Unassociated Document



  
    Exhibit
      10.6

     

    CAPITAL
      TRUST, INC.

    AMENDED
      AND RESTATED 2004 LONG-TERM INCENTIVE PLAN

    ______________________________

    


    2007
      Amendment

    ______________________________

    


    WHEREAS,
      Capital Trust, Inc. (the “Company”) maintains the Capital Trust, Inc. Amended
      and Restated 2004 Long-Term Incentive Plan (the “2004 Plan”), and Section 17 of
      the 2004 Plan permits the Board of Directors (the “Board”) to amend the 2004
      Plan, subject to applicable law, including shareholder approval under certain
      circumstances that the present amendment does not implicate;

     

    WHEREAS,
      Section 8(g) of the 2004 Plan
      limits the period participants in the 2004 Plan may elect to defer restricted
      shares or restricted shares units; and

     

    WHEREAS,
      the Board wishes to amend
      Section 8(g) to give the 2004 Plan’s administrative committee (the “Committee”)
      the discretion to determine when participants may elect to defer restricted
      shares or restricted shares units;

     

    WHEREAS,
      the Board wishes to amend the
      2004 Plan to add Section 10(e) to the 2004 Plan give participants the right
      to
      defer cash and share based performance unit awards.

     

    NOW
      THEREFORE BE IT RESOLVED that
      Section 8(g) of the 2004 Plan is amended and restated to read as
      follows:

     

    8(g)                
      Deferral
      Elections.  Subject to Section 11(e) below, at any time within
      the calendar year in which a Participant who is a member of a “select group of
      management or highly compensated employees” (within the meaning of ERISA)
      receives an Award of either Restricted Shares or Restricted Share Units (or
      such
      shorter or longer period that the Committee selects in its sole discretion),
      the
      Committee may permit the Participant to irrevocably elect, on a form provided
      by
      and acceptable to the Committee, to defer the receipt of all or a percentage
      of
      the Shares that would otherwise be transferred to the Participant upon the
      vesting of such Award (with or without any deferral of any associated unpaid
      dividends and interest thereon).  If the Participant makes this
      election, the Shares subject to the election, and any associated unpaid
      dividends and interest thereon elected to be deferred, shall be credited as
      Deferred Share Units (as defined below) to an Account (as defined below)
      established pursuant to Section 9 hereof on the date such cash or Shares would
      otherwise have been released or issued to the Participant pursuant to Section
      8(d) above.  Notwithstanding the foregoing, the Shares with respect to
      which a Participant makes a Section 83(b) Election shall not be eligible for
      deferral pursuant to Section 9 below.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BE
      IT RESOLVED that Section 10 is
      amended to add Section 10(e) to read as follows:

     

     10(e)                
      Deferral Elections. At
      any time prior to the date that is at least six months before the close of
      a
      Performance Period (or shorter or longer period that the Committee selects)
      with
      respect to either a cash or Shares based Performance Compensation Award, the
      Committee may permit a Participant who is a member of a “select group of
      management or highly compensated employees” (within the meaning of ERISA) to
      irrevocably elect, on a form provided by and acceptable to the Committee, to
      defer the receipt of all or a percentage of the cash or Shares that would
      otherwise be transferred to the Participant upon the vesting of such
      Award.  If the Participant makes this election, the cash or Shares
      subject to the election, and any associated interest and dividends elected
      to be
      deferred, shall be credited to an account established pursuant to Section 9
      hereof on the date such cash or Shares would otherwise have been released or
      issued to the Participant pursuant to Section 10(a) or Section 10(b)
      above.

     

    Nothing
      herein shall be held to alter, vary or otherwise affect the terms or conditions
      of the 2004 Plan, except as stated above.

     

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

     

    WHEREFORE,
      on this 24th day of December
      2007, the Company hereby executes this 2007 Amendment to the 2004
      Plan.

     

    CAPITAL
      TRUST, INC. 

     

    By
/s/
      Geoffrey G.
      Jervis

     

    Its
Chief
      Financial
      Officer