Exhibit 10.3


 


CAPITAL TRUST, INC.


2007 LONG-TERM


INCENTIVE PLAN


 










 


Award Agreement granting


Restricted Shares and Performance Units


 






 


Award No.           


 


You (the “Participant”) are hereby awarded
Restricted Shares and Performance Units subject to the terms and conditions set
forth in this agreement (the “Award”) and in the Capital Trust, Inc.
2007 Long-Term Incentive Plan (“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, in order to assure that you fully understand the
terms, conditions, and financial implications of this Award.


 


By executing this Award, you agree to be bound by all
of the Plan’s terms and conditions as if they had been set out verbatim in this
Award. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award will be
made by the Board of Directors of the Company or the Committee that administers
the Plan pursuant to Section 4 of the Plan, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final,
conclusive and binding upon all parties, including you and your successors in
interest. Capitalized terms are defined in the Plan or in this Award.


 


1.             General Terms of Your Award. 


 


	
  Name of Participant

  	
   

  
	
  Date of Award

  	
   

  



 


2.             Restricted Shares. The Restricted
Shares portion of your Award are being
granted pursuant to Section 8 of the Plan, and shall have the terms set forth
in the table below:


 


	
  Number of Shares Subject to Restricted Shares Award

  	
   

  
	
  Purchase Price per Share

  	
  Not applicable.

  
	
  Vesting

  	
   

  



 


3.             Performance
Units. The Performance Units portion of your Award is being
granted pursuant to Section 10 of the Plan as a “Performance Compensation Award”,
and shall have the terms set forth in the table below; subject, absolutely, to
the terms of the Plan and to the


 

















 


Committee’s
discretion to interpret the Plan and this Award in any manner that the
Committee may deem reasonably necessary or appropriate in order for this Award
to satisfy the requirements for “performance-based compensation” within the
meaning of Section 162(m)(4) of the Code, and associated tax regulations and
rulings. The Performance Units portion of your Award provides that you may vest
in a right to receive a number of Shares provided that the Performance Goals
have been satisfied:


 


	
  Number of Shares Subject to Performance Units Award

  	
   

  
	
  Performance Period

  	
   

  
	
  Performance Goal

  	
   

  
	
  Vesting

  	
   

  



 


4.             Issuance of Shares. All Shares subject to this Award will be
issued as of the Date of Award, but the stock certificates evidencing
the Shares will bear the following legend that shall remain in place and effective
until all vesting restrictions lapse and new certificates are issued pursuant
to Section 6 below:


 


“The
sale or other transfer of the Shares represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the 2007 Long-Term Incentive Plan of
Capital Trust, Inc., in the 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.”


 


5.             Unvested Shares.
You
are reflected as the owner of record of the Shares subject to this Award on the
Company’s books and records. The Company will hold the stock certificate for
safekeeping until the Shares subject to this Award become vested and
nonforfeitable. You must deliver to the Company, as soon as practicable after
the Date of Award, a stock power, endorsed in blank, with respect to the Shares
subject to this Award. If you forfeit any Shares subject to this Award, the
stock power will be used to return the certificates for the forfeited Shares to
the Company’s transfer agent for cancellation. As the owner of record of the
Shares subject to this Award, you are entitled to all rights of a stockholder
of the Company, including the right to vote the Shares and the right to payment
of any cash dividends or other distributions (including those paid in stock)
declared or paid following the Date of Award and to the extent paid in stock,
such stock shall be subject to the same restrictions contained in Section 4,
subject in each case to the treatment of the Award upon termination of
employment before the particular record date for determining shareholders of
record entitled to payment of the dividend or distribution.


 


6.             Satisfaction
or Failure of Vesting Restrictions. As vesting restrictions
become satisfied over time and/or upon satisfaction of performance goals and
you are entitled to receive the Shares so vested, the Company shall cause new
stock certificates for such Shares to be delivered to you, with such legends
the Company determines to be appropriate. New certificates shall not be 


 


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delivered to you unless you have made arrangements satisfactory to the
Committee to satisfy tax-withholding obligations.


 


7.             Not a Contract of Employment. By executing this
Award, 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 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.


 


8.             Severability.
Subject to one exception,
every provision of this Award and the Plan is intended to be severable, and if
any provision of the Plan or this Award is held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions shall
continue to be fully effective. The only exception is that this Award shall be
unenforceable if any provision of the preceding section is illegal, invalid, or
unenforceable.


 


9.             Notices.
Any notice, payment or
communication required or permitted to be given by any provision of this Award
shall be in writing and shall be delivered personally or sent by certified
mail, return receipt requested, addressed as follows:


 


(a)                                  if to the Company, at the address set forth
on the signature page, to the attention of: 
Committee administering the Capital Trust, Inc. 2007 Long-Term Incentive
Plan; or


 


(b)                                 if to you, at the address set forth below
your signature on the signature page.


 


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. Any such notice shall be deemed to be given
as of the date such notice is personally delivered or properly mailed.


 


10.           Designation
of Beneficiary. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award, you may
expressly designate a beneficiary (the “Beneficiary”) to your interest
in the Restricted Shares and Performance Units awarded hereby. You shall
designate the Beneficiary by completing and executing a designation of
beneficiary form 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. You may, at any time,
change or revoke such designation. A Beneficiary designation, or revocation of
a prior Beneficiary designation, shall be effective only if it is made in
writing on a form provided by the Company, signed by you and received by the
Company. If you do not designate a Beneficiary or the Beneficiary dies prior to
having received all Shares due under the Award, such Shares shall be paid to
your estate.


 


11.           Transfer.
This Award may not be sold, pledged, or otherwise transferred without the
prior written consent of the Committee.  Notwithstanding the foregoing,
you may transfer 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 11, or


 


3

















 


(ii)
by gift to charitable institutions or by gift or transfer for consideration to
any of your following relatives (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,  your following
relatives): 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 and the Plan.


 


12.           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 D contains a suggested form of Section 83(b) election.


 


13.           Deferral
Election. You may irrevocably elect to defer the receipt of all
or a percentage of the Shares that would otherwise be issued to you on the
vesting of this Award. A copy of the form which you may use to make a deferral
election may be obtained from the Company. Notwithstanding the foregoing,
Shares which have been subject to a Section 83(b) election are not eligible for
deferral.


 


14.           Binding
Effect.
Every covenant, term and
provision of this Award shall be binding upon and inure to the benefit of the
parties hereto and their respective beneficiaries, legatees, legal
representatives, successors, transferees, and assigns.


 


15.           Modifications.
This Award may be modified or amended at any time by the Committee,
provided that your consent must be obtained for any modification that adversely
alters or impairs any rights or obligations under this Award, unless there is
an express Plan provision permitting the Committee to act unilaterally to make
the modification.


 


16.           Headings. Headings shall be ignored in interpreting
this Award.


 


17.           Governing
Law. The laws of the
State of New York shall govern the validity of this Award, the construction of
its terms, and the interpretation of the rights and duties of the parties
hereto. Any suit with respect to the Award will be brought in the federal or
state courts in the districts which include New York City, New York, and you
agree and submit to the personal jurisdiction and venue thereof.


 


18.           Income
Taxes and Deferral. 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. To the extent your Award is not deferred and vested before January 1,
2005, the Company shall have the discretion to unilaterally modify your Award
in a manner that (i) conforms with the requirements of Section 409A of the
Code, (ii) that voids any Participant election to the extent it would violate
Section 409A of the Code, 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


 


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of the Code and is elected by the Participant,
subject to any second election to defer, provided that the Administrator permits
second elections to defer in accordance with Section 409A(a)(4)(C) of the Code.
The Administrator shall have the sole discretion to interpret the requirements
of the Code, including Section 409A, for purposes of the Plan and your Award.


 


19.           Counterparts.
This Award 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 the same instrument.


 


20.           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.


 


21.           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.


 


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.


 


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BY YOUR
SIGNATURE BELOW, along with the signature of the Company’s representative, you
and the Company agree as of the Date of Award 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: Geoffrey G. Jervis

  
	
   

  	
   

  	
   Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Company
  Address:

  
	
   

  	
   

  
	
   

  	
  410
  Park Avenue, 14th Floor, New York, NY 10022

  



 


 


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


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name
  of Participant:

  
	
   

  	
   

  
	
   

  	
  Participant
  Address:

  



 


6

















 


Exhibit A


 


CAPITAL TRUST, INC.


 


2007 LONG-TERM INCENTIVE PLAN


 

















 


Exhibit B


 


CAPITAL TRUST, INC.


 


2007 LONG-TERM INCENTIVE PLAN


 


PROSPECTUS


 
















 


Exhibit C


 


Designation of Death Beneficiary
Form


 


In connection with the Award Agreement granting
Restricted Shares and Performance Units (the “Award”) entered into as of
                  
between Capital Trust, Inc. (the “Company”) and
                 ,
an individual residing at                      
(the “Participant”), the Participant hereby designates the person
specified below as the beneficiary upon my death of the Participant’s interest
in the Restricted Shares and Performance Units awarded pursuant to the Award. This
designation shall remain in effect until revoked in writing by the Participant.


 


	
   

  	
  Name of Beneficiary:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Social Security No.:

  	
   

  	
   

  



 


The Participant understands that this designation
operates to entitle the above-named beneficiary, in the event of my death, to
the rights conferred by the Award from the date this form is delivered to
the Company until such date as this designation is revoked in writing by the
Participant, including by delivery to the Company of a written designation of
beneficiary executed by the Participant on a later date.


 


	
   

  	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [Participant Signature]

  



 


Sworn
to before me this


 


      day
of                               ,
200 


 


 


	
   

  	
   

  
	
  Notary Public

  
	
   

  
	
  County of

  
	
   

  
	
  State of

  



 

















 


Exhibit D


 


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 Capital Trust, Inc. (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 8 of the Capital Trust, Inc. 2007
Long-Term Incentive Plan (“Plan”), the Restricted Shares Award Agreement
(“Award”), 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 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 or Plan not affected:


 


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


 


 


Dated:
                                   
       , 20   .


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Taxpayer

  
	
   

  	
   

  
	
  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.