EX-10.2






RAIT FINANCIAL TRUST




2008 INCENTIVE AWARD PLAN




CASH AWARD AGREEMENT




This CASH AWARD AGREEMENT, dated as of      , 2008 (the “Date of Grant”), is
delivered by RAIT Financial Trust (“RAIT”), to      (the “Participant”).



RECITALS




A. The RAIT Financial Trust 2008 Incentive Award Plan (the “Plan”) provides for the
opportunity to receive cash awards.



B. As an inducement for the Participant to promote the best interests of RAIT and its
shareholders, the Compensation Committee of the Board of Trustees of RAIT (the “Committee”) has
adopted a 2008 Cash Award Program under the Plan and has decided to provide the Participant with
the opportunity to receive a cash award that will be paid to the Participant under the Plan if
certain performance goals are attained, subject to the terms and conditions set forth in this Cash
Award Agreement (the “Agreement”) and the Plan. The Participant may receive a copy of the Plan by
contacting      , at      .



NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



1. Cash Award Opportunity. Subject to the terms and conditions set forth in this Agreement
and the Plan, RAIT hereby notifies the Participant that he has the opportunity to receive a cash
award in an amount set forth in Exhibit A attached hereto (the “Cash Award”), with the
actual amount of the Cash Award that the Participant will receive, if any, to be based on the
satisfaction of the performance goals set forth in Exhibit A attached hereto (the
“Performance Goals”). The Participant shall not be entitled to receive any portion of the Cash
Award that does not become payable because of the failure to fully satisfy the Performance Goals.



2. Employment. Except as otherwise provided in the Participant’s employment agreement, if
any, with the Company (as defined in the Plan), if the Participant’s employment or service with the
Company terminates for any reason or no reason prior to December 31, 2008, the Participant shall
not have any opportunity to receive any portion of the Cash Award that otherwise becomes payable
after such termination date, irrespective of the level of achievement of the Performance Goals.



3. Timing of Payment. No payment of the Cash Award shall occur until the Committee has
certified the level of achievement of the Performance Goals, which certification shall occur as
soon as administratively practicable after December 31, 2008 and all of the financial data
necessary to determine the level achievement of the Performance Goals has been received by the
Committee (the “Certification Date”). The portion of the Cash Award, if any, that becomes payable
to the Participant based on the satisfaction of the Performance Goals shall be paid by RAIT to the
Participant in a single lump sum cash payment following the Certification Date, but prior to March
15, 2009.



4. Change of Control. The provisions set forth in the Plan applicable to a Change of
Control (as defined in the Plan) shall apply to the Cash Award, and, in the event of a Change of
Control, the Committee may take such actions as it deems appropriate in accordance with the terms
of the Plan.



5. Acknowledgment by Participant. By executing this Agreement, the Participant hereby
acknowledges that with respect to any right to payment pursuant to this Agreement, the Participant
is and shall be an unsecured general creditor of RAIT without any preference as against other
unsecured general creditors of RAIT, and the Participant hereby covenants for himself, and anyone
at any time claiming through or under the Participant not to claim any such preference, and hereby
disclaims and waives any such preference which may at any time be at issue, to the fullest extent
permitted by applicable law. The Participant also hereby agrees to be bound by the terms and
conditions of the Plan and this Agreement. The Participant further agrees to be bound by the
determinations and decisions of the Committee with respect to this Agreement and the Plan and the
Participant’s rights to payment under this Agreement and the Plan, and agrees that all such
determinations and decisions of the Committee shall be binding on the Participant, his
beneficiaries and any other person having or claiming an interest under this Agreement and the Plan
on behalf of the Participant.



6. Cash Award Subject to Plan Provisions. This Cash Award is made pursuant to the Plan,
the terms of which are incorporated herein by reference, and in all respects shall be interpreted
in accordance with the Plan. In the event of any contradiction, distinction or difference between
this Agreement and the terms of the Plan, the terms of the Plan will control. This Cash Award is
subject to the interpretations, regulations and determinations concerning the Plan established from
time to time by the Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to rights and obligations with respect to withholding taxes and
other requirements of applicable law. The Committee shall have the authority to interpret and
construe this Cash Award pursuant to the terms of the Plan, its decisions shall be conclusive as to
any questions arising hereunder and the Participant’s acceptance of this Cash Award is the
Participant’s agreement to be bound by the interpretations and decisions of the Committee with
respect to this Cash Award and the Plan.



7. No Rights to Continued Employment or Service. This Cash Award shall not confer upon the
Participant any right to be retained in the employment or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Participant’s employment or
service at any time. The right of the Company to terminate at will the Participant’s employment or
service at any time for any reason is specifically reserved.



8. Assignment and Transfers. The Cash Award may not be transferred, assigned, pledged, or
encumbered by the Participant. Any attempt to transfer, assign, pledge, or encumber the Cash Award
by the Participant shall be null, void and without effect. The rights and protections of RAIT
hereunder shall extend to any successors or assigns of RAIT. This Agreement may be assigned by
RAIT without the Participant’s consent.



9. Withholding. All obligations of RAIT under this Agreement shall be subject to the
rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any
taxes, which includes the Company’s right to withhold from the payment of the Cash Award an amount
necessary to satisfy the Company’s Federal, state and/or local withholding obligations.



10. Applicable Law. The validity, construction, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the State of Maryland,
without giving effect to the conflicts of laws provisions thereof.



11. Application of Section 409A. This Cash Award is not intended to constitute or result
in deferred compensation subject to the requirements of section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”). However, to the extent any amount payable under this Agreement
is subsequently determined to constitute deferred compensation subject to the requirements of
section 409A of the Code, this Cash Award shall be administered in accordance with the requirements
of section 409A of the Code. In such case, payments made under this Agreement may only be made in
a manner and upon an event permitted by section 409A of the Code. In no event shall the
Participant, directly or indirectly, designate the calendar year of payment. This Agreement may be
amended without the consent of the Participant in any respect deemed by the Committee to be
necessary in order to preserve compliance with Section 409A of the Code.



12. Notice. Any notice to RAIT provided for in this instrument shall be addressed to RAIT
in care of the Committee at the principal office of RAIT, and any notice to the Participant shall
be addressed to such Participant at the current address shown on the payroll records of the
Company, or to such other address as the Participant may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.



[SIGNATURE PAGE FOLLOWS]







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IN WITNESS WHEREOF, RAIT has caused its duly authorized officer to execute this Cash Award
Agreement, and the Participant has placed his or her signature hereon, effective as of the Date of
Grant.



RAIT FINANCIAL TRUST



By:

Name:

Title:




I hereby accept the Cash Award described in this Agreement, and I agree to be bound by the terms of
this Agreement and the Plan. I hereby acknowledge and agree that all of the decisions,
interpretations and determinations of the Committee with respect to the Cash Award shall be final,
binding and conclusive on me, my beneficiaries and any other persons having or claiming an interest
under this Agreement.



Date Participant



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EXHIBIT A




2008 CASH AWARD PROGRAM




The amount of the Cash Award, if any, that will become payable to the Participant shall be
determined based on the satisfaction of the following Performance Goals:



If RAIT achieves a level of “adjusted earnings” (as that term has been used by RAIT in its public
reporting, but excluding capital gains and capital losses) per diluted RAIT common share of
beneficial interest, par value $0.01, (the “Adjusted Earnings”) that is at least $1.60 per share
for the period beginning on January 1, 2008 and ending on December 31, 2008 (the “Performance
Period”) some portion of the Cash Award will be payable to the Participant. If the level of
Adjusted Earnings is less than $1.60 per share, no portion of the Cash Award will be payable to the
Participant under this Agreement.



The Adjusted Earnings for this purpose shall be calculated by the following steps:




	 	(1)	 	First, Adjusted Earnings of RAIT for the year ended December 31, 2008 shall be
computed;






	 	(2)	 	Second, capital gains and capital losses shall be excluded from the Adjusted Earnings
of RAIT for the year ended December 31, 2008; and






	 	(3)	 	Third, the result calculated in steps (1) and (2) above shall be divided by the number
of weighted-average shares outstanding-diluted for the year ended December 31, 2008.





The value of the Cash Award that will be payable to the Participant will depend on how much, if
any, the Adjusted Earnings that is actually achieved at the end of the Performance Period exceeds
the $1.60 per share level and the designated percentage of base salary for such Participant at the
price per share level achieved, which is listed in the grid attached hereto as Appendix A. The
Committee may reduce, but not increase, the value of the Cash Award, if any, payable to the
Participant for any reason or no reason, in its sole discretion.



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APPENDIX A




	 	 	 	 	 	 	 	 	 
	Participant Name

	 	Base Salary
	 	Threshold
	 	Target
	 	Maximum
	 

	 	 
	 	 
	 	 
	 	 






For this purpose, the “Threshold” Adjusted Earnings level shall equal $1.60 per share, the “Target”
Adjusted Earnings level shall equal $1.85 per share and the “Maximum” Adjusted Earnings level shall
equal $2.10 per share; provided, however, that if the Adjusted Earnings per share achieved exceeds
$2.10 per share no additional amount will be payable to the Participant and the Adjusted Earnings
per share will be deemed to be the Maximum level. If the Adjusted Earnings is between the
“Threshold” and “Target” benchmarks or the “Target” and “Maximum” benchmarks, the percentage of
base salary that will be payable to the Participant as the Cash Award shall be interpolated.




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