Exhibit
10.7


 


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 






 


SAR Award
Agreement


 






 


Award No.
          


 


You (the “Participant”)
are hereby awarded Share Appreciation Rights subject to the terms and
conditions set forth in this agreement (the “Award Agreement” or “Award”)
and in the Capital Trust, Inc. 2007 Long-Term Incentive Plan (“Plan”). A
copy of the Plan is attached as Exhibit A. A summary of the Plan appears
in its Prospectus, which is attached as Exhibit B. You should carefully
review these documents, and consult with your personal financial advisor,
before exercising this Award. This Award is conditioned on your execution of
this Award Agreement.


 


By executing this Award
Agreement, you agree to be bound by all of the Plan’s terms and conditions as
if they had been set out verbatim below. In addition, you recognize and agree
that all determinations, interpretations, or other actions respecting the Plan
and this Award Agreement will be made by the Board of Directors (the “Board”)
of Capital Trust, Inc. (the “Company”) or any Committee appointed by the
Board to administer the Plan, and shall (in the absence of manifest bad faith
or fraud) be final, conclusive and binding on all parties, including you and
your successors in interest. Capitalized terms are defined in the Plan or in
this Award Agreement.


 


1.                                       Specific Terms. This portion of
your Award is being granted pursuant to Section 7 of the Plan, and shall have
the following terms:


 


	
  Name of Participant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Award

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares
  measuring

  the value of this SAR

  	
   

  	
   

  	
                      
  Shares (“SAR Shares”).

  
	
   

  	
   

  	
   

  	
   

  
	
  Base Price for SARs

  	
   

  	
   

  	
  $          .          
  per Share.

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
   

  	
  At the rate of     %
  on each of the next        [monthly]
  [quarterly] [annual] anniversaries of the Award Date; subject to acceleration
  as provided in the Plan and in Section 2 below, and to your Continuous
  Service not ending before the vesting date.

  
	
   

  	
   

  	
   

  	
   

  
	
  Lifetime Transfers

  	
   

  	
   

  	
  o
  Allowed in accordance with Section 12(b) of the Plan.

   

  o
  Not allowed.

  



 


2.                                       Accelerated Vesting; Change in Corporate Control.
To the extent you have not previously vested in your rights with respect to
this Award, your Award will become –


 

















 


(a)                                  100%
vested if your Continuous Service ends due to your death or “disability” within
the meaning of Section 409A of the Code;


 


(b)                                 100%
if your Continuous Service ends due to an Involuntary Termination that occurs
within the twelve months following a Change in Control.


 


3.                                       Vesting and Exercise of Your Award.
No Shares will be issued and no cash will be paid to you before your Award
vests in accordance with Section 1 or 2 above and is exercised. To the extent
you have vested in this Award, you may exercise it at any time and from time to
time in accordance with the Plan, using the exercise form attached hereto as Exhibit
C. The amount you receive upon exercise will equal the product of –


 


(a)                                  the
number of SAR Shares that you designate for exercise, and


 


(b)                                 the
excess of 100% of the Fair Market Value of a Share on the date of exercise over
the Base Price stated in Section 1 above


 


4.                                       Form of Payments to You. The
Company will make any payment to you under this Award in the form of Shares,
with cash paid in lieu of fractional Shares. Any Shares that you receive will
be free from vesting restrictions (but subject to such legends as the Company
determines to be appropriate). Notwithstanding the foregoing, the Company will
not issue Share certificates to you unless you have made arrangements
satisfactory to the Compensation Committee to satisfy any applicable tax
withholding obligations. You may satisfy minimum withholding requirements
through the surrender of Shares that are both subject to this Award and that
have a Fair Market  Value equal to the
minimum statutory tax withholding associated with the Shares giving rise to the
taxable income.


 


5.                                       Failure of Vesting Restrictions. By
executing this Award, you acknowledge and agree that if your Continuous Service
terminates under circumstances that do not result in accelerated vesting
pursuant to Section 2 above, you will irrevocably forfeit any and all unvested
rights under this Award, and this Award will immediately become null, void, and
unenforceable.


 


6.                                       Investment Purposes. By executing
this Award, you represent and warrant to the Company that any Shares issued to
you pursuant to this Award will be held for investment purposes only for your
own account and not with a view to, for resale in connection with, or with an
intent of participating directly or indirectly in, any distribution of such Shares
within the meaning of the Securities Act of 1933, as amended.


 


7.                                       Designation of Death Beneficiary. Notwithstanding
anything to the contrary contained herein or in the Plan, following the
execution of this Award Agreement, you may expressly designate a death beneficiary
(the “Beneficiary”) to your interest in the SAR awarded hereby. You
shall designate the Death Beneficiary by completing and executing a designation
of death beneficiary agreement substantially in the form attached hereto as Exhibit
D (the “Designation of Death Beneficiary”) and delivering an
executed copy of the Designation of Death Beneficiary to the Company. In the
absence of a valid death beneficiary designation, your estate will be treated
as your death beneficiary of this Award in the event of your death while it is
outstanding.


 


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8.                                       Restriction of Transfer. If
lifetime transfers are allowed under Section 1, your rights under this Award
Agreement may not be sold, pledged, or otherwise transferred without the prior
written consent of the Compensation Committee. Notwithstanding the foregoing,
you may transfer this Award Agreement.


 


(i)                                   by
instrument to an inter vivos or testamentary trust (or other entity) in which
each beneficiary is a permissible gift recipient, as such is set forth in
subsection (ii) of this Section, or


 


(ii)                                by
gift to charitable institutions or by gift or transfer for consideration to any
of the following relatives of yours (or to an inter vivos trust, testamentary
trust or other entity primarily for the benefit of the following relatives of
yours): any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.


 


Any transferee of your
rights shall succeed to and be subject to all the terms of this Award Agreement
and the Plan.


 


9.                                       Conditions on Issuance of Shares; Transfer
Restrictions. Notwithstanding any other provision of the Plan or
of this Award Agreement: (i) the Committee may condition your receipt of Shares
on your execution of a shareholder agreement imposing terms generally
applicable to other similarly-situated employee-shareholders; and (ii) any
Shares issued pursuant to this Award Agreement shall be non-transferable.


 


10.                                 Taxes. Except to the extent
otherwise specifically provided in another document establishing contractual
rights for you, by signing this Award Agreement, you acknowledge that you shall
be solely responsible for the satisfaction of any taxes that may arise pursuant
to this Award (including taxes arising under Sections 409A or 4999 of the
Code), and that neither the Company nor the Administrator shall have any
obligation whatsoever to pay such taxes or otherwise indemnify or hold you
harmless from any or all of such taxes.


 


11.                                 Notices. Any notice or
communication required or permitted by any provision of this Award Agreement to
be given to you shall be in writing and shall be delivered electronically,
personally, or sent by certified mail, return receipt requested, addressed to
you at the last address that the Company had for you on its records. Each party
may, from time to time, by notice to the other party hereto, specify a new
address for delivery of notices relating to this Award Agreement. Any such
notice shall be deemed to be given as of the date such notice is personally
delivered or properly mailed.


 


12.                                 Binding Effect. Except as otherwise
provided in this Award Agreement or in the Plan, every covenant, term, and
provision of this Award Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective legatees, legal
representatives, successors, transferees, and assigns.


 


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13.                                 Modifications. This Award Agreement
may be modified or amended at any time, in accordance with Section 15 of the
Plan and provided that you must consent in writing to any modification that
adversely and materially affects any rights or obligations under this Award
Agreement (with such an affect being presumed to arise from a modification that
would trigger a Section 409A violation of the Code).


 


14.                                 Headings. Section and other headings
contained in this Award Agreement are for reference purposes only and are not
intended to describe, interpret, define or limit the scope or intent of this
Award Agreement or any provision hereof.


 


15.                                 Severability. Every provision of
this Award Agreement and of the Plan is intended to be severable. If any term
hereof is illegal or invalid for any reason, such illegality or invalidity
shall not affect the validity or legality of the remaining terms of this Award
Agreement.


 


16.                                 Counterparts. This Award Agreement
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute one and the same instrument.


 


17.                                 Plan Governs. By signing this Award
Agreement, you acknowledge that you have received a copy of the Plan and that
your Award Agreement is subject to all the provisions contained in the Plan,
the provisions of which are made a part of this Award Agreement and your Award
is subject to all interpretations, amendments, rules and regulations which from
time to time may be promulgated and adopted pursuant to the Plan. In the event
of a conflict between the provisions of this Award Agreement and those of the
Plan, the provisions of the Plan shall control.


 


18.                                 Not a Contract of Employment. By
executing this Award Agreement you acknowledge and agree that (i) any person
who is terminated before full vesting of an award, such as the one granted to
you by this Award, could claim that you were terminated to preclude vesting;
(ii) you promise never to make such a claim; (iii) nothing in this Award
Agreement or the Plan confers on you any right to continue an employment,
service or consulting relationship with the Company, nor shall it affect in any
way your right or the Company’s right to terminate your employment, service, or
consulting relationship at any time, with or without Cause; and (iv) the
Company would not have granted this Award to you but for these acknowledgements
and agreements.


 


19.                                 Employment Agreement Provision  [OPTION IF EMPLOYEE HAS AN EMPLOYMENT
AGREEMENT]  By executing this Award,
you acknowledge and agree that your rights upon a termination of employment
before full vesting of this Award will be determined under Section           
of your employment agreement with the Company and                                                 ,
dated as of                             
          , 20    .


 


20.                                 Securities Law Restrictions. Regardless
of whether the offering and sale of SARs or Shares under the Plan have been
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or have been registered or qualified under the securities laws of any state,
the Company at its discretion may impose restrictions upon the sale, pledge or
other transfer of such Shares (including the placement of appropriate legends
on stock certificates


 


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or the imposition of stop-transfer instructions) if,
in the judgment of the Company, such restrictions are necessary or desirable in
order to achieve compliance with the Securities Act or the securities laws of
any state or any other law or to enforce the intent of this Award.


 


21.                                 Long-term Consideration for Award. [OPTIONAL]
The terms and conditions set forth in Exhibit E are hereby incorporated by
reference and made an integral part of this Award Agreement. An invalidation of
all or part of Exhibit E, or your commencement of litigation to invalidate,
modify, or alter the terms and conditions set forth in Exhibit E, shall cause
this Award to become null, void, and unenforceable.


 


22.                                 Governing Law. The laws of the
State of New York shall govern the validity of this Award Agreement, the
construction of its terms, and the interpretation of the rights and duties of
the parties hereto.


 


 


BY YOUR
SIGNATURE BELOW, along with the signature of the Company’s
representative, you and the Company agree that this Award is being made under
and governed by the terms and conditions of this Award and the Plan.


 


 


	
   

  	
  CAPITAL TRUST, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  The undersigned Participant hereby accepts the terms
  of this Award and the Plan.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Participant:

  



 


5

















 


EXHIBIT A


 


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 






 


Plan
Document


 






 

















 


EXHIBIT B


 


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 






 


Plan Prospectus


 






 

















 


EXHIBIT C


 


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 






 


Form of
Share Appreciation Rights Exercise


 






 


Attention:                                         Capital Trust,
Inc.


410
Park Avenue


New
York, NY 10022


 


Dear Sir or Madam:


 


The undersigned elects to
exercise his/her Share Appreciation Rights with respect to           
shares of Common Stock of Capital Trust, Inc. (the “Company”) under and
pursuant to an SAR Agreement dated as of                             .


 


The undersigned
recognizes and agrees that the Company will satisfy its obligations arising
from this exercise notice through issuing shares of its Common Stock (net
of  shares of Common Stock having a Fair
Market Value equal to the minimum statutory taxes and withholding due; except
to the extent the undersigned pays cash herewith to settle such obligations). The
name or names to be on the stock certificate or certificates and the address
and Social Security Number of such person(s) shall be as follows:


 


Name:                                                                                                                                                                                                     


 


Address:
                                                                                                                                                                                 


 


Social Security Number
                                                                                                                                                          


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  	
  SAR Holder

  



 

















 


EXHIBIT D


 


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 






 


Designation
of Death Beneficiary


 






 


In connection with the
Awards designated below that I have received pursuant to the Plan, I hereby
designate the person specified below as the death beneficiary upon my death of
my interest in Awards as defined in the Company’s 2007 Long-Term Incentive Plan
(the “Plan”). This designation shall remain in effect until revoked in writing
by me.


 


Name of Death Beneficiary:


 


Address:


 


Social Security No.:


 


This death beneficiary
designation relates to any and all of my rights under the following Award or
Awards:


 


o           any Award that I have received or
ever receive under the Plan.


 


o        the
                                  
Award that I received pursuant to an award agreement dated                   
    ,         
between myself and the Company.


 


I understand that this
designation operates to entitle the above named death beneficiary, in the event
of my death, to any and all of my rights under the Award(s) designated above
from the date this form is delivered to the Company until such date as this
designation is revoked in writing by me, including by delivery to the Company
of a written designation of death beneficiary executed by me on a later date. In
the absence of a valid death beneficiary designation, my estate will be treated
as the beneficiary of this Award in the event of my death while it is
outstanding.


 


	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name of Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sworn to before me this

  	
   

  
	
          day
  of                         ,
  200  

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  County of                           

  	
   

  
	
  State
  of                          

  	
   

  
				



 

















EXHIBIT E


 


CAPITAL
TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN


 






 


Long-Term
Consideration and


Company
Recovery for Breach


 






 


By signing and accepting
your Award Agreement, you recognize and agree that the Company’s key
consideration in granting this Award is securing your long-term commitment to
serve as its                   [include job title or description] who will advance and
promote the Company’s business interests and objectives. Accordingly, you agree
that this Award shall be subject to the terms and conditions set forth in
Section 25 of the Plan (relating to the termination, rescission, and recapture
if you violate certain commitments made therein to the Company), as well as to
the following terms and conditions as material and indivisible consideration
for this Award:


 


(a)           Fiduciary Duty. During your
employment with the Company you shall devote your full energies, abilities,
attention and business time to the performance of your job responsibilities and
shall not engage in any activity which conflicts or interferes with, or in any
way compromises, your performance of such responsibilities.


 


(b)           Confidential Information. You
recognize that by virtue of your employment with the Company, you will be
granted otherwise prohibited access to confidential information and proprietary
data which are not known, and not readily accessible to the Company’s
competitors. This information (the “Confidential Information”) includes, but is
not limited to, current and prospective customers; the identity of key contacts
at such customers; customers’ particularized preferences and needs; marketing
strategies and plans; financial data; personnel data; compensation data;
proprietary procedures and processes; and other unique and specialized
practices, programs and plans of the Company and its customers and prospective
customers. You recognize that this Confidential Information constitutes a
valuable property of the Company, developed over a significant period of time
and at substantial expense. Accordingly, you agree that you shall not, at any
time during or after your employment with the Company, divulge such
Confidential Information or make use of it for your own purposes or the
purposes of any person or entity other than the Company.


 


(c)           Non-Solicitation of Customers.
You recognize that by virtue of your employment with the Company you will be
introduced to and involved in the solicitation and servicing of existing
customers of the Company and new customers obtained by the Company during your
employment. You understand and agree that all efforts expended in soliciting
and servicing such customers shall be for the permanent benefit of the Company.
You further agree that during your employment with the Company you will not
engage in any conduct which could in any way jeopardize or disturb any of the
Company’s customer relationships. You also recognize the Company’s legitimate
interest in protecting, for a reasonable period of time after your employment
with the Company, the Company’s customers. Accordingly, you agree that, for a
period beginning on the date hereof and ending one (1) year after termination
of your employment with the Company, regardless of the reason for such
termination, you shall not, directly or indirectly, without the prior written
consent of the Chairman of the Company, market, offer, sell or otherwise
furnish


 

















 


any products or services
similar to, or otherwise competitive with, those offered by the Company to any
customer of the Company.


 


(d)           Non-Solicitation of Employees.
You recognize the substantial expenditure of time and effort which the Company
devotes to the recruitment, hiring, orientation, training and retention of its
employees. Accordingly, you agree that, for a period beginning on the date
hereof and ending two (2) years after termination of your employment with the
Company, regardless of the reason for such termination, you shall not, directly
or indirectly, for yourself or on behalf of any other person or entity,
solicit, offer employment to, hire or otherwise retain the services of any
employee of the Company.


 


(e)           Non-Competition. <IF DESIRED, PHJW TO CUSTOMIZE TO CONFORM WITH APPLICABLE LAW.>


 


(f)            Survival of Commitments;
Potential Recapture of Award and Proceeds. You acknowledge and agree that
the terms and conditions of this Section regarding confidentiality and
non-solicitation [and non-competition] shall
survive both (i) the termination of your employment with the Company for any
reason, and (ii) the termination of the Plan, for any reason. You acknowledge
and agree that the grant of Share Appreciation Rights in this Award Agreement
is just and adequate consideration for the survival of the restrictions set
forth herein, and that the Company may pursue any or all of the following remedies
if you either violate the terms of this Section or succeed for any reason in
invalidating any part of it (it being understood that the invalidity of any
term hereof would result in a failure of consideration for the Award):


 


(i)                                   declaration
that the Award is null and void and of no further force or effect;


 


(ii)                                recapture
of any cash paid or Shares issued to you, or any designee or beneficiary of
you, pursuant to the Award;


 


(iii)                             recapture
of the proceeds, plus reasonable interest, with respect to any Shares that are
both issued pursuant to this Award and sold or otherwise disposed of by you, or
any designee or beneficiary of you.


 


The remedies provided
above are not intended to be exclusive, and the Company may seek such other
remedies as are provided by law, including equitable relief.


 


(g)           Acknowledgement. You
acknowledge and agree that your adherence to the foregoing requirements will
not prevent you from engaging in your chosen occupation and earning a
satisfactory livelihood following the termination of your employment with the
Company.