Exhibit 10.1

ORCHID ISLAND CAPITAL, INC.

2022 LONG-TERM EQUITY INCENTIVE COMPENSATION PLAN

This 2022 Long-Term Equity Incentive Compensation Plan (the “2022 Plan”) sets forth

terms and conditions on which equity awards may be made by Orchid Island Capital, Inc. (the

“Company”).

 All employees of Bimini Advisors, LLC, which is the Company’s external manager (the

“Manager”), and employees of entities affiliated with the Manager (collectively, the

“Employees”) are eligible to participate in the 2022 Plan. Members of our Manager’s and its

affiliates’ senior management team also serve as the Company’s executive officers, including the

Company’s Chief Executive Officer and Chief Financial Officer. All of the Employees are

referred to as “Participants.” Being a Participant does not entitle the individual to an award under

the 2022 Plan. The Compensation Committee of the Board of Directors of the Company (the

“Committee”) will have absolute sole discretion over all aspects of the 2022 Plan, including but

not limited to the ability to reduce the amount of any bonus award or the size of the bonus pool

even if the performance objectives and other terms of the 2022 Plan are satisfied and to adjust

the Company’s book value for purposes of the 2022 Plan due to dilutive issuances of the

Company’s common stock. 

 Participants will be eligible to earn awards under the 2022 Plan for performance over the

next one-year, three-year and five-year periods. A bonus pool will be established under the 2022

Plan for each of the one-, three- and five-year measurement periods. The amount credited to the

bonus pool will be based on the Company’s performance under each of the three performance

criteria (which are described below) of the 2022 Plan for each of the three measurement periods.

The Committee, in its discretion, will determine each Participant’s award (

i.e.

, the percentage of

the bonus pool paid to each Participant). 

 The maximum amount that may be credited to the bonus pool for each measurement

period will equal the average management fees paid by the Company to the Manager (pursuant

to the terms of the management agreement between the Company and the Manager) for such

period multiplied by the applicable percentage described in the table below. Under the 2022

Plan, the maximum bonus pool for awards to be issued for performance during (i) the one-year

measurement period will equal 20% of the average monthly management fee earned during 2022

multiplied by 12, (ii) the three-year measurement period will equal 35% of the average annual

management fee paid for 2022 through 2024 and (iii) for the five-year measurement period will

equal 45% of the average annual management fee paid for 2022 through 2026. 

 As noted above, the amount credited to the bonus pool for each measurement period will

reflect the Company’s performance measured against the three performance criteria described

below. The table below illustrates the maximum amount that may be credited to the bonus pool

for each measurement period (as a percentage of the average management fees for the applicable

period). The table also shows the amount that may be credited to the bonus pool for each

measurement period (also as a percentage of the average management fees for the applicable

period) for achievement of objectives with respect to each of the performance criteria. For

example, the maximum amount that may be credited to the bonus pool for the three-year

measurement period based on Agency RMBS rate (as defined below) relative performance is

10.50% of the average management fees paid for 2022 through 2024.

1-year

3-year

5-year

Peer-relative financial performance

9.00%

15.75%

20.25%

Agency RMBS rate relative performance

6.00%

10.50%

13.50%

Peer-relative book value performance

5.00%

8.75%

11.25%

Total for Measurement Period

20.00%

35.00%

45.00%

The Committee established the following performance measures and the performance

thresholds that must be satisfied for awards to be earned under the 2022 Plan. 

 Peer-Relative Financial Performance.

No amount will be earned for this performance

measure unless the Company’s financial performance for the applicable measurement period

exceeds the mean of the financial performance of the companies in the Peer Group (defined

below) for the applicable measurement period. The financial performance of the Company and

those in the Peer Group will equal the sum of total dividends paid during the measurement period

and the change in book value during the measurement period divided by the book value on the

first day of the applicable measurement period. The “Peer Group” consists of the following

companies: AGNC Investment Corp., Annaly Capital Management, Inc., Arlington Asset

Investment Corp., ARMOUR Residential REIT, Inc., Cherry Hill Mortgage Investment

Corporation, Dynex Capital, Inc. and Invesco Mortgage Capital Inc. In the event that a company

in the Peer Group merges with another entity, sells all or a significant portion of its business,

dissolves, liquidates or the Committee determines that a company has substantially changed its

business in such a way that it no longer conducts a similar business to the Company’s business,

then such company will be removed from the Peer Group for the measurement period(s) when

such event occurs.

 Agency RMBS Rate Relative Performance.

The Company’s performance under this

performance measure will equal the sum of the change in book value during the applicable

measurement period and total dividends paid during the measurement period. No amount will be

earned for this performance measure unless the Company’s performance as calculated in the

preceding sentence for the applicable measurement period exceeds the Agency RMBS rate

multiplied by the number of years in the measurement period. The “Agency RMBS rate” will

equal the yield on the Fannie Mae 30-year fixed rate current coupon mortgage as of the

beginning of 2022 of 2.067% (determined by averaging the rate as of the last business day of

2021 and the first business day of 2022) plus 400 bps, or 6.067%.

 Peer-Relative Book Value Performance.

 No amount will be earned for this performance

measure unless the Company’s change in book value for the applicable measurement period

(calculated in accordance with the following sentence) exceeds the mean change in book value

for the companies in the Peer Group. The change in book value for the Company and those in the

Peer Group will be determined by subtracting the book value on the first day of the measurement

period from the book value on the last day in the measurement period, with such amount divided

by the book value on the first day of the measurement period.

 If the Company’s results for a performance measure equal or are less than the threshold

for a measurement period, no amount will be added to the bonus pool for the measurement

period with respect to that measurement criterion. The table below details the amounts by which

the Company’s performance must exceed the threshold performance measures described above

for the maximum bonus award to be added to the bonus pool. Linear interpolation will be used

for results falling between the threshold and the result that must be achieved to earn the

maximum award.

1-year

3-year

5-year

Peer-relative financial performance

Threshold + 5.0%

Threshold + 10.0%

Threshold + 15.0%

Agency RMBS rate relative performance

Threshold + 5.0%

Threshold + 10.0%

Threshold + 15.0%

Peer-relative book value performance

Threshold + 2.0%

Threshold + 4.0%

Threshold + 6.0%

 Awards for these three measurement periods will be paid no later than March 30 of the

year

following the end of the relevant measurement period. The Committee anticipates that 50% of

earned bonuses will be paid in unrestricted shares of the Company’s common stock and 50% will

be paid in the form of “Performance Units,” all of which will be issued under the 2021 Equity

Incentive Plan (the “2021 Plan”). The number of unrestricted shares of the Company’s common

stock and Performance Units to be issued in satisfaction of the earned bonuses will be

determined by dividing the amount of such bonus by the average closing price of the Company’s

common stock on the New York Stock Exchange for the 10 trading days preceding the grant date

of the common stock and Performance Units rounded to the nearest whole number. The

Performance Units will vest at the rate of 10% per quarter commencing with the first quarter

after the one year anniversary of the end of the applicable measurement period, with the

Participant receiving one share of the Company’s common stock for each Performance Unit that

vests. The Participant must continue to be employed by the Company as of the end of each such

quarter in order to vest in the number of Performance Units scheduled to vest on that date. In the

event of a Change in Control (as defined in the 2021 Plan) or the death or disability of the

Participant, all of his or her Performance Units will be vested. When vested, each Performance

Unit will be settled by the issuance of one share of the Company’s common stock, at which time

the Performance Unit shall be cancelled immediately, but in no case later than March 30 of the

year after the year in which the Performance Units vest. 

 The Performance Units will contain dividend equivalent rights which entitle the

Participants to receive distributions declared by the Company on common stock. One

Performance Unit is equivalent to one share of common stock for purposes of the dividend

equivalent rights. Other than dividend equivalent rights, the Performance Units do not entitle the

Participants to any of the rights of a stockholder of the Company. 

 The number of outstanding Performance Units will be subject to the following

adjustments prior to the date on which such Performance Unit vests:

 Book Value Impairment

. A “Book Value Impairment” will occur if over any two

consecutive quarters the following conditions are satisfied: (i) the Company’s book value per

share declines by 15% or more during the first of such two quarters and (ii) the Company’s book

value per share decline from the beginning of such two quarters to the end of such two quarters is

at least 10%. If a Book Value Impairment occurs, then the number of Performance Units that are

outstanding as of the last day of such two quarter period shall be reduced by 15%.

 Extraordinary Book Value Preservation

. “Extraordinary Book Value Preservation” will

occur in any quarter in which the following conditions are satisfied: (i) the median change in the

book value per share of the companies in the Peer Group (the “Median Book Value Decline”) is

a decline of 6% or more and (ii) the Company’s book value per share either (a) increases or (b)

declines by a percentage that is less than 50% of the Median Book Value Decline. If an event of

Extraordinary Book Value Preservation occurs, then the number of Performance Units that are

outstanding as of the last day of the quarter in which the Extraordinary Book Value Preservation

has occurred shall be increased by 5 basis points for every 1 basis point of difference between

the Company’s book value per share percentage change and the Median Book Value Decline

during such quarter.

 Outperform All Peer Companies

. The Company will “Outperform All Peer Companies”

in any quarter in which the following conditions are satisfied: (i) the companies in the Peer

Group all experience a decline in book value per share and (ii) the Company’s book value per

share either (a) increases or (b) declines by an amount that is less than the decline experienced by

each company in the Peer Group. If the Company Outperforms All Peer Companies in any

quarter, then the number of Performance Units that are outstanding as of the last day of such

quarter shall increase by 10%.

 The Committee anticipates adopting similar plans for future years with modifications to

the performance measures and hurdle rates as the Committee deems appropriate.