Exhibit
10.8


 


CAPITAL
TRUST, INC.


2007 LONG-TERM
INCENTIVE PLAN


 






 


Restricted
Share Unit Award Agreement


 






 


Award No.
              


 


You are hereby awarded
Restricted Share Units (the “RSUs”) subject to the terms and conditions
set forth in this Restricted Share Unit Award Agreement (“Award Agreement”),
and in the Capital Trust, Inc. 2007 Long-Term Incentive Plan (the “Plan”),
which 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 upon all parties, including
you, your heirs and representatives. Capitalized terms are defined in the Plan
or in this Award Agreement.


 


1.             Specific Terms.
Your RSUs have the following terms:


 


	
  Name of Participant

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number  of
  RSUs Subject

  to Award

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchase Price per Share

  (if applicable)

  	
   

  	
   

  	
  Not applicable. 

  
	
   

  	
   

  	
   

  	
   

  
	
  Award Date

  	
   

  	
   

  	
    

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting 

  	
   

  	
   

  	
  At the rate of         %
  on each of the next [        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
  vesting.

  
	
   

  	
   

  	
   

  	
   

  
	
  Deferral Election

  	
   

  	
   

  	
  o
  Allowed in accordance with Section 8(g) and 9 of the Plan, according to the
  terms and conditions set forth in any deferral election and distribution
  election forms that the Committee may provide at your request.

   

  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 –


 


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 with the Company ends due to an involuntary termination
that occurs within the twelve months following a Change in Control.


 


3.             Termination of Continuous
Service. This Award shall be canceled and become automatically
null and void immediately after termination of your Continuous Service for any
reason, but only to the extent you have not become vested, pursuant to the
foregoing terms, on or at the time your Continuous Service ends.


 


4.             Satisfaction of Vesting
Restrictions; Tax Withholding. No Shares will be issued before
you complete the requirements that are necessary for you to vest in the Shares
underlying your RSUs. As soon as practicable after the later of (i) the date on
which your RSUs vest in whole or in part or (ii) the date or dates set forth in
your deferral and distribution election forms (if allowed under Section 1 and
made by you), 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 RSU 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 RSUs, with cash being withheld from your
pay for any additional withholding and employment taxes that applicable tax
laws may require. Certificates shall not be delivered to you unless all
applicable employment and tax-withholding obligations have been satisfied. Fractional
shares will not be issued, and cash will be paid in lieu thereof.


 


5.             Dividends. Whenever
Shares are delivered to you or your duly-authorized transferee pursuant to the
vesting of the Shares underlying your RSUs, you or your duly-authorized
transferee shall also be entitled to receive, with respect to each Share
issued, (i) a number of Shares equal to the stock dividends which were declared
and paid to the holders of Shares between the Grant 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 Grant Date and
the date such Share is issued. 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.


 


6.             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, if any, in this Award and any
underlying Shares. You shall designate the Beneficiary by completing and
executing a designation of death beneficiary agreement substantially in the
form attached hereto as Exhibit C (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 beneficiary of
this Award in the event of your death while it is outstanding.


 


 


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7.             Restrictions on Transfer
of Award. Your rights under this Award Agreement may not be
sold, pledged, or otherwise transferred without the prior written consent of
the Committee.


 


8.             Income Taxes and Deferred
Compensation. You are solely responsible and liable for the
satisfaction of all taxes and penalties that may arise in connection with this
Award (including any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise hold you
harmless from any or all of such taxes. The Committee has the discretion to
unilaterally interpret this Award and the Plan in a manner that (i) conforms
with the requirements of Section 409A of the Code, (ii) that voids any election
of yours to the extent it would violate Section 409A of the Code with respect
to compensation that is deferred and that vests after December 31, 2004, and
(iii) for any distribution election that would violate Section 409A of the
Code, to make distributions pursuant to the Award at the earliest to occur of a
distribution event that is allowable under Section 409A of the Code or any
distribution event that is both allowable under Section 409A of the Code and is
elected by you, subject to any valid second election to defer, provided that
the Committee permits second elections to defer in accordance with Section
409A(a)(4)(C). 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.


 


9.             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.


 


10.           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.


 


11.           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).


 


12.           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.


 


13.           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.


 


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14.           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.


 


15.           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.


 


16.           Investment Purposes.
By executing this Award, you represent and warrant to the Company that any
Shares issued to you pursuant to your RSUs 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.


 


17.           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 rights of the
Company, 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.


 


18.           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    .


 


19.           Securities Law
Restrictions. Regardless of whether the offering and sale of
RSUs 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 Award.


 


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


 


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21.           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 the RSUs are 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:

  	
   

  
					



 


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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


 










 


Designation of Death Beneficiary


 






 


In
connection with Awards granted pursuant to the Plan, I hereby designate the
person specified below as the beneficiary 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 will
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 D


 


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 Share Units 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.


 


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