Exhibit 10.6


 


CAPITAL TRUST, INC.


2007
LONG-TERM INCENTIVE PLAN










Stock Option Award Agreement










Award No.       


You are hereby awarded the following stock option (the
“Option”) to purchase Shares of Capital Trust, Inc. (the “Company”),
subject to the terms and conditions set forth in this Stock Option Award
Agreement (the “Award Agreement”) and in the Capital Trust, Inc. 2007
Long-Term Incentive Plan (the “Plan”), which is attached hereto 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
Option.  This Option 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 Company’s
Board of Directors or any Committee appointed by the Board to administer the
Plan, and shall (in the absence of material and manifest bad faith or fraud) be
final, conclusive and binding on all parties, including you and your successors
in interest.  Terms that begin with
initial capital letters have the special meanings set forth in the Plan or in
this Award Agreement (unless the context indicates otherwise).


1.             Specific Terms.  This Option shall have, and be
interpreted according to, the following terms, subject to the provisions of the
Plan in all instances:


	
  Your Name:

  	
   

  
	
   

  
	
  Type of Stock
  Option:

  	
  o   Incentive Stock
  Option (ISO)(1)

  
	
   

  
	
   

  	
  o   Non-Incentive Stock
  Option(2)

  
	
   

  
	
  Number of Shares
  subject to Option:

  	
   

  
	
   

  	
   

  
	
  Option Exercise
  Price per Share:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
				



 






(1)           If you directly or indirectly own
more than 10% of the voting power of all classes of stock of the Company or of
any Subsidiary, then the term of your ISO cannot exceed 5 years and the
exercise price must be at least 110% of the Fair Market Value per Share on the
Grant Date (100% for any other employee who is receiving ISO awards). Only
employees may receive ISOs.


 


(2)           The exercise price of a non-ISO must
be at least 100% of the Fair Market Value of the underlying Shares.





















 


Capital Trust, Inc. 2007 Long-Term Incentive
Plan


Stock Option Award Agreement


 


	
  Vesting Schedule:

  	
  (Establishes your rights to
  exercise this Option with respect to the Number of Shares stated above,
  subject to acceleration per Section 2 below and to any shareholder approval
  requirement set forth in the Plan.)

  
	
   

  	
   

  
	
   

  	
  o

  	
        % on Grant Date.

  
	
   

  	
   

  
	
   

  	
  o

  	
         %
  on each of the first      (#) annual
  (_quarterly/__monthly) anniversary dates of your Continuous Service after the
  Grant Date.

  
	
   

  	
   

  
	
  Lifetime Transfer:

  	
  o

  	
  Allowed pursuant to Section 8 below only for Non-Incentive Stock
  Option.

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
  o

  	
        years after Grant Date; or

  
	
   

  	
   

  	
   

  
	
   

  	
  o

  	
  10 years after Grant Date

  



 


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


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


 


o                  100% vested if your Continuous Service
ends due to an Involuntary Termination that occurs within the one-year period
following a Change in Control.


 


3.             Term of Option.  The term of the Option will expire at 5:00
p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date.  


4.             Manner of Exercise.  The Option shall be exercised in the manner
set forth in the Plan, using the exercise form attached hereto as Exhibit C.  The amount of Shares for which the Option may
be exercised is cumulative; that is, if you fail to exercise the Option for all
of the Shares vested under the Option during any period set forth above, then
any Shares subject to the Option that are not exercised during such period may
be exercised during any subsequent period, until the expiration or termination
of the Option pursuant to Sections 3 and 6 of this Award Agreement and the
terms of the Plan.  Fractional Shares may
not be purchased.


5.             Special ISO
Provisions.  If designated
as an ISO, this Option shall be treated as an ISO to the extent allowable under
Section 422 of the Code, and shall otherwise be treated as a Non-ISO.  If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or 2 years from the Grant Date, you agree to deliver a written report
to the Company within 10 days following the sale or other disposition of such
Shares detailing the net proceeds of such sale or disposition.





















6.             Termination of
Continuous Service.  If
your Continuous Service with the Company is terminated for any reason, this
Option shall terminate on the date on which you cease to have any right to
exercise the Option pursuant to the terms and conditions set forth in Section 6
of the Plan.


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 “Death Beneficiary”) to your interest
in the Option 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
Option in the event of your death while it is outstanding.


8.             Restrictions on
Transfer of Awards. This Award Agreement may not be sold,
pledged, or otherwise transferred without the prior written consent of the
Committee.  Notwithstanding the
foregoing, you may transfer this Option (if allowed under Section 1 for a
Non-Incentive Stock Option) —


(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 or an entity, the voting interests of which are primarily owned
by 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 and be
subject to all of 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.  By signing this Award Agreement, you
acknowledge that you shall be solely responsible for the satisfaction of any
taxes that may arise (including taxes arising under Sections 409A or 4999 of
the Code), and that the Company shall have no obligation whatsoever to pay 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 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 e-mail or home 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.


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 your 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).


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 Option
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.           Investment
Purposes. By executing this Award Agreement, you represent and
warrant that any Shares issued to you pursuant to your Options 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.


19.           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 Agreement, 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 Option to you but for
these acknowledgements and agreements.


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


21.           Securities
Law Restrictions. 
Regardless of whether the offering and sale of Options 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 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 Option.


22.           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 Option
to become null, void, and unenforceable.


23.           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 Option is hereby 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


 










 


Form of Exercise of Stock Option Award Agreement


 










 


Capital Trust,
Inc.


 


Attention:


 


 


Dear
Sir or Madam:


 


The
undersigned elects to exercise his/her Incentive Stock Option to purchase           
shares of Common Stock of Capital Trust, Inc. (the “Company”) under and
pursuant to a Stock Option Agreement dated as of                               .


 


1.             o  Delivered
herewith is a certified or bank cashier’s or teller’s check and/or shares of
Common Stock held by the undersigned for at least six months*, valued at the
closing sale price of the stock on the business day prior to the date of
exercise, as follows:


	
   

  	
   

  
	
  $

  	
   

  	
  in cash or check

  
	
  $

  	
   

  	
  in the form of
             shares of Common
  Stock,

  
	
   

  	
  valued at $                   per share

  
	
  $

  	
   

  	
  Total

  



 


2.             o  Delivered
herewith are irrevocable instructions to a broker approved by the Company to
deliver promptly to the Company the amount of sale or loan proceeds to pay the
exercise price.**


 


If method 1 is
chosen, the name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:


 


Name:


 


Address:


 


Social
Security Number


 


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Optionee

  



 






*The
Committee may waive the six months’ requirement in its discretion.


**The
Committee must approve this method in writing before your election


 

















EXHIBIT D


 


CAPITAL TRUST, INC.


2007 LONG-TERM INCENTIVE PLAN


 










 


Designation of Death Beneficiary


 










 


In connection with
the Option designated below that I have received pursuant to the Plan, I hereby
designate the person specified below as the 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
beneficiary designation, my estate will be treated as the death 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 an Option 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.