Exhibit 10.4


 


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 






Restricted Share Award Agreement






 


You (the “Participant”) are hereby awarded Restricted Shares 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 8 of the Plan, and shall have the following terms:


 


	
  Name of Participant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Shares

  Subject to Award

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchase Price per

  Share (if applicable)

  	
   

  	
  Not applicable.

  
	
   

  	
   

  	
   

  
	
  Award Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  Your Award will vest at the rate of    % on each of
  the next       anniversaries of the Grant Date,
  provided that your Continuous Service has not ended before the vesting date
  (subject to any employment agreement between you and the Comapny); and
  provided further that you will become 100% vested in this Award if your
  Continuous Service ends due to your Retirement, your death, or your
  Disability.

  
	
   

  	
   

  	
   

  
	
  Deferral Elections

  	
   

  	
   ̈ Allowed in
  accordance with Section 8(g) of the Plan.  ̈
  Not allowed.

  
	
   

  	
   

  	
   

  
	
  Lifetime Transfers

  	
   

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


 


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


 


 ̈        %
if your Continuous Service ends due to an Involuntary Termination that occurs
within the one year period following a Change in Control.


 


3.             Dividends.
When Shares are delivered to you or your duly-authorized transferee pursuant to
the vesting of the Shares, you or your duly-authorized transferee shall also be
entitled to receive, with respect to each Share delivered, (i) a number of
Shares equal to the stock dividends which were declared and paid to the holders
of Shares between the Award Date and the date such Share is issued, and (ii) a
number of Shares having a Fair Market Value (on the date of each cash dividend
payment date) equal to any cash dividends that were paid to the holders of
Shares based on a record date between the Award Date and date such share is
delivered. To the extent that your Continuous Service ends before vesting of
the Shares, you will forfeit all dividends (whether paid in cash or in stock)
attributable to all such shares.


 


4.             Investment
Purposes. By executing this Award, you acknowledge that you are
receiving and will be holding your Restricted Shares 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.


 


5.             Issuance
of Restricted Shares. Until all vesting restrictions lapse, any
certificates that you receive for Restricted Shares will include a legend
stating that they are subject to the restrictions set forth in the Plan and
this Award Agreement. The certificates evidencing such Restricted Shares that
will be issued will bear the following legend that shall remain in place and
effective until all other vesting restrictions lapse and new certificates are
issued:


 


“The sale or other
transfer of the Stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain restrictions on
transfer set forth in the Capital Trust, Inc. 2007 Long-Term Incentive Plan,
and in any rules and administrative procedures adopted pursuant to such Plan
and in a related Award Agreement. A copy of the Plan, such rules and procedures
and such Award Agreement may be obtained from the Secretary of Capital Trust,
Inc.”


 


6.             Unvested
Restricted Shares. The Company will hold all Restricted Shares
in escrow until vesting occurs. You will be reflected as the owner of record on
the Company’s books and records of any Shares issued pursuant to this Award
Agreement. The Company will hold the stock certificates for safekeeping until
such Shares have become vested and non-forfeitable. You must deliver to the
Company, as soon as practicable after the date any Shares are issued, a stock
power, endorsed in blank, with respect to any such Shares. If you forfeit any Shares,
the stock power will be used to return the certificates for the forfeited
Shares to the transfer agent for cancellation. As the owner of record of any
Restricted Shares you qualify to receive pursuant to this Award Agreement, you
will be entitled to all rights of a stockholder of the Company, including the
right to vote Shares; subject, however, to the provisions of Section 3 hereof
with respect to any cash or stock dividends 


 

















 


that are paid between the
date of this Award and your receipt of shares pursuant to a vesting event,
subject in each case to the treatment of the Award upon termination of
employment before the particular record date for determining stockholders of
record entitled to the payment of the dividend or distribution. To the extent
such a dividend is paid in stock, such stock shall be subject to the same
vesting restrictions contained in Section 1.


 


7.             Satisfaction
of Vesting Restrictions; Tax Withholding. Unrestricted shares
will be issued when you complete the requirements that are necessary for you to
vest in the Restricted Shares underlying this Award. As soon as practicable
after the later of (i) the date on which your Award vests in whole or in part
or (ii) the distribution date or dates set forth in your deferral election, the
Company will issue to you or your duly-authorized transferee, free from vesting
restrictions (but subject to such legends as the Company determines to be
appropriate), one Share for each vested Restricted Share with such number of
Shares issued to you being reduced by a number of Shares having a fair market
value equal to the minimum statutory tax withholding required in connection
with the vesting of your Restricted Shares. Fractional shares will not be
issued, and cash will be paid in lieu thereof. Certificates shall not be
delivered to you unless you have made arrangements satisfactory to the
Committee to satisfy all applicable employment and tax-withholding obligations


 


8.             Section
83(b) Election Notice. If you make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Shares underlying your Restricted Shares (a “Section 83(b) election”),
you agree to provide a copy of such election to the Company within 10 days
after filing that election with the Internal Revenue Service. Exhibit C
contains a suggested form of Section 83(b) election.


 


9.             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 “Death Beneficiary”)
to your interest, if any, in this Award and any underlyng Shares. 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.


 


10.           Restrictions
on Transfer of Award. 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 Committee.
Notwithstanding the foregoing, the Participant may transfer the Restricted
Shares that are subject to this Award


 


(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 the
Participant’s rights shall succeed and be subject to all of the terms of this
Award Agreement and the Plan.


 


11.           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 except
in accordance with Section 10 above, until the first day of the seventh month
following the termination of your Continuous Service.


 


12.           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. The
Committee shall have the sole discretion to interpret the requirements of the
Code, including Section 409A, for purposes of the Plan and this Award
Agreement.


 


13.           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.


 


14.           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.


 


15.           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 violation of Section 409A of the Code).


 


16.           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.


 


17.           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.


 

















 


18.           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.


 


19.           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.


 


20.           Investment
Purposes. By executing this Award Agreement, you represent and
warrant that any Shares issued to you pursuant to your 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 in participating directly or
indirectly in, any distribution of such Shares within the meaning of the
Securities Act of 1933, as amended.


 


21.           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 he
or she was 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.


 


22.           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    .


 


23.           Securities
Law Restrictions. Regardless of whether the offering and sale of
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 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.


 


24.           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.


 

















 


25.           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.


 


[Signature page follows]


 

















 


BY
YOUR SIGNATURE BELOW, along with the signature of the Company’s representative,
you and the Company agree that the Restricted Shares are awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.


 


	
   

  	
  CAPITAL TRUST, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  The undersigned Participant hereby accepts the terms
  of this

  Award Agreement and the Plan.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Name of Participant:

  	
   

  
				



 

















 


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


 






Section 83(b) Election Form






 


Attached is an Internal Revenue Code Section
83(b) Election Form. IF YOU WISH TO MAKE A
SECTION 83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE
RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU.
In order to make the election, you must completely fill out the attached form
and file one copy with the Internal Revenue Service office where you file your
tax return. In addition, one copy of the statement also must be submitted with
your income tax return for the taxable year in which you make this election.
Finally, you also must submit a copy of the election form to the Company within
10 days after filing that election with the Internal Revenue Service. A Section
83(b) election normally cannot be revoked.


 
















 


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 






Election to Include Value of
Restricted Shares in Gross Income


in Year of Transfer Under
Internal Revenue Code Section 83(b)






 


Pursuant to Section 83(b) of the Internal Revenue
Code, I hereby elect within 30 days after receiving the property described
herein to be taxed immediately on its value specified in item 5 below.


 


1.             My
General Information:


 


Name:                                                      


Address:                                                   


                                                                 


 


S.S.N.


or T.I.N.:                                                   


 


2.             Description
of the property with respect to which I am making this election:


 


                                            
shares of                        
stock of (the “Restricted Shares”).


 


3.             The Restricted Shares
were transferred to me on                                ,
20    . This election relates to the 20      
calendar taxable year.


 


4.             The
Restricted Shares are subject to the following restrictions:


 


The Restricted
Shares are forfeitable until they are earned in accordance with Section 1 of
the Capital Trust, Inc. 2007 Long-Term Incentive Plan (“Plan”)
Restricted Share Award Agreement (“Award Agreement”) or other Award
Agreement or Plan provisions. The Restricted Shares generally are not
transferable until my interest becomes vested and nonforfeitable, pursuant to
the Award Agreement and the Plan.


 


5.             Fair
market value:


 


The fair market
value at the time of transfer (determined without regard to any restrictions
other than restrictions which by their terms never will lapse) of the
Restricted Shares with respect to which I am making this election is $      
per share.


 


6.             Amount
paid for Restricted Shares:


 


The amount I paid
for the Restricted Shares is $       per share.


 


7.             Furnishing
statement to employer:


 

















 


A copy of this
statement has been furnished to my employer,                          .
If the transferor of the Restricted Shares is not my employer, that entity also
has been furnished with a copy of this statement.


 


8.             Award
Agreement or Plan not affected:


 


Nothing contained
herein shall be held to change any of the terms or conditions of the Award
Agreement or the Plan.


 


 


Dated:                          ,
200  .


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer

  



 

















 


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:


 


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


 


 ̈                                    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 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 Restricted Shares 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.