Unassociated Document


  
    
      Exhibit
10.28

    

    
 

    CAPITAL
TRUST, INC.

    AMENDED
AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

    2007
LONG-TERM INCENTIVE PLAN

    _______________________________________________

    


    Deferral
Election Agreement for Select Plan Awards

    _______________________________________________

    


    DEFERRAL AGREEMENT (the
“Deferral Agreement”), made this 24th day of December, 2007, by and between you
(the undersigned), and Capital Trust, Inc. (the
“Company”).  Capitalized terms are defined in the Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan (“2004 Plan”), the Capital
Trust, Inc. 2007 Long-Term Incentive Plan (“2007 Plan”), or in this Deferral
Agreement, with this Deferral Agreement controlling in the event of any
inconsistency or ambiguity.

     

     WHEREAS, the Company has
established and maintains the 2004 Plan and the 2007 Plan (collectively the
“Plans”), which are attached as Exhibit A and described in
the Plan Prospectuses, which are attached as Exhibit B, and you have
received Awards under either or both of said Plans;

     

    WHEREAS, pursuant to Sections
8(g) and 10(e) of the Plans, the Committee has authorized a deferred
compensation program pursuant to which you may elect on this form to defer the
receipt of Shares subject to the Plan awards specified in Section 1
below;

     

    NOW, THEREFORE, it is mutually
agreed as follows:

     

    1.           Compensation
being Deferred.  You make the following election to receive
Deferred Share Units (“DSUs”)  in lieu of the Shares that would
otherwise be issued to you upon vesting, after 2007, of the following awards
(“Awards”), and hereby surrender and cancel all rights relating to both such
Awards that would have vested after 2007 and the Shares subject
hereto:

     

    
      	
              Plan

            	
              Awards
      Deferred

            
	
               

              2004
      Plan

            	
               

               ̈All Restricted
      Shares awarded to me on or before _______ pursuant to the 2004
      Plan.

               

               ̈All Performance
      Unit Awards awarded to me on or before _________ pursuant to the 2004
      Plan.

               

              üThe
      following Award: July 14, 2004 Award dated July 15, 2004 (54,705 shares of
      restricted stock (time vest only) and 109,409 shares of performance
      stock).

               

            
	
               

              2007
      Plan

            	
               

               ̈All Restricted
      Shares awarded to me on or before _______ pursuant to the 2007
      Plan.

               

               ̈All Performance
      Unit Awards awarded to me on or before _________ pursuant to the 2007
      Plan.

               

            


    

    


    
      
        
        

      

      
        Page 1 of
9

        
          

        

      

      
        
        

      

    

     

    
      Notwithstanding
this deferral election, whenever the Company pays cash dividends to its
shareholders, you elect with respect to any DSUs credited pursuant to this
Agreement –

       

    

    üto
receive an immediate cash payment equal to the product of the DSUs then credited
to your Account and the per Share dividend, or

     

    oto receive additional
DSU credits having a Fair Market Value equal to the cash that you would have
received if you had so elected above.

     

    2.           Crediting,
Vesting, and Distribution of Deferred Compensation.  With
respect to the Awards being deferred pursuant to our election in Section 1
above, the Company agrees to make DSU credits in accordance with Section 9 of
the Plan (subject to Section 1 above regarding the immediate payout of dividend
equivalents) and to follow your elections herein when distributing the Shares
credited to your Account.  By the execution hereof, you elect to have
your Account distributed to you in whole Shares (with one Share paid for each
DSU and with cash being paid in lieu of fractional Shares), upon the
earliest of the events
checked below:

     

    
      	
              Event

            	
              Form
      of Distribution

            	
              Time
      of Distribution

            
	
               

              ü
    Death

            	
               

              üOne
      lump sum distribution.

               

               ̈Substantially
      equal annual payments over a period of ___ years (up to 10).

               

            	
               

              üAs
      soon as practicable.

               

               ̈The next January
      1st.

               

               ̈Other:____________.

            
	
               

              ü
      Disability

            	
               

              üOne
      lump sum distribution.

               

               ̈Substantially
      equal annual payments over a period of ___ years (up to 10).

               

            	
               

              üAs
      soon as practicable.

               

               ̈The next January
      1st.

               

               ̈Other:____________.

            
	
               

              üOther Separation
      from Service

            	
               

              üOne
      lump sum distribution.

               

               ̈Substantially
      equal annual payments over a period of ___ years (up to 10).

               

            	
               

              üAs
      soon as practicable.

               

               ̈The next January
      1st.

               

               ̈Other:____________.

            
	
               

              ü Change in
      Control

            	
               

              üOne
      lump sum distribution.

               

               ̈Substantially
      equal annual payments over a period of ___ years (up to 10).

               

            	
               

              üAs
      soon as practicable.

               

               ̈The next January
      1st.

               

               ̈Other:____________.

            
	
               

              ü Specified
      Date

            	
               

              üOne
      lump sum distribution.

               

               ̈Substantially
      equal annual payments over a period of ___ years (up to 10).

               

            	
               

              Date:
      January 15, 2010.

            


    

    


     

    
      
        
        

      

      
        Page 2 of
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    3.           Taxes.  Except
to the extent otherwise specifically provided in another document establishing
contractual rights for you, you acknowledge that, by signing this Deferral
Agreement, you shall be solely responsible for the satisfaction of any taxes
that may arise pursuant to this Award (including taxes arising under Sections
409A or 4999 of the Code), and that neither the Company, the Committee, nor any
administrator of the Plan shall have any obligation whatsoever to pay such taxes
or otherwise indemnify or hold you harmless from any or all of such
taxes.  The Committee shall nevertheless have the discretion
–

     

    
      	
               
      

            	
              a.

            	
              to
      condition any issuance of Shares on your satisfaction of applicable
      employment and withholding taxes;
and

            


    

     

    
      	
               
      

            	
              b.

            	
              to
      unilaterally interpret this Deferral Agreement and the Plan in any manner
      that (i) conforms with the requirements of Section 409A of the Code, (ii)
      that voids any election of yours to the extent it would violate Section
      409A of the Code, and (iii) for any distribution election that would or
      could violate Section 409A of the Code, that defers distributions pursuant
      to the Award until 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 of the Code and is elected by you,
      subject to any valid second election to defer, that the Committee permits
      in accordance with Section
409A(a)(4)(C).

            


    

     

    The
Committee shall have the sole discretion to interpret the requirements of the
Code, including Section 409A, for purposes of the Plan and this Deferral
Agreement.

     

    4.           Designation
of Death Beneficiary.  Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Deferral
Agreement, you may expressly designate a death beneficiary (the “Death Beneficiary”)
to your rights and interest under this Deferral Agreement.  You may
only designate your Death Beneficiary by completing and executing a designation
of death beneficiary agreement substantially in the form attached hereto as
Exhibit C (“Designation of Death
Beneficiary”) and delivering an executed copy of the Designation of Death
Beneficiary to the Company.  In the absence of a valid Designation of
Death Beneficiary by you, your estate will be treated as your beneficiary for
all Plan purposes.

     

    5.           Restrictions
on Transfer of Award.  This Deferral Agreement may not be sold,
pledged, or otherwise transferred without the prior written consent of the
Committee.

     

    6.           Notices.  Any
notice or communication required or permitted by any provision of this Deferral
Agreement to be given to you shall be in writing and shall be delivered
electronically, personally, or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records.  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
Deferral Agreement.  Any such notice shall be deemed to be given as of
the date such notice is personally delivered or properly mailed.

     

    7.           Binding
Effect.  Except as otherwise provided in this Deferral
Agreement or in the Plan, every covenant, term, and provision of this Deferral
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legatees, legal representatives, successors, transferees,
and assigns.

     

    
      
        
        

      

      
        Page 3 of
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    8.          
  Modifications.  This
Deferral Agreement may be modified or amended at any time, in accordance with
Section 15 of the Plan and provided that (a) you must consent in writing to any
modification that adversely and materially affects your rights or obligations
under this Deferral Agreement (with such an affect being presumed to arise from
a modification that would trigger a violation of Section 409A of the Code) and
(b) the elections made in Section 1 hereof apply to the entire value of your
account, and any subsequent election to change the time and/or form of payment:
(i) will not be effective for at least 12 months; (ii) must be made at least
five years later than the original payment date (except with respect to payment
as a result of death, disability or unforeseeable emergency); and (iii) may only
be changed at least one year in advance of the earliest date on which payments
would otherwise commence pursuant to Section 2 hereof.  Any subsequent
changes must also conform with the requirements set forth in Section 9 of the
Plan.

     

    9.         
   Headings.  Section
and other headings contained in this Deferral Agreement are for reference
purposes only and are not intended to describe, interpret, define or limit the
scope or intent of this Deferral Agreement or any provision hereof.

     

    10.           Severability.  Every
provision of this Deferral Agreement and of the Plan is intended to be
severable.  If any term hereof is illegal or invalid for any reason,
such illegality or invalidity shall not affect the validity or legality of the
remaining terms of this Deferral Agreement.

     

    11.           Counterparts.  This
Deferral Agreement 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 one and the same
instrument.

     

    12.           Plan
Governs.  By signing this Deferral Agreement, you acknowledge
that you have received a copy of the Plan and that your Deferral Agreement is
subject to all the provisions contained in the Plan, the provisions of which are
made a part of this Deferral 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 Deferral Agreement and those of the
Plan, the provisions of the Plan shall control.

     

    13.           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 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.

     

    14.           Not a
Contract of Employment.  By executing this Deferral Agreement
you acknowledge and agree that nothing in this Deferral Agreement 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 the Company would not have
executed this Deferral Agreement but for these acknowledgements and
agreements.

     

    
      
        
        

      

      
        Page 4 of
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    15.           Governing
Law.  The laws of the State of New York shall govern the
validity of this Deferral Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties hereto.

     

    BY YOUR SIGNATURE BELOW, along
with the signature of the Company’s representative, you and the Company agree
that, effective on the date on which both parties below have executed this
Deferral Agreement, this Deferral Agreement is being made under and governed by
the terms and conditions of this agreement and the Plan, and that all Awards
specified in Section 1 above shall become completely null and void upon
crediting to you of DSUs pursuant to Section 9 of the Plan and the terms of this
Deferral Agreement.

     

     

    
      	
              Date:  December
      24, 2007

            	
              CAPITAL
      TRUST, INC.

            


    

     

    By:  /s/ Geoffrey G.
Jervis

    Name:   Geoffrey
G. Jervis

    Title:     Chief
Financial Officer

     

    
      	
              Date:  December
      24, 2007

            	
              PARTICIPANT

            


    

     

    By:  /s/ John R.
Klopp

    Name:  
John R. Klopp

    Title:    
Chief Executive Officer

     

    
      
        
        

      

      
        Page 5 of
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    EXHIBIT
A

    


    


    CAPITAL
TRUST, INC.

    AMENDED
AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

    2007
LONG-TERM INCENTIVE PLAN

    


    _______________________________

    


    Plan
Documents

    _______________________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
B

    


    


    CAPITAL
TRUST, INC.

    AMENDED
AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

    2007
LONG-TERM INCENTIVE PLAN

    _______________________________

    


    Plan
Prospectuses

    _______________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
C

    


    


    CAPITAL
TRUST, INC.

    AMENDED
AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

    2007
LONG-TERM INCENTIVE PLAN

    


    Designation of Death
Beneficiary

    


    In the
event of my death, I hereby designate the following person to be my beneficiary
for the Award(s) (within the meaning of the Capital Trust, Inc. Amended and
Restated 2004 Long-Term Incentive Plan and the Capital Trust, Inc. 2007
Long-Term Incentive Plan) identified below:

    


    
      	
              Name
      of Beneficiary:

            	 
      	
               Karen
      Klopp

            
	
              Address:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Social
      Security No.:

            	 
      	 
      


    

    


    This
beneficiary designation of mine relates to any and all of my rights under the
following Award or Awards:

    


    
      	
              Plan

            	
              Awards
      Deferred

            
	
               

              2004
      Plan

            	
               

               ̈Restricted Shares
      awarded to me on or before _______ pursuant to the 2004 Plan.

               

               ̈Performance Unit
      Awards awarded to me on or before _______ pursuant to the 2004
      Plan

               

            
	
               

              2007
      Plan

            	
               

               ̈Restricted Shares
      awarded to me on or before ________ pursuant to the 2007
Plan.

               

               ̈Performance Unit
      Awards awarded to me on or before ________ pursuant to the 2007
      Plan.

               

            


    

    


    


    I
understand that this beneficiary designation operates to entitle the above-named
beneficiary to succeed, in the event of my death, to any and all of my rights
under the Award(s) designated above, and shall be effective from the date this
form is delivered to the Company until such date as I revoke this
designation.  A revocation shall occur only if I deliver to an
executive officer of the Company either (i) a written revocation of this
designation that is signed by me and notarized, or (ii) a designation of death
beneficiary, in the form set forth herein, that is executed and notarized on a
later date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Date:

               

            	 
      	____________________________________
	
              Your
      Signature:

               

            	 
      	____________________________________ 
      
	
              Your
      Name (printed):

               

            	 
      	
              _______________________________

            


    

    


    


    Witnessed
this ____ day of ____________, 200_

    


    Signature:
______________________________

    


    Printed
Named: __________________________