EX-10.2






RAIT INVESTMENT TRUST




2005 EQUITY COMPENSATION PLAN




UNIT AWARD AGREEMENT 




This UNIT AWARD AGREEMENT, dated as of  , 200     (the “Date of Grant”), is delivered by
RAIT Investment Trust (“RAIT”), to  (the “Participant”).



RECITALS 




A. The RAIT Investment Trust 2005 Equity Compensation Plan (the “Plan”) provides for the grant of
phantom units (“Units”), which represent the right to receive one or more common shares of
beneficial interest, par value $0.01, of RAIT (“Common Shares”), on a future redemption date.



B. The Compensation Committee of the Board of Trustees of RAIT (the “Committee”) has decided to
make a restricted Unit grant, subject to the terms and conditions set forth in this Unit Award
Agreement (the “Agreement”) and the Plan, as an inducement for the Participant to promote the best
interests of RAIT and its shareholders. The Participant may receive a copy of the Plan by
contacting  , at  .



NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



1. Grant of Units . Subject to the terms and conditions set forth in this Agreement and
the Plan, RAIT hereby grants to the Participant  Units (the “Restricted Units”). The
Restricted Units will become vested in accordance with Paragraph 3 below and will be redeemed in
accordance with Paragraph 4 below.



2. Restricted Unit Account . RAIT shall establish and maintain a Restricted Unit account,
as a bookkeeping account on its records, (the “Restricted Unit Account”) for the Participant and
shall record in such Restricted Unit Account the number of Restricted Units granted to the
Participant. The Participant shall not have any interest in any fund or specific assets of RAIT by
reason of this grant or the Restricted Unit Account established for the Participant.



3. Vesting .



(a) The Participant will become vested in the Restricted Units awarded pursuant to this grant
according to the following vesting schedule, provided the Participant does not incur a termination
of employment or service with the Company (as defined in the Plan) prior to the applicable vesting
date (the “Vesting Date”):



	 	 	 	 	 	 	 	 	 
	Vesting Date	 	Percentage of Restricted Units Vesting
	First anniversary of Date of Grant
	 	 	20	 	 	 	%	 
	Second anniversary of Date of Grant
	 	 	20	 	 	 	%	 
	Third anniversary of Date of Grant
	 	 	20	 	 	 	%	 
	Fourth anniversary of Date of Grant
	 	 	40	 	 	 	%	 






The vesting of the Restricted Units is cumulative, but shall not exceed 100% of the Restricted
Units subject to this Agreement. If the foregoing vesting schedule would produce fractional
Restricted Units, the number of Restricted Units that are vested shall be rounded down to the
nearest whole Restricted Unit. The Participant’s Restricted Units shall become fully vested if the
Participant is employed by, or providing service to, the Company on the fourth anniversary of the
Date of Grant.



(b) If the Participant’s employment or service with the Company terminates for any reason prior to
the Participant vesting in any of the Restricted Units as provided in subparagraph (a), the
Restricted Units that are not vested as of the Participant’s termination of employment or service
shall terminate and the Participant shall not have any redemption rights with respect to any of
such unvested Restricted Units.



4. Redemption . Unless an election is made pursuant to Paragraph 5 below, on the earliest
to occur of (i) the first anniversary of the applicable Vesting Date, (ii) the date of death of the
Participant, or (iii) the Participant becomes disabled (within the meaning of section 409A(a)(2)(C)
of the Internal Revenue Code of 1986, as amended (the “Code”)), (the “Redemption Date”), RAIT shall
redeem:



(1), in the case of clause (i) above, all of the Restricted Units for which it is the first
anniversary of the applicable Vesting Date; or



(2) in the case of clauses (ii) or (iii) above, all of the vested Restricted Units;



(the “Redeemed Units”) as provided in Paragraph 3, then credited to the Participant’s Restricted
Unit Account as of such date. On the Redemption Date, all Redeemed Units will be converted to an
equivalent number of Common Shares, and the Participant shall receive a single sum distribution of
such Common Shares, which shall be issued under the Plan. For purposes of this Agreement, each
Redemption Date shall be deemed a separate redemption event.



5. Deferrals .



(a) Within thirty (30) days of the Date of Grant, the Participant may make an irrevocable election
to defer the Redemption Date of any of the Restricted Units that are scheduled to vest after the
first anniversary of the Date of Grant, to a date that occurs after the applicable Redemption Date
by completing the deferral election form provided to the Participant by the Committee, in the form
attached hereto as Exhibit A or as subsequently modified to comply with the requirements of section
409A of the Code. Any such election shall be made in accordance with section 409A of the Code and
any corresponding guidance and regulations issued under section 409A of the Code.



(b) After the first thirty (30) days of the Date of Grant, a Participant may make an irrevocable
election to defer the Redemption Date of any of the Restricted Units to a later date, provided that
the election shall not take effect until at least twelve (12) months after the date on which the
election is made, the new Redemption Date cannot be earlier than five (5) years from the original
Redemption Date under Paragraph 4, and the election must be made no less than twelve (12) months
prior to the date of the Redemption Date.



If a Redemption Date is delayed pursuant to this Paragraph 5, the new Redemption Date shall
hereinafter be referred to as the “Deferred Date”.



6. Dividend Equivalents .



(a) Until such time as the Restricted Units become vested, if any dividends are declared with
respect to the Common Shares, RAIT shall credit to a dividend equivalent account (the “Dividend
Equivalent Account”) the value of the dividends that would have been distributed if the unvested
Restricted Units credited to the Participant’s Restricted Unit Account at the time of the
declaration of the dividend were Common Shares. On the Vesting Date of the Restricted Units, a
cash payment will be distributed to the Participant equal to the value of the dividend equivalents
credited to the Participant’s Dividend Equivalent Account that correspond to the Restricted Units
that vest on such Vesting Date. No interest shall accrue on any dividend equivalents credited to
the Participant’s Dividend Equivalent Account. If the Participant’s employment or service with the
Company terminates for any reason prior to the Participant vesting in any of the Restricted Units
as provided in Paragraph 3(a), the dividend equivalents credited to the Participant’s Dividend
Equivalent Account that correspond to the Restricted Units that are not vested as of the
Participant’s termination of employment or service shall terminate and be forfeited, and the
Participant shall not be entitled to receive any cash payments with respect to such forfeited
unvested dividend equivalent rights.



(b) After the Restricted Units vest, but prior to such time as the vested Restricted Units are
redeemed, if any dividends are declared with respect to the Common Shares, a cash payment will be
paid to the Participant by RAIT equal to the value of the dividends that would have been
distributed if the vested Restricted Units credited to the Participant’s Restricted Unit Account at
the time of the declaration of the dividend were Common Shares. The dividend equivalents will be
paid to the Participant at the same time as dividends are paid to shareholders holding the Common
Shares.



7. Change of Control . The provisions set forth in the Plan applicable to a Change of
Control (as defined in the Plan) shall apply to the Restricted Units, and, in the event of a Change
of Control, the Committee may take such actions as it deems appropriate in accordance with the
terms of the Plan and the requirements of section 409A of the Code.



8. Acknowledgment by Participant . By executing this Agreement, the Participant hereby
acknowledges that with respect to any right to redemption or distribution pursuant to this
Agreement, the Participant is and shall be an unsecured general creditor of RAIT without any
preference as against other unsecured general creditors of RAIT, and the Participant hereby
covenants for himself or herself, and anyone at any time claiming through or under the Participant
not to claim any such preference, and hereby disclaims and waives any such preference which may at
any time be at issue, to the fullest extent permitted by applicable law. The Participant also
hereby agrees to be bound by the terms and conditions of the Plan and this Agreement. The
Participant further agrees to be bound by the determinations and decisions of the Committee with
respect to this Agreement and the Plan and the Participant’s rights to benefits under this
Agreement and the Plan, and agrees that all such determinations and decisions of the Committee
shall be binding on the Participant, his or her beneficiaries and any other person having or
claiming an interest under this Agreement and the Plan on behalf of the Participant.



9. Restrictions on Issuance or Transfer of Common Shares .



(a) The obligation of RAIT to deliver Common Shares upon the redemption of the Restricted Units
shall be subject to the condition that if at any time the Committee shall determine in its
discretion that the listing, registration or qualification of the Common Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of
Common Shares, the Common Shares may not be issued in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee. The issuance of Common Shares and the payment of cash
to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or
regulations of the United States or of any state having jurisdiction thereof.



(b) The Participant agrees to be bound by RAIT’s policies regarding the transfer of the Common
Shares and understands that there may be certain times during the year in which the Participant
will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, or
encumbering Common Shares.



(c) As soon as reasonably practicable after the Redemption Date, or the Deferred Date, if
applicable, a certificate representing the Common Shares that are redeemed shall be issued to the
Participant.



10. Grant Subject to Plan Provisions . This grant is made pursuant to the Plan, the terms
of which are incorporated herein by reference, and in all respects shall be interpreted in
accordance with the Plan. In the event of any contradiction, distinction or difference between this
Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise
defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set
forth in the Plan. This grant is subject to the interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration, qualification or listing of
the Common Shares, (iii) changes in capitalization of RAIT, and (iv) other requirements of
applicable law. The Committee shall have the authority to interpret and construe this grant
pursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arising
hereunder and the Participant’s acceptance of this grant is the Participant’s agreement to be bound
by the interpretations and decisions of the Committee with respect to this grant and the Plan.



11. No Rights as Shareholder . The Participant shall not have any rights as a shareholder
of RAIT, including the right to any cash dividends (except as provided in Paragraph 6), or the
right to vote, with respect to any Restricted Units.



12. No Rights to Continued Employment or Service . This grant shall not confer upon the
Participant any right to be retained in the employment or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Participant’s employment or
service at any time. The right of the Company to terminate at will the Participant’s employment or
service at any time for any reason is specifically reserved.



13. Assignment and Transfers . No Restricted Units or dividend equivalents awarded to the
Participant under this Agreement may be transferred, assigned, pledged, or encumbered by the
Participant and a Restricted Unit shall be redeemed and dividend equivalent distributed during the
lifetime of the Participant only for the benefit of the Participant. Any attempt to transfer,
assign, pledge, or encumber the Restricted Unit or dividend equivalent by the Participant shall be
null, void and without effect. The rights and protections of RAIT hereunder shall extend to any
successors or assigns of RAIT. This Agreement may be assigned by RAIT without the Participant’s
consent.



14. Withholding . The Participant shall be required to pay to the Company, or make other
arrangements satisfactory to the Company to provide for the payment of, any federal, state, local
or other taxes that the Company is required to withhold with respect to the grant, vesting or
redemption/distribution of the Restricted Units and dividend equivalents. Subject to Committee
approval, the Participant may elect to satisfy any tax withholding obligation of the Company with
respect to the Restricted Units by having Common Shares withheld up to an amount that does not
exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and
other tax liabilities.



15. Effect on Other Benefits . The value of Common Shares and dividend equivalents
distributed with respect to the Restricted Units shall not be considered eligible earnings for
purposes of any other plans maintained by the Company. Neither shall such value be considered part
of the Participant’s compensation for purposes of determining or calculating other benefits that
are based on compensation, such as life insurance.



16. Applicable Law . The validity, construction, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the State of Maryland,
without giving effect to the conflicts of laws provisions thereof.



17. Notice . Any notice to RAIT provided for in this instrument shall be addressed to RAIT
in care of the Board of Trustees at the principal office of RAIT, and any notice to the Participant
shall be addressed to such Participant at the current address shown on the payroll records of the
Company, or to such other address as the Participant may designate to RAIT in writing. Any notice
shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as
stated above, registered and deposited, postage prepaid, in a post office regularly maintained by
the United States Postal Service.



18. Section 409A of the Code . Notwithstanding anything in the Plan or this Agreement to
the contrary, the Committee may, without the Participant’s consent, amend this Agreement to comply
with the requirements of Section 409A of the Code and any corresponding guidance and regulations
issued under Section 409A of the Code to the extent it is subsequently determined, in the sole
discretion of the Committee, that such amendments are necessary for this grant to comply with the
requirements of Section 409A of the Code.



IN WITNESS WHEREOF, RAIT has caused its duly authorized officers to execute this Unit Award
Agreement, and the Participant has placed his or her signature hereon, effective as of the Date of
Grant.



RAIT INVESTMENT TRUST



 By:



I hereby accept the award of Restricted Units and dividend equivalents described in this Agreement,
and I agree to be bound by the terms of this Agreement and the Plan. I hereby acknowledge and agree
that all of the decisions, interpretations and determinations of the Committee with respect to the
Restricted Units and dividend equivalents shall be final, binding and conclusive on me, my
beneficiaries and any other persons having or claiming an interest under this Agreement.



 



Date Participant




1




EXHIBIT A

SUBSEQUENT DEFERRAL ELECTION FORM 




PART A. TIME OF REDEMPTION (only complete subpart (a) or (b), but not both)



(a) Election to Defer Redemption of Restricted Units Within Thirty (30) Days of Date of
Grant


THIS SUBPART (a) SHOULD ONLY BE COMPLETED IF YOU ARE MAKING THE ELECTION WITHIN 30 DAYS OF THE DATE
OF GRANT OF THE RESTRICTED UNITS AND SUCH ELECTION APPLIES TO RESTRICTED UNITS THAT VEST AFTER THE
FIRST ANNIVERSARY OF THE DATE OF GRANT.



I,  , (the “Participant”) hereby irrevocably elect to have the  Restricted
Units (the “Deferred Units”) granted to me on  , 200  pursuant to the Unit
Award Agreement (the “Agreement”) under the RAIT Investment Trust 2005 Equity Compensation Plan
(the “Plan”) that would have been redeemed by RAIT Investment Trust (“RAIT”) on  ,
 (the “Redemption Date”), to instead be redeemed on  ,  (the
“Deferred Date”), which is a date that is no sooner than the original Redemption Date for such
Restricted Units.



(b) Election to Defer Redemption of Restricted Units After Thirty (30) Days of Date of Grant



THIS SUBPART (b) SHOULD ONLY BE COMPLETED IF EITHER (I) YOU ARE MAKING THE ELECTION AFTER 30 DAYS
OF THE DATE OF GRANT OF THE RESTRICTED UNITS FOR RESTRICTED UNITS THAT VEST AFTER THE FIRST
ANNIVERSARY OF THE DATE OF GRANT OR (II) THE ELECTION IS BEING MADE FOR RESTRICTED UNITS THAT VEST
ON THE FIRST ANNIVERSARY OF THE DATE OF GRANT



I,  , (the “Participant”) hereby irrevocably elect to have the  Restricted
Units (the “Deferred Units”) granted to me on  , 200  pursuant to the Unit
Award Agreement (the “Agreement”) under the RAIT Investment Trust 2005 Equity Compensation Plan
(the “Plan”) that would have been redeemed by RAIT Investment Trust (“RAIT”) on  ,
 (the “Redemption Date”), to instead be redeemed on  ,  (the
“Deferred Date”), which is a date that is at least twelve (12) months before the date RAIT would
otherwise redeem the Restricted Units and is a date that is no earlier than five (5) years from the
Redemption Date under the Agreement.



	 
	 

	PART B. ACKNOWLEDGMENT







I understand and expressly agree that the Deferred Date for the Deferred Units shall be the date I
specified in Part A(a) or (b) above and I will not be entitled to receive a redemption of the
Deferred Units on an earlier date. I also understand and expressly agree that this deferral
election is irrevocable, and, with respect to an election made pursuant to Part A(b) above, shall
not take effect until twelve (12) months after the date on which I make this election.



PARTICIPANT SIGNATURE



 



Date:  



Receipt Acknowledged:



By:  



Title:  



Date: