ex10-1.htm


    
      


      Exhibit
10.1

       

      FORM
OF

       

      JER
INVESTORS TRUST INC.

      NONQUALIFIED
STOCK OPTION AND INCENTIVE AWARD PLAN

       

      NON-OFFICER
DIRECTOR

      DEFERRED
STOCK UNIT AGREEMENT

       

      THIS
AGREEMENT, dated as of __________ (the “Date of Grant”), is entered into by and
between JER Investors Trust Inc. (the “Company”) and the individual named as a
participant on the signature page hereto (the
“Participant”).  Capitalized terms not defined herein shall have the
meanings ascribed to such terms in the JER Investors Trust Inc. Nonqualified
Stock Option and Incentive Award Plan (the “Plan”).

       

      R
E C I T A L S:

       

      WHEREAS,
the Plan provides that each individual serving as a Non-Officer Director at the
time of the annual meeting of the Company’s stockholders shall be granted a
Non-Officer Director Award, which award may be in the form of a restricted stock
unit award;

       

      WHEREAS,
the Board has determined to grant an equity award under the Plan to each
Non-Officer Director upon such director’s first meeting of the Board, and has
determined that such award shall be in the form of a restricted stock unit
award;

       

      WHEREAS,
the Committee has determined to grant such Non-Officer Director Award in the
form of restricted stock units consistent with the terms and conditions of the
Plan and this Agreement;

       

      WHEREAS,
such Non-Officer Director Award in the form of restricted stock units shall be
hereinafter referred to as a Deferred Stock Unit Award; and

       

      WHEREAS,
the Committee has also determined that each Deferred Stock Unit Award shall be
eligible for cash dividend equivalents commencing with the Date of Grant,
without regard to the vesting provisions of this Agreement;

       

      NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:

       

      1.           Grant of Deferred Stock
Units; Dividend Equivalents.  The Company hereby grants to the
Participant, subject to adjustment as set forth in the Plan, __________ Deferred
Stock Units (the “DSUs”). The DSUs shall be subject to the terms and conditions
set forth herein.  The Participant shall be entitled to the payment of
a dividend equivalent as of each date (a “Dividend Date”) on which cash
dividends and/or special dividends and distributions are paid with respect to
Stock, provided that the record date with respect to such dividend or
distribution occurs within the restricted period described in Section
2.  Such dividend equivalent shall be paid in the form (whether in
cash, Stock or other property) as dividends are paid to the Company’s
stockholders and shall equal,
(a) to the extent such dividend is paid in cash, cash equal to the product of
(i) the number of the DSUs credited to such account on the record date for such
dividend or distribution and (ii) the per share dividend (or distribution value)
payable on such Dividend Date, and (b) to the extent such dividend is paid in
shares of Stock, the number of shares of Stock equal to the quotient
obtained by dividing (i) the product of (x) the number of the DSUs credited to
such account on the record date for such dividend or distribution and (y) the
per share dividend (or distribution value) payable on such Dividend Date, by
(ii) the Fair Market Value of a share of Stock as of such Dividend
Date.

       

      2.           Vesting of Deferred Stock
Units.

       

      (a)           One-half
of the DSUs granted under this Agreement shall be vested on the Date of
Grant.  Subject to Section 2(b) below, the remaining DSUs shall become
vested on the first anniversary of the Date of Grant, subject to the
Participant’s continued service as a Non-Officer Director on such
date.

       

      (b)           Termination of Service. Any
DSUs, and the dividend equivalent rights related to such DSUs, that are not
vested as of the effective date of the Participant’s termination of service with
the Company shall be cancelled and forfeited without consideration
therefor.

       

      3.           Settlement of Deferred Stock
Units.  On the first business day following the expiration of
six months following the Participant’s “separation from service” with the
Company (within the meaning of Section 409A of the Code), the Company shall
deliver to the Participant (or such Participant’s estate or beneficiary, as
applicable), in complete settlement of all vested DSUs, a number of shares of
Stock equal to the number of vested DSUs determined hereunder or, in the sole
discretion of the Company, an amount of cash equal to the Fair Market Value of
such number of shares of Stock on the settlement date.

       

      4.           No Right to Continued
Service.  Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to remain a Non-Officer Director
of the Company, or to be employed by the Company or any of its subsidiaries or
Affiliates.

       

      5.           Legend on
Certificates.  The certificates representing Stock, if any,
issued in respect of the DSUs shall be subject to such stop transfer orders and
other restrictions as the Committee may determine is required by the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which the Stock is listed, any applicable federal or
state laws and the Company’s Certificate of Incorporation and Bylaws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

       

      6.           Transferability.  A
DSU may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant otherwise than by will or by the
laws of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate; provided that the
designation of a beneficiary shall not constitute an assignment, alienation,
pledge, attachment, sale, transfer or encumbrance.

       

      7.           Taxes.  The
Company shall be entitled to require, as a condition of settlement of the DSUs,
that the Participant agree to remit and pay when due an amount in cash
sufficient to satisfy all current or estimated future federal, state and local
withholding, and other taxes relating thereto.

       

      8.           Securities
Laws.  Upon the acquisition of any shares of Stock pursuant to
the settlement of the DSUs, the Participant will make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement.

       

      (a)           Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be given by facsimile or first class mail, certified or registered with
return receipt requested, and shall be deemed to have been duly given three days
after mailing or 24 hours after transmission by facsimile to the respective
Parties named below:

       

      
        If
to the Company, to:

        


        JER
Investors Trust Inc.

        1650
Tysons Blvd., Suite 1600

        McLean,
VA 22102

        Attn:
Board of Directors

        Telephone:

        Facsimile:

        


        with a copy (which shall not constitute
notice) to:

        


        Skadden,
Arps, Slate, Meagher & Flom LLP

        4
Times Square

        New
York, New York 10036-6522

        Attention:  David
J. Goldschmidt, Esq.

        Telephone:  (212)
735-3000

        Facsimile:  (212)
735-2000

      

       

                  
If to the
Grantee:           ______________________________

                  
______________________________

                  
______________________________

                
Telephone:

                
Facsimile:

      
 

      Either
party hereto may change such party’s address for notices by notice duly given
pursuant hereto.

       

      9.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland without giving effect to the
choice of laws principles thereof.

       

      10.           Amendments.  This
Agreement may be amended or modified at any time by an instrument in writing
signed by the parties.

       

      11.           Entire Agreement; Plan
Controls.  This Agreement and the Plan contain the entire
understanding and agreement of the Parties concerning the subject matter hereof,
and supersede all earlier negotiations and understandings, written or oral,
between the Parties with respect thereto.  This Agreement is made
under and subject to the provisions of the Plan, and all of the provisions of
the Plan are hereby incorporated by reference into this Agreement.  In
the event of any conflict between the provisions of this Agreement and the
provisions of the Plan, the provisions of the Plan shall govern.  By
signing this Agreement, the Grantee confirms that he has received a copy of the
Plan and has had an opportunity to review the contents thereof.

       

      12.           Authority of the
Committee.  The Committee shall have full authority to
interpret and construe the terms of the Plan and this Agreement.  The
determination of the Committee as to any such matter of interpretation or
construction shall be final, binding and conclusive.

       

      13.           Survival of
Terms.  This Agreement shall apply to and bind the Participant
and the Company and their respective permitted assignees and transferees, heirs,
legatees, executors, Committees and legal successors.

       

      14.           Captions.  The
captions and headings of the sections and subsections of this Agreement are
included for convenience only and are not to be considered in construing or
interpreting this Agreement.

       

      15.           Signature in
Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto.

       

      JER
INVESTORS TRUST INC.

      


      


      By:
______________________

             Name:_________________

              Title:
_________________

      


      The
undersigned hereby accepts and agrees to all the terms and provisions of the
foregoing Agreement.

      


      


      __________________________

      Participant

      


      [Address]