfeitable as of the Date of Grant.

3.Settlement of DSUs.  The Participant’s interest in the DSUs shall be settled in one whole Share for each DSU and a single cash payment in lieu of any fractional Share.  The Company shall issue the Shares and make the cash payment to the Participant within thirty days after the earlier of (a) the date of a Change in Control or (b) the later of (x) the first anniversary of the Date of Grant or (y) except as provided in Section 13, the date the Participant Separates from Service.

4.Beneficiary Designation. The Participant may designate one or more beneficiaries to receive any Shares and cash payment that remains payable to the Participant at the time of the Participant’s death.  The Participant may designate one or more beneficiaries only in writing and such designation shall be effective only when received by the Company.  A designation of one or more beneficiaries supersedes the prior beneficiary designation as of the date that the later designation is received by the Company.  If the Participant fails to designate a beneficiary or if no beneficiary survives the Participant, the Participant’s estate shall be deemed to be the beneficiary.

5.Dividend Equivalents.  The Participant shall receive a cash payment from the Company for each DSU equal to the dividend per Share with respect to each cash dividend paid on a Share for which the record date is on or after the Date of Grant and on or before the date

that the DSUs are settled in accordance with paragraph 3.  Each cash payment shall be made to the Participant on the date that the related cash dividend is paid to the Company’s shareholders.

6.Separation from Service.  For purposes of this Agreement, the term “Separation from Service” means a separation from service as defined in Treasury Regulation § 1.409A-1(h).

7.Nontransferability.  The DSUs are nontransferable and may not be pledged, assigned or hypothecated.

8.Shareholder Rights.  The Participant shall not have any rights as a shareholder of the Company with respect to the DSUs, but the DSUs include dividend equivalents as described under Section 5.  Upon the issuance of Shares in settlement of the DSUs, the Participant shall have all of the rights of a shareholder of the Company with respect to those Shares, including the right to vote the Shares and the right to receive all dividends on the shares.

9.No Right to Continued Service.  The grant of the DSUs does not give the Participant any right with respect to continuance of service on the Board or with the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s service at any time.

10.Change in Capital Structure.  The number of DSUs shall be adjusted as the Board determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups subdivisions or consolidations of shares, other similar changes in capitalization or such other events as are described in the Plan.

11.Governing Law.  This Agreement shall be governed by the laws of the Commonwealth of Virginia.

12.Conflicts.  In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and the provisions of 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.

13.Section 409A. By accepting the grant of the DSUs, the Participant agrees that the DSUs and dividend equivalents granted hereunder are intended to be compliant with Section 409A of the Code and the regulations promulgated thereunder and shall be limited, construed and interpreted as such, including, without limitation, by delaying the issuance of Shares contemplated hereunder, if necessary to comply with Section 409A.  The Participant agrees that the Company may unilaterally modify this Award Agreement to fulfill this intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.  For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which the Participant is entitled shall be treated as a separate payment. Notwithstanding anything in this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Deferred Stock Unit that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s Separation from Service shall be made to such Participant prior to the date that is six months after the date of such Participant’s Separation from Service or, if

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earlier, the date of the Participant’s death.  Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

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

15.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 successors of the Company.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer and the Participant has signed this Agreement as of the date first written above.

ARLINGTON ASSET INVESTMENT CORP.[PARTICIPANT]

By:

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Exhibit 10.4

ARLINGTON ASSET INVESTMENT CORP.

Performance Restricted Stock Unit Agreement

THIS AWARD AGREEMENT (this “Agreement”), dated as of the ________ day of __________, 202__, governs the Restricted Stock Unit award granted by ARLINGTON ASSET INVESTMENT CORP. (the “Company”), to [Participant name] (the “Participant”), in accordance with and subject to the provisions of the Company’s 2021 Long-Term Incentive Plan (the “Plan”).  A copy of the Plan has been made available to the Participant.  All terms used in this Agreement that are defined in the Plan have the same meaning given them in the Plan.

1.Grant of Performance RSU Award.  In accordance with the Plan, and effective as of [date] (the “Date of Grant”), the Company hereby grants to the Participant, subject to the terms and conditions of the Plan and this Agreement, an award of [number] Restricted Stock Units, in the form of “performance restricted stock units” (“Performance RSUs”), subject to the terms and conditions of this Agreement.

2.Vesting Based on Performance. The Performance RSUs will vest in accordance with the following provisions:

(a)Performance Measures.  A percentage (from [number] percent to [number] percent) of the Performance RSUs may be earned in accordance with paragraph 2(b) based on [description of performance metrics]. Performance RSUs that are not earned in accordance with paragraph 2(b) shall be forfeited as of the last day of the Measurement Period.  Except as provided in paragraph 3, all of the Performance RSUs shall be forfeited on the date that the Participant is no longer providing services to the Company or an Affiliate (either as an employee or member of the Board) if such service ends before [date].

(b)Performance Targets.  [description of performance targets and associated payouts]

3.Termination of Employment.  Performance RSUs that are earned under paragraph 2 shall be vested on [date] so long as the Participant continues to provide services to the Company or an Affiliate, either as an employee of the Company or an Affiliate or a member of the Board, through such date. Except as provided in the following paragraphs 3(a), 3(b), 3(c) and 3(d), Performance RSUs shall be forfeited as provided in paragraph 2 if the Participant ceases to provide services to the Company or an Affiliate, either as an employee of the Company or an Affiliate or a member of the Board, before [date].

(a)Death or Disability.  If the Participant provides continuous service to the Company or an Affiliate (either as an employee or member of the Board) from [date] until the

date that such service ends on account of the Participant’s death or Disability prior to the end of the Measurement Period then (i) any Performance RSUs then outstanding shall not be forfeited on account of such termination of service and (ii) such Performance RSUs shall be earned in accordance with paragraph 2 and any such Performance RSUs earned shall be vested; provided, however, that if the Participant’s service terminates on account of death or Disability before [date] then the number of Performance RSUs earned and vested shall be the number of Performance RSUs determined under paragraph 2 multiplied by a fraction.  The numerator of that fraction shall be the number of days that the Participant was employed by the Company or an Affiliate or a member of the Board on and after [date], and the denominator of that fraction shall be 365.

(b)Retirement.  If the Participant provides continuous service to the Company or an Affiliate (either as an employee or member of the Board) from [date] until the date that such service ends (before the end of the Measurement Period) on account of the Participant’s Retirement, and if upon such Retirement the Participant enters into a non-competition, non-solicitation, non-disclosure and non-disparagement agreement in a form acceptable to the Company, then (i) any Performance RSUs then outstanding shall not be forfeited on account of such termination of service and (ii) such Performance RSUs shall be earned in accordance with paragraph 2 and any such Performance RSUs earned shall be vested; provided, however, that if the Participant’s Retirement occurs before [date],then the number of Performance RSUs earned and vested shall be the number of Performance RSUs determined under paragraph 2 multiplied by a fraction.  The number of that fraction shall be the number of days that the Participant was employed by the Company or an Affiliate or a member of the Board on and after [date], and the denominator of that fraction shall be 365.

(c)Termination Without Cause.  If the Participant provides continuous service to the Company or an Affiliate (either as an employee or member of the Board) from [date] until the date that the Company or an Affiliate terminates the Participant’s employment for a reason other than Cause before the last day of the Measurement Period, then (i) any Performance RSUs then outstanding shall not be forfeited on account of such termination of service and (ii) the number of Performance RSUs that are earned and that become vested, if any, shall be determined by the Committee after the Measurement Period ends in its sole discretion; provided, however, that the number of Performance RSUs earned and vested shall not exceed the number of such Performance RSUs that are earned in accordance with paragraph 2.

(d)Change in Control.  If a Change in Control occurs during the Measurement Period and if the Participant provides continuous service to Company or an Affiliate (either as an employee or member of the Board) from [date] until the date of the Change in Control, then the outstanding Performance RSUs shall be earned and shall vest in accordance with Section 9.3 of the Plan.

4.Dividend Equivalents.  The Performance RSUs awarded to the Participant under this Agreement include the grant of Dividend Equivalents on each Performance RSU.  The

Dividend Equivalent represents the opportunity to earn additional Shares based on the dividends paid on an equivalent number of Shares during the period that the Performance RSUs are outstanding, i.e., from the Date of Grant, until the date that the Performance RSUs are settled or forfeited in accordance with this Agreement.  Dividend Equivalents shall be deemed to be reinvested in additional Shares (on an unfunded basis and based on the value of the dividends and the Fair Market Value on the Ex-Dividend date for the dividend).  The accumulated Dividend Equivalents shall be paid (in the form of whole Shares) if, when and to the extent that the Performance RSUs are earned and settled.  Dividend Equivalents shall be forfeited if, when and to the extent that the underlying Performance RSUs are forfeited.

5.Settlement.  Any Performance RSUs and Dividend Equivalents that are earned in accordance with this Agreement and that become vested in accordance with paragraph 3 will be settled by the issuance of Shares (one Share will be issued for each Performance RSU and related Dividend Equivalent that are earned and vested), less the number of Shares with a Fair Market Value equal to the amount required to be withheld for income and employment taxes.  Only whole Shares will be issued under this Agreement and the Participant will receive a single cash payment in lieu of any fractional Share that the Participant is otherwise entitled to receive under this Agreement.  The net number of Shares (and cash representing any fractional Share) will be issued to the Participant (or, in the event of the Participant’s death prior to settlement, the person or persons or entity or entities entitled to the Shares under the Participant’s will or the laws of descent and distribution) as soon as practicable after the date on which they vest as set forth in paragraph 3, but in all events not later than March 15 of the year following the date on which they vest; provided, however, that Performance RSUs and Dividend Equivalents that are earned in accordance with paragraph 3(d) shall be settled with the issuance of the net number of Shares (and cash representing any fractional Share) as soon as practicable after the Participant vests as provided in paragraph 3(d) but in all events not later than March 15 of the year following the year in which the Participant vests.  Shares that are issued in settlement of any Performance RSUs and Dividend Equivalents that are earned in accordance with this Agreement and that become vested in accordance with paragraph 3 will be issued pursuant to the Plan.

6.Definitions.  The following definitions apply for purposes of this Agreement:

(a)Cause means the Board’s determination, in good faith and after reasonable investigation, that the Participant (x) has been convicted of a felony; (y) has engaged in conduct relating to the Company that constitutes a material breach of fiduciary duty or fraud or (z) materially failed to follow a proper directive of the Board within the scope of the Participant’s duties and that is capable of being performed by the Participant with reasonable effort.  The Participant’s termination shall not be for Cause unless the Board gives the Participant written notice specifying the grounds that the Board asserts constitute Cause and the performance required to remedy the failure (if remediable) and the Participant fails to perform as required to remedy the failure during the thirty day period after receipt of the written notice (if the grounds are remediable).

(b)Disability means that the Participant is permanently and totally disabled as described in Code section 22(e)(3).

(c)Good Reason means the Participant’s resignation on account of (x) a material diminution of the Participant’s base salary or incentive compensation opportunity, (y) a material diminution in the Participant’s authority, duties or responsibilities or (z) a requirement that the Participant relocate the Participant’s principal office to a location more than fifty miles from his then current location.  A resignation shall not be with Good Reason unless the Participant gives the Board written notice  (within ninety days after the occurrence of the event that the Participant asserts constitute Good Reason) specifying the grounds that the Participant asserts constitute Good Reason and the performance required to remedy the failure, the Company does not remedy the grounds that are asserted as Good Reason within thirty days after the Participant’s notice and the Participant resigns within sixty days after such thirty day period.

(d)Measurement Period means the period beginning on [date] and ending on [date].

(f)Retirement means a voluntary resignation from employment with the Company and its Affiliates that the Committee, in its discretion, determines shall constitute a “Retirement” under this Agreement.

7.Transferability.  Performance RSUs and Dividend Equivalents cannot be transferred except by will or the laws of descent and distribution.  Subject to the requirements of applicable securities laws, Shares that are issued in settlement of Performance RSUs and Dividend Equivalents may be transferred, including by will or the laws of descent and distribution.  

8.Adjustments.  The terms of this Performance RSU award, including the number of Performance RSUs, the performance targets set forth in paragraphs 2(b) and the number of deemed Shares credited under Dividend Equivalents, shall be adjusted as determined by the Board in accordance with the Plan.

9.Shareholder Rights.  The Participant shall have no rights as a shareholder of the Company with respect to the Performance RSUs or Dividend Equivalents until, and then only to the extent that, the Performance RSUs and Dividend Equivalents are settled by the issuance of Shares.

10.No Right to Continued Employment or Service.  The grant of the Performance RSUs and Dividend Equivalents does not give the Participant any rights with respect to continued employment by, or service to, the Company or an Affiliate.  The grant of the Performance RSUs and the Dividend Equivalents does not affect the right of the Company or an Affiliate to terminate the Participant’s employment or service.

11.Holding Period. The Shares subject to the Performance RSU Award, reduced by the number of Shares withheld to satisfy withholding taxes, may not be sold or transferred before the earlier of (i) the first anniversary of the date on which the Performance RSU Award was settled or (ii) the date the Participant is no longer employed by, or providing services to, the Company or an Affiliate.

12.Governing Law.  This Agreement shall be governed by, and construed and interpreted in accordance with the laws of the Commonwealth of Virginia without reference to principles of conflict of laws.

13.Conflicts.  The Participant agrees that in the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall govern.

14.Section 409A. By accepting the grant of the Performance RSUs, the Participant agrees that the Performance RSUs and dividend equivalents granted hereunder are intended to be exempt from Section 409A of the Code and the regulations promulgated thereunder and shall be limited, construed and interpreted as such.  The Participant agrees that the Company may unilaterally modify this Award Agreement to fulfill this intent. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.  

15.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 of the terms and provisions of the Plan.

16.Binding Effect.  This Agreement shall be binding upon the Participant and the Participant’s successors in interest and the Company and any successors to the Company.

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

ARLINGTON ASSET INVESTMENT CORP.