EX-10.2






INDEPENDENCE REALTY TRUST, INC.

LONG TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD CERTIFICATE




To the Grantee Named Below:



You have been granted Restricted Stock of Independence Realty Trust, Inc. (the “Company”) under
Section 9.1 of the Independence Realty Trust, Inc. Long Term Incentive Plan (the “Plan”). This
Restricted Stock Award Certificate (the “Award Certificate”) sets forth the aggregate number of
shares under this Award and its terms and conditions. This Award is contingent upon your
acknowledgement and acceptance of the terms and conditions as set forth in this Award Certificate
and in the Plan.



	 	 	 
	Grant Date:
	 	January 31, 2014

	Number of Shares:
	 	[      ]

	Vesting:
	 	You are receiving this Award in your capacity as a Consultant to the Company

arising from your status as an employee of RAIT Financial Trust (“RAIT”).

Therefore, your award will vest provided that you (i) continue in your

employment with RAIT; the Company’s advisor or their respective affiliates;

or (ii) become and continue as an Employee or a Consultant of the Company

through the following:

	 	 	First anniversary of Grant Date 1/3 of Shares

Second anniversary of Grant Date 1/3 of Shares

Third anniversary of the Grant Date 1/3 of Shares

Additionally, your award will vest all of the Shares under this Award if the

Company undergoes a Change in Control (as defined in the Plan) and your

service as a Consultant is terminated within one year of such Change in

Control.

	 	 	If your employment service with RAIT; the Company’s advisor or their

respective affiliates terminates by reason of death or Disability, then your

Restricted Stock will become fully vested.

If your employment service with RAIT; the Company’s advisor or their

respective affiliates terminates prior to full vesting for any reason other

than death, Disability or Change in Control, you shall forfeit any remaining

unvested Restricted Stock and related dividends subject to this Award as of

the date of such termination of service. Upon a forfeiture, unvested

Restricted Stock and related dividends shall be transferred to the Company.

If your employment service with RAIT; the Company’s advisor or their

respective affiliates terminates prior to full vesting, but you continue to

provide services to the Company as an Employee or Consultant, then such

termination of service shall not result in the forfeiture of unvested

Restricted Stock.

	Rights a Shareholder:
	 	Except as otherwise provided in this Award Certificate or the Plan, you shall

have all the rights of a stockholder of the Company with respect to the

Restricted Stock, subject to the restrictions, including, without limitation,

voting rights and allocation of cash or stock dividends, in respect of the

Restricted Stock subject to the vesting of the Award.

The Company may require you to execute an “Investment Representation

Statement” and enter into a shareholder’s agreement or any other agreement

required by the Board or shareholders in general, with such terms and

conditions as the Company may prescribe.

	Tax Liability of the

Participant and

Payment of Taxes:
	 	You acknowledge and agree that any income or other taxes due from you with

respect to the Restricted Stock issued pursuant to this Award Certificate

shall be your responsibility. Upon vesting, you may elect to have a portion of

your vested shares withheld in order to satisfy your tax obligations.

Upon execution of this Award Certificate, you may file an election under

Section 83(b) of the Code (See attached Exhibit A ). You have been given the

opportunity to obtain the advice of your tax advisors with respect to the tax

consequences of the Restricted Stock and the provisions of this Award

Certificate. You assume all responsibility for filing the Section 83(b)

election and paying any taxes resulting from such election or from failure to

file the election and paying taxes resulting from the lapse of the

restrictions on the unvested shares. Tax obligations arising from the Section

83(b) election must be paid by you and cannot be satisfied by withholding

shares.

	 	 	 

	Transferability:
	 	Except as otherwise provided in this Award Certificate, until the Restricted

Stock vests and become non-forfeitable, you may not transfer or assign the

Restricted Stock for any reason, other than under your will or as required by

intestate laws. Any attempted transfer or assignment will be null and void.

	Restrictions on Resale:
	 	By accepting this Award Certificate, you agree not to sell any Restricted

Stock acquired under this Award Certificate at a time when applicable laws,

RAIT or Company policies, any stockholder agreement or other agreement to

which you are a party or any agreement between the Company and its

underwriters, prohibit a sale.

	Miscellaneous:
	 	As a condition of the granting of this Award, you agree, for yourself and your

legal representatives and/or guardians, that this Award Certificate shall be

interpreted by the Board (or a committee thereof) and that any such

interpretation of the terms of this Award Certificate and any determination

made by the Board (or a committee thereof) pursuant to this Award Certificate

shall be final, binding and conclusive. This Award Certificate may be

executed in counterparts. This Award Certificate and the Restricted Stock

granted hereunder shall be governed by Maryland Law.







This Award Certificate and the Restricted Stock granted hereunder are granted under and governed by
the terms and conditions of the Plan, the provisions of which are incorporated herein by reference.
Additional provisions regarding your Restricted Stock and definitions of capitalized terms used
and not defined in this Restricted Stock can be found in the Plan. Any inconsistency between this
Award Certificate and the Plan shall be resolved in favor of the Plan. The Participant hereby
acknowledges receipt of a copy of the Plan. The invalidity or unenforceability of any
provisions of this Award Certificate shall not affect the validity or enforceability of any other
provision of this Award Certificate, which shall remain in full force and effect. In the event
that any provision of this Award Certificate or any word, phrase, clause, sentence, or other
portion hereof (or omission thereof) should be held to be unenforceable or invalid for any reason,
such provision or portion thereof shall be modified or deleted in such a manner so as to make this
Award Certificate as so modified legal and enforceable to the fullest extent permitted under
applicable law.



BY SIGNING BELOW AND ACCEPTING THIS AWARD CERTIFICATE AND THE RESTRICTED STOCK GRANTED
HEREUNDER, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO
ACKNOWLEDGE RECEIPT OF THE PLAN.



	 	 	 
	INDEPENDENCE REALTY TRUST, INC.

	 	GRANTEE
	By:      

Name: James J. Sebra

	 	     

Name:     






Title: Chief Financial Officer & Treasurer



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INDEPENDENCE REALTY TRUST, INC.

2929 ARCH STREET, 17TH FLOOR

PHILADELPHIA, PA 19104




	 	 	 
	To:

Re:

Date:

	 	Participants Receiving Restricted Stock Awards

“83(b) Election” for Federal Income Tax Treatment

January 31, 2014






You have been awarded shares of Common Stock of Independence Realty Trust, Inc. (the “Common
Stock”) pursuant to the Independence Realty Trust, Inc. Long Term Incentive Plan (the “Plan”) as
described in the Restricted Stock Award Certificate (the “Award”). This memorandum outlines the
tax treatment of the Award, and explains the opportunity you have to impact that treatment if you
make an appropriate election as provided under Section 83(b) of the Internal Revenue Code (“Code”),
or an “83(b) election”. This memorandum is for information purposes only and should not be
construed as tax or financial planning advice. You should consult with your personal tax advisor
to determine the most appropriate course based on your personal financial goals.



Federal Income Taxes



The Award consists of Shares of Common Stock, the fair market value of which is taxed at
ordinary income rates when the restrictions applicable to the shares of Common Stock lapse and you
become “vested” in such shares of Common Stock. Under the Plan, fair market value is defined as
the closing price of a Common Share on the New York Stock Exchange on the relevant date. The
vesting schedule of the shares of Common Stock is set forth in your Award. The Award provides that
you may elect to satisfy any withholding tax arising on a vesting date by having shares of Common
Stock and related dividends subject to the Award withheld with a fair market value equal to the tax
due.



Under Section 83(b) of the Code, you have the option of electing to include as ordinary income
in your taxable income for 2014 the fair market value at the grant date of some or all of the
unvested shares of Common Stock included in the Award. An 83(b) election allows you to defer the
remaining tax on the appreciation on the shares of Common Stock, if any, that occurs during the
vesting period until you sell or otherwise dispose of the shares of Common Stock. Any appreciation
or depreciation of the shares of Common Stock at disposition will be taxable as a capital gain or
loss, respectively. The risk, however, is that if you do not vest in the shares of Common Stock
included in the Award after having made a Section 83(b) election, you will have paid federal income
taxes on property that will be forfeited and the taxes paid are not deductible. In addition, any
withholding taxes due when you make an 83(b) election must be paid in cash and cannot be satisfied
by having shares of Common Stock and related dividends subject to the Award withheld.



Under your current Award, if you make an 83(b) election, you are required to include in your
2014 ordinary income an amount equal to the product resulting from multiplying the fair market
value of a Common Share on the grant date by the number of shares of Common Stock in your Award
subject to your 83(b) election. You will have no additional tax liability when vesting occurs.
When you sell any shares of Common Stock in your Award, any appreciation in excess of the fair
market value of a Common Share on the grant date will be taxed as capital gain.



If you do not make an 83(b) election, the fair market value of such shares of Common Stock on
the vesting date, including any appreciation after the date of grant, will be includable as
ordinary income in the year when the shares of Common Stock vest.



Code Section 83(b) election



A copy of the 83(b) election form is available from the RAIT Human Resources department. The
83(b) election must be filed with the IRS within 30 days of the grant date of the Award. This
initial filing must be made with the Internal Revenue Service Center with which you file your
Federal income tax returns. Additionally, you are required to file a copy of your 83(b) election
(1) with your income tax return for the taxable year in which you receive the Award (in this case,
your 2014 tax return) and (2) with the RAIT Human Resources department. The 83(b) election is
irrevocable except with the consent of the IRS. You need not make the election with respect to all
of the shares of Common Stock granted in the Award .




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