EX-10.4






Exhibit 10.4




PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE CARE INVESTMENT TRUST INC. EQUITY PLAN




	 	 	 
	Name of Grantee:

	 	F. Scott Kellman
	 
	 	 
	Target Award:

	 	23,255 Performance Shares (the “Target Award”)
	 
	 	 
	Performance Award Period:

	 	January 1, 2008 through and ending on December 31, 2010 (the “Award
Period”)
	 
	 	 
	Date of Grant:

	 	May 12, 2008






     This Performance Share Award Agreement (the “Agreement”) is between Care Investment Trust
Inc., a Maryland corporation (the “Company”), and you, the Grantee named above, as an employee of
CIT Healthcare LLC, the manager of the Company pursuant to a management agreement (the “Manager”).



     The Company wishes to award to you Performance Shares on the terms and conditions set forth in
this Agreement and in the Care Investment Trust Inc. Equity Plan (the “Plan”). Capitalized terms
that are used in this Agreement and that are not defined herein shall have the meanings set forth
in the Plan.



     Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company and you hereby agree as follows:



     1. Award of Performance Shares.



     The Company hereby grants to you, effective as of the Grant Date, the Target Award, which
represents the opportunity to receive a number of shares of the Company’s Common Stock, par value
$0.001 per share (the “Common Stock”), as are earned in accordance with Section 2 of this
Agreement, as more fully set forth in Section 3 of this Agreement.



     2. Determination of Number of Shares of Common Stock Earned.



     The number of shares of Common Stock earned as of the end of the Award Period, if any, will be
determined as follows:



Number of Shares = Payout Percentage x Target Award




     The “Payout Percentage” will be determined by the achievement of Company performance goals
with respect to the Award Period as set forth and provided in Schedule A (the “Performance Goals”),
with the Payout Percentage being 50% for “Threshold” performance, 100% for “Target” performance and
200% for “Maximum” performance. As such, if “Threshold” performance is met with respect to the
Award Period, you will earn 11,627 shares of Common Stock under this Agreement and if “Maximum”
performance is met with respect to the Award Period, you will earn



 









 







46,510 shares of Common Stock
under this Agreement, subject to the terms of Section 3 of this
Agreement. Performance below “Threshold” will result in a Payout Percentage of 0%, with no shares
of Common Stock being earned by you under this Agreement. If performance is between “Threshold”
and “Target” or “Target” and “Maximum,” the number of Shares earned under this Agreement will be
calculated by linear interpolation.



     3. Issuance of Shares.



     Subject to Section 4 of this Agreement, the number of Shares earned under Section 2 of this
Agreement will be issued to you as soon as reasonably practicable following the close of the Award
Period and the Committee’s determination of the level of Company achievement under the Performance
Goals, but in no event later than the June 1st immediately following the close of the Award Period.



     4. Termination of Employment.



     (a) If your position as CEO of the Company is terminated by the Company’s board of directors
for “cause” (as defined in subsection (c) below) or by you prior to the end of the Award Period,
all Performance Shares will be automatically forfeited upon such termination without any
consideration due to you.



     (b) If your position as CEO of the Company is terminated for any reason other than as set
forth in subsection (a) above prior to the end of the Award Period, the determination of the Payout
Percentage for the Award Period will be made by the Committee at the end of the Award Period in
accordance with Section 2 above, and Performance Shares earned, if any, will be paid in accordance
with Section 3 above based on such Payout Percentage prorated for the number of full months elapsed
from and including the month in which the Award Period began to and including the month in which
your termination occurs.



     (c) For purposes of this Agreement, “cause” shall mean that the Company’s board of directors,
acting in good faith after consultation with the Manager, determines that you have engaged in or
committed: willful misconduct; gross negligence; theft, fraud or other illegal conduct; refusal or
unwillingness to perform your duties; sexual harassment; any willful act that has the effect of
injuring the business of the Company; violation of any fiduciary duty; or breach of any term of
this agreement



     5. Effect of a Change in Control. 



     Upon a Change in Control, the Award Period shall be deemed completed in full as of the
effective time of such transaction, the Performance Goals shall be deemed to have been attained at
“Target” and the Performance Shares shall be converted into shares of Common Stock in accordance
with Section 2 of this Award Agreement.



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     6. Effect of Termination of Management Agreement.



     If the management agreement between the Company and the Manager is terminated or not renewed
other than for Cause (as such term shall be defined in the management agreement), provided that you
are then employed by the Manager and occupy the position of CEO of the Company, the Award Period
shall be deemed completed in full as of the effective time of such termination or non-renewal, the
Performance Goals shall be deemed to have been attained at “Target” and the Performance Shares
shall be converted into shares of Common Stock in accordance with Section 2 of this Agreement. If
the management agreement is terminated or not renewed for Cause (as such term shall be defined in
the management agreement) prior to the end of the Award Period, all Performance Shares shall be
automatically forfeited without any consideration due to you.



     7. Transfer Restrictions.



     Notwithstanding anything to the contrary in this Agreement, the Performance Shares may not be
sold, assigned, transferred, pledged, or otherwise encumbered by you.



     No transfer by will or the applicable laws of descent and distribution of any shares of Common
Stock which are issuable to you upon settlement of the Performance Shares by reason of your death
shall be effective to bind the Company unless the Committee administering the Plan shall have been
furnished with written notice of such transfer and a copy of the will or such other evidence as the
Committee may deem necessary to establish the validity of the transfer.



     8. Distributions and Adjustments.



     (a) If there is any change in the number or character of the Common Stock of the Company
without additional consideration paid to the Company (through any stock dividend or other
distribution, recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), the
Committee shall, in such manner and to such extent (if any) as it deems appropriate and equitable,
adjust the number of Performance Shares subject to this Agreement accordingly, in its sole
discretion. Any fractional Performance Shares resulting from an adjustment under this Section 8(a)
shall be rounded down to the nearest whole unit.



     (b) Dividends otherwise payable during the Award Period, if any, will accrue for the benefit
of you (without interest) and will be paid to you (if you are otherwise entitled to a payment under
this Agreement) at the same time as payment of your Performance Shares, if any, based on the actual
number of Shares earned under Section 2.



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     9. Taxes.



     (a) You acknowledge that you will consult with your personal tax advisor regarding the
federal, state and local tax consequences of the grant of the Performance Shares, payment of
dividend equivalents on the Performance Shares (if any) and the issuance of shares of Common Stock
to you in settlement of the Performance Shares and any other matters related to this Agreement.
You are relying solely on your advisors and not on any statements or representations of the Company
or any of its agents. You understand that you are responsible for your own tax liability that may
arise as a result of this grant or any other matters related to this Agreement.



     (b) In order to comply with all applicable federal, state or local income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all income and
payroll taxes, which are your sole and absolute responsibility, are withheld or collected from you
at the minimum required withholding rate.



     (c) In accordance with the terms of the Plan, and such rules as may be adopted by the
Committee administering the Plan, you may elect to satisfy any applicable tax withholding
obligations arising from the settlement of the Performance Shares (including property attributable
to the Performance Shares described in Section 8(b) above) by:



          (i) delivering cash (including check, draft, money order or wire transfer made payable to the
order of the Company),




          (ii) having the Company withhold a portion of the shares of Common Stock to be issued to you
in settlement of the Performance Shares having a Fair Market Value equal to the minimum tax
withholding amount for such taxes, or




          (iii) delivering to the Company shares of Common Stock having a Fair Market Value equal to the
minimum tax withholding amount for such taxes. The Company will not deliver any fractional share
of Common Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share of
Common Stock. Your election must be made on or before the date that the amount of tax to be
withheld is determined.




     10. General Provisions.



     (a) Interpretations. This Agreement is subject in all respects to the terms of the
Plan. A copy of the Plan is available upon your request. In the event that any provision of this
Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any
question of administration or interpretation arising under this Agreement shall be determined by
the Committee, and such determination shall be final, conclusive and binding upon all parties in
interest.



     (b) No Right to Employment. Nothing in this Agreement or the Plan shall be construed
as giving you the right to be retained as an employee of the Manager or as CEO of the Company. In
addition, the Manager may at any time dismiss you from employment with the Manager, and the
Company’s board of directors may at any time remove you as CEO of the Company, in each case



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free from any liability or any claim under this Agreement, unless otherwise expressly provided
in this Agreement.



     (c) Securities Matters. The Company shall not be required to issue or deliver any
shares of Common Stock until the requirements of any federal or state securities or other laws,
rules or regulations (including the rules of any securities exchange) as may be determined by the
Company to be applicable are satisfied.



     (d) Headings. Headings are given to the sections and subsections of this Agreement
solely as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Agreement or any provision
hereof.



     (e) Saving Clause. If any provision(s) of this Agreement shall be determined to be
illegal or unenforceable, such determination shall in no manner affect the legality or
enforceability of any other provision hereof.



     (f) Section 409A. The Performance Shares granted hereunder are intended to avoid the
adverse tax consequences to you of Section 409A of the Code. Notwithstanding the foregoing or any
provision of the Plan or this Agreement, if any provision of this Award Agreement contravenes
Section 409A or could cause you to incur any tax, interest or penalties under Section 409A, the
Board of Directors or the Committee, as applicable, may, in its sole discretion, and without your
consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to
avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain
to the maximum extent practicable, the original intent and economic benefit to you of the
applicable provision without materially increasing the cost to the Company or contravening the
provisions of Section 409A. This Section 10(f) does not create an obligation on the part of the
Company to modify the Plan or this Agreement and does not guarantee that the Performance Shares or
shares of Common Stock distributed hereunder will not be subject to taxes, interest and penalties
under Section 409A.



     (g) Rights as a Stockholder. You shall have no rights as a stockholder of the Company
with respect to any Performance Shares covered by this Agreement until the shares of Common Stock
are issued to you in respect of the Performance Shares.



     (h) Governing Law. The internal law, and not the law of conflicts, of the State of
Maryland will govern all questions concerning the validity, construction and effect of this
Agreement.



     (i) Notices. You should send all written notices regarding this Agreement or the Plan
to the Company at the following address:


Care Investment Trust Inc.

c/o CIT Healthcare LLC

505 Fifth Avenue, 6th Floor

New York, New York 10017

Attn: Chief Financial Officer




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     (j) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective successors, permitted assigns, and legal
representatives. The Company has the right to assign this Agreement, and such assignee shall
become entitled to all the rights of the Company hereunder to the extent of such assignment.



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IN WITNESS WHEREOF, the Company by one of its duly authorized officers has executed this Agreement
as of the day and year first above written.



CARE INVESTMENT TRUST INC.




	 	 	 
	 

	By:	/s/ Frank Plens Kafski
	 

	 	 
	 

	 	Chief Financial Officer





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Schedule A

Performance Goals




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metric	 	Weighting	 	Threshold	 	Target	 	Maximum
	Compound Annual
Adjusted Funds from
Operation/Share
Growth
	 	50%	 		 	5%	 		 	7%	 		 	10%	 	
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shareholder
Return* vs. Health
Care Equity REITs
(listed on Schedule
B)
	 	25%	 		 	40th percentile	 	Median	 	80th percentile
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Shareholder
Return* vs.
Commercial Mortgage
REITs (listed on
Schedule B)
	 	25%	 		 	40th percentile	 	Median	 	80th percentile








 




			
	*	 	For purposes of calculating “total shareholder return”, the share price to be used as of the
beginning and end of the Award Period, as applicable, shall be the average closing price of a share
(either of Common Stock or of the shares of the companies listed in the comparator groups on
Schedule B) for the twenty (20) days preceding the beginning the Award Period and the twenty (20)
days preceding the end of the Award Period, as applicable.




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Schedule B




Commercial Mortgage REITs




RAIT Financial Trust

Deerfield Triarc Capital Corp.

Newcastle Investment Corp.

Anthracite Capital Inc.

Gramercy Capital Corp.

Northstar Realty

Capital Trust Inc.

Arbor Realty Trust Inc.

JER Investors Trust Inc.

CBRE Realty Finance Inc.

Quadra Realty Trust Inc.




Healthcare Equity REITs




HCP Inc.

Ventas Inc.

Health Care REIT Inc.

Nationwide Health Properties Inc.

Senior Housing Properties Trust

Healthcare Realty Trust Inc.

Omega Healthcare Investors Inc.

Medical Properties Trust Inc.

National Health Investors Inc.

LTC Properties Inc.

Cogdell Spencer Inc.

Universal Health Realty Income Trust





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