Exhibit










Exhibit 10.31


COLONY CAPITAL, INC.
2014 OMNIBUS STOCK INCENTIVE PLAN


PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Colony Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) Restricted Stock Units relating to shares of its Class A Common Stock, $0.01 par value per share (the “Stock”) to you as Grantee, subject to the vesting and other conditions as set forth in the Grant.  Additional terms and conditions of the Grant are set forth in the online acceptance form and this Performance Restricted Stock Unit Agreement (collectively, the “Agreement”) and in the Company’s 2014 Omnibus Stock Incentive Plan, as amended from time to time (the “Plan”).  Each Restricted Stock Unit is hereby granted in tandem with a corresponding Dividend Equivalent Right, as further described below.  This is not a stock certificate or a negotiable instrument.
	
		
	Restricted Stock Units
	This Agreement evidences an award of Restricted Stock Units in the number set forth on the online acceptance form accompanying this Agreement, together with an equivalent number of tandem Dividend Equivalent Rights and subject to the vesting and other conditions set forth herein, in the Plan, and in the online acceptance form accompanying this Agreement (the “Restricted Stock Units”).  



	Transfer of Unvested
Restricted Stock Units


	Unvested Restricted Stock Units may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Restricted Stock Units be made subject to execution, attachment, or similar process.  If you attempt to do any of these things, you will immediately forfeit the Restricted Stock Units.



	Vesting


	Your rights to the Restricted Stock Units under this Agreement shall vest in accordance with the vesting conditions set forth in Exhibit A and the online acceptance form accompanying this Agreement so long as you continue in Service through the Third Anniversary Date, subject to the below.


In the event that you experience a termination of your Service for any reason prior to the Third Anniversary Date, except as provided below or in this Agreement, all Restricted Stock Units granted pursuant to this Agreement shall immediately and automatically be forfeited to the Company.  Notwithstanding the foregoing, if (a) your Service terminates (i) prior to the First Anniversary Date for a reason other than Cause, or (ii) at any time prior to the Third Anniversary Date for Cause, none of your Target Number of Restricted Stock Units shall remain outstanding and, except to the extent provided below with respect to death or Disability, all of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration thereof, (b) your Service terminates on or after the First Anniversary Date but prior to the Second Anniversary Date for a reason other than Cause, the number of Restricted Stock Units equal to one-third (1/3) of your Target Number of Restricted Stock Units shall remain outstanding, and, except to the extent provided below with respect to death or Disability,  the remainder of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration therefor, (c) if your Service terminates on or after the Second Anniversary Date but prior to the Third Anniversary Date for a reason other than Cause, the number of Restricted Stock Units equal to two-thirds (2/3) of your Target Number of Restricted Stock Units shall remain outstanding, and, except to the extent provided below with respect to death or Disability, the remainder of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration therefor, and (d) you continue in Service on the Third Anniversary Date, all of your Target Number of Restricted Stock Units shall remain 






 





	
		
	 
	outstanding.  The reduced number of Restricted Stock Units that remain outstanding on your termination of Service in accordance with this paragraph shall replace your Target Number of Restricted Stock Units and shall be eligible to vest subject to achievement of the Performance Goals.  


For any Restricted Stock Units that are forfeited in accordance with the foregoing, you will also automatically forfeit to the Company any Dividend Equivalent Right associated with such forfeited Restricted Stock Unit.


The foregoing is subject to any express provisions provided in this Agreement, the Plan, or a Services Agreement.  To the extent a Services Agreement provides for full vesting of the Restricted Stock Units under this Agreement in connection with a termination of your Service for any reason or in the event of a Change in Control (and except as otherwise expressly provided in such Services Agreement), the Target Number of Restricted Stock Units shall remain outstanding and shall be eligible to vest subject to achievement of the Performance Goals.



	Death or Disability
	Notwithstanding the foregoing, if your Service terminates prior to the Third Anniversary Date on account of your death or Disability, an additional number of Restricted Stock Units equal to a pro-rata percentage of one-third (1/3) of your Target Number of Restricted Stock Units, calculated based on the percentage of the calendar year that elapsed from the beginning of such calendar year through the date of your death or Disability, shall remain outstanding in respect of  the calendar year in which the termination of your Service due to death or Disability occurs.  The additional pro-rata number of Restricted Stock Units so determined shall be added to the number determined on account of your termination other than for Cause, and this total instead shall remain outstanding, shall replace your Target Number of Restricted Stock Units, and shall be eligible to vest subject to achievement of the Performance Goals.  The remainder of your Target Number of Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration therefor.  



	Change in Control


	If the Company consummates a Change in Control prior to the Cycle End Date and you remain in Service as of such Change in Control, you will vest in the number of Restricted Stock Units equal to a pro-rata percentage of your Target Number of Restricted Stock Units calculated based on the period elapsed from the Grant Date through the date of such Change in Control multiplied by: (a) in the case of a Change in Control that occurs prior to fifty percent of the Performance Cycle having elapsed, one (1), and  (b) in the case of a Change in Control that occurs on or after fifty percent of the Performance Cycle having elapsed, the level of achievement of the Performance Goals, treating the consummation of the Change in Control as the Cycle End Date, and assuming no further dividends are paid after the date of the Change in Control, unless such dividends are declared with a record date on or prior to the date of the Change in Control.  


If the Company consummates a Change in Control on or after the Cycle End Date but prior to the Third Anniversary Date and you remain in Service as of such Change in Control, you will vest in the number of Restricted Stock Units determined by the Administrator in its reasonable discretion based on achievement of the Performance Goals as of the Change in Control.








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	If the Company consummates a Change in Control prior to the Third Anniversary Date and you do not remain in Service as of such Change in Control, you will vest in the number of Restricted Stock Units equal to your Target Number of Restricted Stock Units, if any, that then remain outstanding multiplied by: (x) in the case of a Change in Control that occurs prior to fifty percent of the Performance Cycle having elapsed, one (1), and  (z) in the case of a Change in Control that occurs on or after fifty percent of the Performance Cycle having elapsed, the level of achievement of the Performance Goals, treating the consummation of the Change in Control as the Cycle End Date, and assuming no further dividends are paid after the date of the Change in Control, unless such dividends are declared with a record date on or prior to the date of the Change in Control.



	Forfeiture of Unvested
Restricted Stock Units


	To the extent that some or all of the Restricted Stock Units do not become vested based on achievement of the Performance Goals set forth in Exhibit A and the online acceptance form accompanying this Agreement for the Performance Cycle or, if earlier, upon an intervening Change in Control prior to the Third Anniversary Date, such unvested Restricted Stock Units and all Dividend Equivalent Rights associated with such unvested Restricted Stock Units shall thereupon automatically be forfeited without payment of any consideration therefor.  



	Dividend Equivalent Rights
	For each Restricted Stock Unit that vests, a Dividend Equivalent Right shall become payable as of the vesting date.  Each Dividend Equivalent Right that becomes payable shall be paid in cash, unless otherwise determined by the Company, at the time of settlement of the underlying Restricted Stock Units, in an amount equal to the total dividends per share of Stock with applicable record dates occurring during the period beginning on the Grant Date and ending on the delivery date of the shares of Stock.  If the Restricted Stock Unit linked to a Dividend Equivalent Right fails to vest or fails to remain outstanding and is forfeited for any reason, then (a) the linked Dividend Equivalent Right shall be forfeited as well; (b) any amounts otherwise payable in respect of such Dividend Equivalent Right shall be forfeited without payment; and (c) the Company shall have no further obligations in respect of such Dividend Equivalent Right.  The Grantee shall not be entitled to any payment under a Dividend Equivalent Right with respect to any dividend with an applicable record date that occurs prior to the Grant Date or after settlement of the Restricted Stock Unit.  Any payment in respect of Dividend Equivalent Rights shall be treated separately from the Restricted Stock Units for purposes of the designation of time and form of payments required by Code Section 409A.  



	Delivery
	Delivery of the shares of Stock represented by your vested Restricted Stock Units, if any, shall be made as soon as administratively practicable after the date on which your Restricted Stock Units vest, and in any event, by no later than 15 days following the Certification Date.



	Evidence of Issuance
	The issuance of the shares of Stock with respect to the Grant of Restricted Stock Units evidenced by this Agreement shall be evidenced in such a manner as the Company, in its discretion, deems appropriate, including, without limitation, book-entry, direct registration, or issuance of one or more share certificates.  



	Forfeiture of Rights


	If you should take actions in violation or breach of or in conflict with any (a) Services Agreement, (b) secondment agreement, (c) Company policy or procedure, (d) other agreement, or (e) any other obligation to any Applicable Entity, the Company has the right to cause an immediate forfeiture of your rights to the Restricted Stock Units under this Agreement, and you will immediately forfeit the Restricted Stock Units to the Company.








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	In addition, if you have vested in Restricted Stock Units during the two (2)-year period prior to your actions, you will owe the Company a cash payment (or forfeiture of shares of Stock) in an amount determined as follows: (a) for any shares of Stock that you have sold prior to receiving notice from the Company, the amount will be the proceeds received from the sale(s), and (b) for any shares of Stock that you still own, the amount will be the number of shares of Stock owned times the Fair Market Value of the shares of Stock on the date you receive notice from the Company (provided, that the Company may require you to satisfy your payment obligations hereunder either by forfeiting and returning to the Company the Restricted Stock Units or any other shares of Stock or making a cash payment or a combination of these methods as determined by the Company in its sole discretion).



	Leaves of Absence
	For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law.  Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work.


Your employer may determine, in its discretion, which leaves count for this purpose, and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan.  Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.



	Withholding Taxes
	You agree as a condition of this Grant that you will make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the Restricted Stock Units, the issuance of shares of Stock with respect to the Restricted Stock Units, or the payment of Dividend Equivalent Rights.  In the event that any Applicable Entity determines that any federal, state, local, or foreign tax or withholding payment is required relating to the Restricted Stock Units or Dividend Equivalent Rights, the Applicable Entity shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Applicable Entity (including withholding the delivery of vested shares of Stock otherwise deliverable under this Agreement).



	Retention Rights
	This Agreement and the Grant evidenced hereby do not give you the right to be retained by any Applicable Entity in any capacity.  Unless otherwise specified in an employment or other written agreement between the Applicable Entity and you, the Applicable Entity reserves the right to terminate your Service at any time and for any reason.



	Stockholder Rights
	You have no rights as a stockholder with respect to the Restricted Stock Units unless and until shares of Stock relating to the Restricted Stock Units have been issued to you and either a certificate evidencing your Stock has been issued or an appropriate entry has been made on the Company’s books.  Other than with respect to the Dividend Equivalent Rights provided in this Agreement, no adjustment shall be made for a dividend or other right for which the record date is prior to the date on which your share certificate is issued (or an appropriate entry is made).


Your Grant shall be subject to the terms of any applicable agreement of merger, liquidation, or reorganization in the event the Company is subject to such corporate activity.








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	Clawback
	This Grant is subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy that requires the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy.


If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of this Grant earned or accrued during the twelve (12)-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.



	Applicable Law
	This Agreement will be interpreted and enforced under the laws of the State of New York, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.



	The Plan
	The text of the Plan is incorporated into this Agreement by reference.


Certain capitalized terms used in this Agreement are defined in the Plan and have the meaning set forth in the Plan.


This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Grant.  Any prior agreements, commitments, or negotiations concerning this Grant are superseded; except that any written employment, consulting, confidentiality, non-competition, non-solicitation, and/or severance agreement between you and any Applicable Entity (each a “Services Agreement”) shall supersede this Agreement with respect to its subject matter.



	Data Privacy
	In order to administer the Plan, an Applicable Entity may process personal data about you.  Such data includes, but is not limited to, information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you, such as your contact information, payroll information, and any other information that might be deemed appropriate by the Applicable Entity to facilitate the administration of the Plan.


By accepting this Grant, you give explicit consent to any Applicable Entity to process any such personal data.



	Code Section 409A


	The Grant of Restricted Stock Units under this Agreement is intended to be exempt from, or to comply with, Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Code Section 409A.  Notwithstanding anything to the contrary in the Plan or this Agreement, neither an Applicable Entity nor the Administrator will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Code Section 409A, and neither an Applicable Entity nor the Administrator will have any liability to you for such tax or penalty.








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	To the extent that the Restricted Stock Units constitute “deferred compensation” under Section 409A, a termination of Service occurs only upon an event that would be a “Separation from Service” within the meaning of Section 409A.  If, at the time of your Separation from Service, (a) you are a “specified employee” within the meaning of Section 409A, and (b) the Company makes a good faith determination that an amount payable on account of your Separation from Service constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon your death, if earlier), without interest.  Each installment of Restricted Stock Units that vest under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Section 409A.



	Certain Definitions


	For the purposes of this Agreement, the following terms shall be defined as set forth below:


“Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by, or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary or, in the Administrator’s discretion, any majority-owned Subsidiary of the Company.


“Applicable Entity” means the Company and its Affiliates.


“Cause” means, with respect to any Grantee, as determined by the Company unless otherwise provided in an applicable agreement between such Grantee and the Applicable Entity, (a) repeated violations by such Grantee of such Grantee’s obligations to the Applicable Entity (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on such Grantee’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Applicable Entity, and which are not remedied within a reasonable period of time after such Grantee’s receipt of written notice from the Applicable Entity specifying such violations; (b) the conviction of such Grantee of a felony involving an act of dishonesty intended to result in substantial personal enrichment of such Grantee at the expense of the Applicable Entity; or (c) prior to a Change in Control, such other events as shall be determined by the Administrator in its sole discretion. Any determination by the Administrator whether an event constituting Cause shall have occurred shall be final, binding, and conclusive.
 
“Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than twelve (12) months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.


“First Anniversary Date” means the first anniversary of the Grant Date. 


“Second Anniversary Date” means the second anniversary of the Grant Date. 








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	“Service” means service as a Service Provider to any Applicable Entity.  Unless otherwise stated in the applicable award agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to any Applicable Entity.  Notwithstanding any other provision to the contrary, for any individual providing services solely as a director, only service to the Company or any of its Subsidiaries constitutes Service.  If the Service Provider’s employment or other service relationship is with an Affiliate of the Company and that entity ceases to be an Affiliate of the Company, a termination of Service shall be deemed to have occurred when the entity ceases to be an Affiliate of the Company unless otherwise determined by the Administrator or the Service Provider transfers his or her employment or other service relationship to the Company or its remaining Affiliates.
 
“Service Provider” means an officer, director (including a Non-Employee Director), employee, co-employee, consultant or advisor providing services to an Applicable Entity.


“Third Anniversary Date” means the third anniversary of the Grant Date.








By signing this Agreement, you agree to all of the terms and conditions described above and in the Plan.




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EXHIBIT A
COLONY CAPITAL, INC.
2014 OMNIBUS STOCK INCENTIVE PLAN


PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
PERFORMANCE GOALS


1.The Restricted Stock Units (and their corresponding Dividend Equivalent Rights) shall vest in accordance with the provisions of this Exhibit A.  The number of Restricted Stock Units that vest on the Certification Date shall be rounded down to the nearest whole Restricted Stock Units, but in no event shall the aggregate number of Restricted Stock Units that vest and become payable in accordance with this award exceed         % of the Target Number of Restricted Stock Units.


2.Performance Goals.  Except as otherwise provided in this Agreement, the Plan, or a Services Agreement, the Grantee shall be eligible to become vested, on the Certification Date, in a number of Restricted Stock Units determined in accordance with the following Performance Goals: 




3.Certification.  Promptly following the completion of the Performance Cycle (and no later than seventy-five (75) days following the end of the Performance Cycle) (the “Certification Date”), the Administrator will review and certify in writing (a) whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and (b) the number of Restricted Stock Units, if any, that will vest as of the Certification Date.  Such certification will be final, conclusive, and binding.


4.Definitions.  The capitalized terms below shall have the following meanings for purposes of the Agreement, including this Exhibit A.  Capitalized terms that are used but not defined herein shall have the meanings provided in the Plan or in the Agreement to which this Exhibit A is attached. 


a.“Commencement Date” means the first day of the Performance Cycle.


b.“Fair Market Value” means, as of a given date, the average of the closing prices of the shares of Stock on a national securities exchange over the five (5) day period beginning five (5) trading days up to and including such date.


c.“Final Per Share Value” means the Fair Market Value of one (1) share of Stock as of the Cycle End Date.


d.“Initial Per Share Value” means the Fair Market Value of one (1) share of Stock as of the Commencement Date.


e.“Peer Group Companies” means, as of the Grant Date, the              (   ) companies as listed in the chart below.  In the event that a company listed as part of the Peer Group Companies experiences a merger, acquisition, spinoff, or other corporate transaction in which the company is not the surviving entity or ceases to be a company listed on an established securities market, such company shall be eliminated from the Peer Group Companies for the entire Performance Cycle and shall not be treated as a constituent member of the Peer Group Companies for purposes of the calculations under this Exhibit A.  In such a situation, for purposes of the calculations under this Exhibit A, the remaining companies shall constitute the Peer Group Companies.   


f.“TSR” means the percentage appreciation (positive or negative) in the Fair Market Value of one (1) share of Stock from the Commencement Date to the Cycle End Date, determined by dividing (1) the sum of (A) the excess of the Final Per Share Value over the Initial Per Share Value, plus (B) the aggregate dividends (including special dividends) per share of stock with a record date on or after the Commencement Date and prior to or on the Cycle 


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End Date (assuming the reinvestment of dividends as calculated by a third party such as Appraisal Economics), by (2) the Initial Per Share Value.  In the event of a change in capitalization that occurs during the Performance Cycle, the Administrator shall make appropriate adjustments to TSR or the component measures thereunder as it determines, in its sole discretion, to be necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such change in capitalization.


g.“TSR Percentile” means, as of the Cycle End Date, the percentile ranking (as determined in accordance with standard statistical methodology) of the Company’s TSR over the Performance Cycle as compared to the range of total shareholder return of the component companies among the Peer Group Companies (calculated in a manner consistent with TSR calculations under this Exhibit A) over the Performance Cycle. 






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Notice of Restricted Stock Units Award of Colony Capital, Inc. 
	
				
	Company Name
	Colony Capital, Inc.

	Plan
	2014 Omnibus Stock Incentive Plan

	Grantee ID
	/$OptioneeID$/

	Grantee Name
	/$ParticipantName$/

	Grantee Address
	/$ParticipantAddress$/

	Grant/Award Type
	Restricted Stock Units Award

	Target Number of Restricted Stock Units*
	/$AwardsGranted$/

	Grant Date
	/$GrantDate$/

	Cycle End Date
	 

	Performance Cycle
	The period beginning on        and ending on the Cycle End Date.

	*Subject to reduction pursuant to the terms of the Award Agreement.

	Vesting Conditions: The vesting conditions for this award are set forth in the Agreement, including Exhibit A.