caretprofitsinterestawar






                  CARET PERFORMANCE INCENTIVE PLAN                     PROFITS INTEREST AWARD AGREEMENT         This Profits Interest Award Agreement (this “Agreement”), is made on this ___ day of  _________, 20__ (hereinafter referred to as the “Date of Grant”), among CARET Ventures LLC,  a Delaware limited liability company (“CARET Issuer”), Safehold Inc. (the “Company”),  Safehold Operating Partnership LP (the "Partnership"), CARET Management Holdings LLC  (“Management LLC”), and ________________ (the “Participant”).                                  R E C I T A L S:         WHEREAS,  CARET  Issuer  has  adopted  the  CARET  Performance  Incentive  Plan  (the  “Plan”), a copy of which is attached hereto as Exhibit A, which Plan is incorporated herein by  reference and made a part of this Agreement (capitalized terms used but not otherwise defined in  this Agreement shall have the meanings set forth in the Plan or the Limited Liability Company  Agreement  of  CARET  Management  Holdings  LLC  dated  as  of  August  16,  2018  (“LLC  Agreement”, a copy of which is attached hereto as Exhibit B), as applicable);         WHEREAS,  the  purpose  of  the  Plan  is  to  assist  the  Company  in  attracting,  retaining,  motivating,  and  rewarding  certain  officers,  directors,  employees  and  consultants  of  the  Company,  its  subsidiaries  and  their  respective  Affiliates,  including  SFTY  Manager  LLC  (the  "Manager") and its managers, members, officers and key employees, and promoting the creation  of  long-term  value  for  stockholders  of  the  Company  by  closely  aligning  the  interests  of  such  individuals with those of such stockholders;          WHEREAS,  CARET  Issuer  has  issued  to  the  Partnership  certain  equity  ownership  interests  denominated  as  “CARET  Units”  (“CARET  Units”)  under  the  Limited  Liability  Agreement  of  CARET  Issuer  (“CARET  LLC  Agreement”),  which  the  Partnership  in  turn  has  contributed to Management LLC;         WHEREAS,  the  Participant  is  employed  by  or  otherwise  provides  services  to  the  Company, including without limitation the Partnership, Manager, iStar Inc. (the parent company  of Manager), CARET Issuer, and/or an Affiliate of any of the foregoing for the benefit of the  Company; and         WHEREAS, the Managing Member of CARET Issuer, and the board of directors of the  Company, or a committee thereof, has determined that it would be in the best interests of the  Company and its Affiliates to cause Profits Interests in Management LLC (“Management Profits  Interests”) to be granted to the Participant pursuant to the Plan and the terms and conditions set  forth herein.         NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the  parties hereto agree as follows:                 





 






            1.    Grant of Management Profits Interests.                 (a)   Management Profits Interests.  Subject to the terms and conditions of the        Plan and this Agreement, Management LLC hereby grants to the Participant an award of        Management  Profits  Interests  (the  “Granted  Interests”)  in  the  amount  set  forth  below,        subject to adjustment as provided in the Plan, this Agreement or the LLC Agreement.                    Amount of Management    Percentage of Total Authorized                  Profits Interest Granted Management Profits Interests                        ______                    ______%         The Granted Interests are non-voting, but have certain limited consent rights as set forth        in the LLC Agreement.                (b)   Distributions.  Distributions in respect of the Granted Interests that have        become  vested  in  accordance  with  this  Agreement  shall  be  made  to  the  Participant  in        accordance with the provisions of this Agreement and the LLC Agreement.               (c)   Approval  of  Company  Stockholders.  Notwithstanding  anything  to  the        contrary  contained  herein,  the  award  of  the  Granted  Interests  being  made  hereby  is        conditioned,  in  its entirety,  on  the  approval  of  the  Plan  by  the  stockholders  of  the        Company.  The Company  shall present  the Plan  to  its  stockholders for approval  on or        before December 31, 2019.  If such stockholder approval has not been obtained by such        date, this Agreement and the award of the Granted Interests shall automatically terminate,        with no liability of either party hereto, other than liability for a breach of this Agreement        by either party occurring prior to such termination.               2.    Vesting.  The Granted Interests shall vest in accordance with the vesting  schedules set forth on Exhibit C attached hereto.               3.    Effect  of Termination  of  Employment.   The  treatment  of  a  Participant’s  Granted Interests upon termination of employment shall be as set forth below:               (a)   if  Participant  is  terminated  for  Cause  or  resigns  voluntarily,  all  Granted        Interests  that  have  not  vested  as  of  the  date  of  termination  or  resignation  shall  be        automatically forfeited;               (b)   if  Participant is  terminated  without  Cause  or  as  a  result  of  death  or        Disability, all Granted Interests shall continue to vest in accordance with Exhibit C.               4.    Rights as Holder of Management Profits  Interests.  The Participant shall  be the record owner of the Granted Interests, subject to the vesting provisions set forth herein,  unless and until such Granted Interests are forfeited pursuant to Section 3 hereof or transferred in  accordance with Section 7 hereof and the LLC Agreement, and as record owner shall be entitled  to all rights of a holder of Management Profits Interests of Management LLC as provided in this  Agreement, the Plan and the LLC Agreement.  





 






            5.    Repurchase  Upon  Change  in  Control;  Appointment  of  Holders  Representative.                 (a)   The provisions of the Plan regarding the Company’s right  to  repurchase  CARET  Units  upon  a  Change  in  Control  shall  apply  to  the  Granted  Interests  and  underlying  CARET Units.               (b)   The  Participant  hereby  agrees  that  if  the  Participant  elects  to  be  a  Disputing  Holder,  as  such  term  is  defined  in  the  Plan,  with  respect  a  determination  by  the  Company of the Fair Market Value of Granter Interests or CARET Units in connection with a  repurchase by the Company of Granted Interests or CARET Units upon a Change in Control, as  set forth in the Plan, the Participant hereby irrevocably designates Jay Sugarman as the "Holders  Representative" under the Plan, with the full power and authority to exercise the rights and duties  of the Holders Representative under the Plan on behalf of the Participant; provided, however,  that  the  foregoing  designation  shall  have  no  effect  if  Mr.  Sugarman  (or  his  representative)  notifies  the  Participant  that  Mr.  Sugarman  is  unable  or  unwilling  to  serve  as  the  Holders  Representative, in which case the Participant, together with the other Disputing Holders, shall  select an alternative Holders Representative by action of a majority of the Disputing Holders, as  contemplated  by  the  Plan.   The  Participant  hereby  agrees  that  Mr.  Sugarman  shall  have  no  liability  to  the  Participant  for  any  action  or  failure  to  act  in  his  capacity  as  the  Holders  Representative.                 6.    Representations of the Participant.  The Participant hereby represents and  warrants as follows:               (a)   Understanding  the  Investment  Risks  of  the Granted  Interests.   The        Participant understands that:                      i.   The  Granted  Interests  represent  a  highly  speculative  investment,                          and there can be no assurance as to the success of CARET Issuer                          in its business;                      ii.  The Granted Interests cannot be transferred except in very limited                          circumstances  in  accordance  with  the  provisions  of  the  LLC                          Agreement,  and  at  present,  no  market  for  the  Granted  Interests                          exists  and  it  is  not  anticipated  that  a  market  for  the  Granted                          Interests will develop in the future;                      iii.  The Granted Interests may be worthless; and                     iv.   Ownership of the Granted Interests may result in taxable income to                          the  Participant  without  a  corresponding  cash  or  in-kind                          distribution.               (b)   Understanding of the Nature of the Granted Interests and CARET Units.         The Participant understands and agrees that:  





 






  i.   Neither  the  Granted  Interests  nor  the  CARET  Units  held  by         Management  LLC  will  be  registered  under  the  Securities  Act  of         1933  and  the  rules  and  regulations  promulgated  thereunder  (the         “Securities Act”), or any applicable state securities laws and, they         are being issued in reliance upon certain exemptions contained in         the  Securities  Act  and  applicable  state  securities  laws,  and  the         representations and warranties of the Participant contained herein         are  essential  to  any  claim  of  exemption  by CARET Issuer  under         the Securities Act and such state laws;     ii.  The Granted Interests and CARET Units are “restricted securities”         as  that  term  is  defined  in  Rule  144  promulgated  under  the         Securities Act;    iii.  The Participant may not sell, transfer, assign, pledge or otherwise         dispose  of  or  encumber  the  Granted  Interests  or  CARET  Units         except as allowed under the provisions of the LLC Agreement and         the Plan;    iv.   Only CARET  Issuer  can  register  the  CARET  Units  under  the         Securities  Act  and  applicable  state  securities  laws,  but  it  is  not         anticipated that the CARET Units will be registered in any event;     v.   CARET Issuer has not made any representations to the Participant         that CARET Issuer  will  register  the  CARET  Units  under  the         Securities  Act  or  any  applicable  state  securities  laws,  or  any         representations  with  respect  to  compliance  with  any  exemption         therefrom;     vi.   The  Participant is  aware  of  the  conditions  restricting  the  sale  or         transfer of the Granted Interests under the LLC Agreement and the         CARET Units under the CARET  LLC Agreement,  the Securities         Act and applicable state securities laws;    vii.  CARET  Issuer  may,  from  time  to  time,  make  “stop  transfer”         notations  in  its  transfer  record  to  ensure  compliance  with  the         Securities  Act  and  any  applicable  state  securities  laws,  and  any         additional restrictions imposed by state securities administrators;   viii.  The CARET Units may be tokenized in accordance with the terms         of the CARET LLC Agreement, without the consent of Participant;    ix.   At the time and as a condition of delivery of documents evidencing         the Granted Interests, the Participant will be deemed to have made         all  the  representations  and  warranties  contained  in  this  Section 6         with respect to such Granted Interests as a condition of the delivery         of such Granted Interests by Management LLC.   





 






             (c)  Noncontravention.  The execution and the delivery of this Agreement by        the Participant, or the performance of the Participant’s obligations under this Agreement,        does  not  violate  any  constitution,  statute,  regulation,  rule,  injunction,  judgment,  order,        decree,  ruling,  charge  or  other  restriction  of  any  government,  governmental  agency  or        court to which the Participant is subject or conflict with, result in a breach of, constitute a        default  under,  result  in  the  acceleration  of,  create  in  any  party  the  right  to  accelerate,        terminate, modify or cancel  or require any notice under (with or without the giving of        notice  or  the  lapse  of  time)  its  organizational  documents  or  any  agreement,  contract,        lease, license, instrument or other arrangement to which the Participant is a party or by        which it is bound or to which any of its assets is subject.                 7.    Transferability.  The  Participant  may  transfer,  directly  or  indirectly,  any  Granted Unit only in accordance with the terms set forth in the LLC Agreement and the terms of  the Plan.  Any purported assignment, transfer or grant by the Participant, directly or indirectly, of  any Granted Unit in contravention of the LLC Agreement, the CARET LLC Agreement, the Plan  or this Agreement shall be null and void ab initio.               8.    Restrictive Covenants               (a)   Participant acknowledges and recognizes the highly competitive nature of        the  businesses  of the  Company  and  accordingly  agrees,  in  Participant’s  capacity  as  an        investor and equity holder in the Company and its Affiliates to the restrictive covenants        contained  in Exhibit  D to  this  Agreement  and  incorporated  herein  by  reference.         Participant acknowledges and agrees that the Company’s remedies at law for an actual or        threatened  breach  of  any  of  the  provisions  of Exhibit  D would  be  inadequate  and  the        Company  would  suffer  irreparable  damages  as  a  result  of  such  breach  or  threatened        breach.              (b)   The Participant agrees and hereby acknowledges that (i) the provisions of        this Section 8, including Exhibit D,  and Section 11 (Confidentiality) of this Agreement        do not impose a greater restraint than is necessary to protect the Confidential Information        (as defined in Section 11), goodwill or other business interests of the Company and its        Affiliates,  (ii)  such  provisions  contain  reasonable  limitations  as  to  time  and  scope  of        activity to be restrained, (iii) such provisions are not harmful to the general public, (iv)        such provisions are not unduly burdensome to the Participant, and (v) the consideration        provided  hereunder  is  sufficient  to  compensate  the  Participant  for  the  restrictions        contained in such provisions.              (c)   The Participant acknowledges that each of the covenants in this Section 8,        including Exhibit  D,  has  a  unique,  very  substantial  and  immeasurable  value  to  the        Company and its Affiliates, that the Participant has sufficient assets and skills to provide        a livelihood while such covenants remain in force and that, as a result of the foregoing, in        the event that the Participant breaches such covenants, monetary damages would be an        insufficient remedy for the Company and equitable enforcement of the covenant would        be proper.  Participant agrees that, in the event of such a breach or threatened breach by        Participant  and  in  addition  to  any  remedies  at  law,  the  Company,  without  posting  any        bond or other security, shall be entitled to cease making any payments or providing any        benefit otherwise required by this Agreement and obtain equitable relief in the form of  





 






      specific performance, temporary restraining order, temporary or permanent injunction or        any  other  equitable  remedy  which  may  then  be  available,  without  the  necessity  of        showing  actual  monetary  damages  or  the  posting  of  a  bond  or  other  security.  If,        notwithstanding this provision, a court finds a bond is required, the parties agree that One        Thousand Dollars ($1,000.00) is adequate for any bond that need be posted.              (d)   The Participant and the Company further agree that, in the event that any        provision of this Section 8, including Exhibit D, is determined by any court of competent        jurisdiction to be unenforceable by reason of its being extended over too great a time, too        large a geographic area or too great a range of activities, that provision will be deemed to        be modified to permit its enforcement to the maximum extent permitted by law.                 (e)   The  Participant  acknowledges  and  agrees  that  (i)  the  Participant  has        received  substantial  consideration  in  connection  with  the  transactions  resulting  in  the        Participant receiving the Granted Interests and (ii) the covenants set forth in this Section        8,  including Exhibit  D, and  in  Section  11 (Confidentiality) of  this  Agreement,  are        necessary  for  the  protection  and  preservation  of  the  value and  the  goodwill  of  the        Business  and  to  protect  the  Company’s  confidential  information  or  trade  secrets  and        agrees that such covenants are reasonable and valid in geographical and temporal scope        and in all other respects.               9.    Clawback.   In  the  event  the  Board  of  Directors  of  the  Company  determines  that  the  Participant  has  engaged  in  fraud,  willful  misconduct  or  a  violation  of  Company policy that (a) caused or otherwise contributed materially to the need for a material  restatement  or  adjustment  of  the  Company’s  financial  results  within  two  (2)  years  after  the  period  presented,  or  (b)  caused  or  otherwise  contributed  materially  to  a  material  negative  revision of a financial or operating measure on the basis of which incentive compensation was  awarded or paid to such covered executive, the Company’s Board of Directors will review the  award  of  Granted  Interests  pursuant  to  this  Agreement  and  all  other  performance-based  compensation awarded to or earned by the Participant during fiscal periods materially affected  by  the  restatement  or  adjustment  or  negative  revision.  For  this  purpose,  “performance-based  compensation”  includes  annual  cash  incentive  bonus  awards  and  all  forms  of  equity-based  incentive  compensation.  If  the  Board  of  Directors  determines  that  the  performance-based  compensation would have been materially lower if it had been based on the restated, adjusted or  revised results, the Board of Directors may, to the extent permitted by applicable law, require the  Participant  to  forfeit  and  repay  to  the  Company  of  any  portion  of  such  performance-based  compensation as it deems appropriate after a review of all relevant facts and circumstances.               10.   Section 83(b) Election.  As a condition subsequent to the issuance of the  Granted Interests pursuant to this Agreement, the Participant shall execute and deliver to CARET  Issuer and the Internal Revenue Service (the “IRS”) no later than the thirty (30) days following  the Date of Grant, a valid election under Section 83(b) of the Code (the “83(b) Election”), in the  form  attached  hereto  as Exhibit  E.   The  Participant  understands  that  under  Section  83  of  the  Code, regulations promulgated thereunder, and certain IRS administrative announcements in the  absence of an effective election under Section 83(b) of the Code, the excess of the fair market  value of the Granted Interests on the date on which any forfeiture restrictions applicable to such  Granted  Interests  lapse  over  the  price  paid  for  the  Granted  Interests  (which  is  $0)  may  be  





 






reportable as ordinary income at that time.  For this purpose, the term “forfeiture restrictions”  means  the  restrictions  on  transferability  and  the  vesting  conditions  imposed  under  this  Agreement.  The Participant understands that (a) in making the 83(b) Election, the Participant  may  be  taxed  at  the  time  the  Granted  Interests  are  acquired  hereunder  to  the  extent  the  fair  market value of the Granted Interests exceeds the purchase price for such Granted Interests and  (b) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) days  after the Date of Grant.  The Participant hereby acknowledges that (i) the foregoing description  of  the  tax  consequences  is  not  intended  to  be  a  complete  analysis  of  all  possible  tax  consequences of the Granted Interests and, among other things, does not address state, local  or foreign income and other tax consequences or all tax considerations that might be relevant  to the Participant in light of his or her circumstances or if he or she is subject to special tax  rules,  (ii)  neither  Management  LLC  nor CARET Issuer  has  provided,  and  hereby  is  not  providing, the Participant with legal or tax advice, and has urged the Participant to consult his  or her own tax advisor with respect to the taxation consequences of the Granted Interests and  (iii) CARET Issuer has not advised the Participant to rely on any determination by it or its  representatives  as  to  the  fair  market  value  specified  in  the  83(b)  Election  and  will  have  no  liability to the Participant if the actual fair market value of the Granted Interests on the Date  of Grant exceeds the amount specified in the 83(b) Election.               11.   Confidentiality.   The  Participant  acknowledges  that,  in  connection  with  the  Participant’s  employment,  the  Participant  has  acquired  or  had  access  to  non-public  information that the Company treats as proprietary or confidential, including, without limitation,  information relating to the Company’s business, operations, assets, investments, strategic plans,  customers and borrowers (“Confidential Information”).  The Participant agrees to maintain the  confidentiality  of  such  Confidential  Information  and  not  disclose  or  make  such  Confidential  Information  available  to  any  third  party,  without  the  prior  consent  of  the  Company.   This  provision  shall  not  apply  to  information  which  is  or  becomes  publicly  known  other  than  as  a  result of disclosure by the Participant, or which was or is learned by the Participant from a third  party  entitled  to  disclose  it,  or  which  the  Participant  is  required  to  disclose  by  court  order  or  order of a regulatory authority or by compulsory subpoena. Nothing in this Agreement prohibits  Participant from  reporting  an event  that Participant  reasonably  and in  good faith believes  is  a  violation of law to the relevant law-enforcement agency (such as the Securities and Exchange  Commission or Department of Labor), requires notice to or approval from the Company before  doing  so,  or  prohibits  Participant  from  cooperating  in  an  investigation  conducted  by  such  a  government agency.  This may include a disclosure of trade secret information provided that it  must  comply  with  the  restrictions  in  the  Defend  Trade  Secrets  Act  of  2016  (“DTSA”).   The  DTSA provides that no individual will be held criminally or civilly liable under Federal or State  trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal,  State,  or  local  government  official,  either  directly  or  indirectly,  or  to  an  attorney;  and  made  solely for the purpose of reporting or investigating a suspected violation of law; or, (ii) is made  in a complaint or other document if such filing is under seal so that it is not made public. Also,  an  individual  who  pursues  a  lawsuit  for  retaliation  by  an  employer  for  reporting  a  suspected  violation of the law may disclose the trade secret to the attorney of the individual and use the  trade secret information in the court proceeding, if the individual files any document containing  the trade secret under seal, and does not disclose the trade secret, except as permitted by court  order.    





 






            12.   Becoming a Member of CARET Issuer.  As a condition precedent to the  issuance of the Granted Interests pursuant to this Agreement, the Participant shall execute and  deliver  to  Management  LLC  a  joinder  to  the  LLC  Agreement  in  the  form  attached  hereto  as  Exhibit  F,  together with  such  other  documents  as  Management  LLC  may  require,  evidencing  such the Participant’s agreement to be admitted as a limited member of Management LLC and to  be bound by and to adhere to the terms of the LLC Agreement.               13.   LLC  Agreement.   Neither  the  adoption  of  the  Plan  nor  the  grant  of  the  Granted  Interests  shall  restrict  in  any  way  the  adoption  of  any  amendment  to  the  LLC  Agreement.               14.   Notices.  Any notice necessary under this Agreement shall be addressed to  Management LLC at its principal executive office and to the Participant at the address appearing  in the personnel records of Management LLC (or one of its Affiliates) for the Participant or to  either party at such other address as either party hereto may hereafter designate in writing to the  other.  Any such notice shall be deemed effective upon receipt thereof by the addressee.               15.   Incorporation  of  the  Plan  and  LLC  Agreement.   By  entering  into  this  Agreement,  the  Participant  agrees  and  acknowledges  that  (a)  the  Participant  has  received  and  read a copy of the Plan and the LLC Agreement and (b) the Granted Interests are subject to the  Plan and the LLC Agreement, the terms and provisions of which Plan and LLC Agreement are  hereby  incorporated  herein  by  reference.   In  the  event  of  a  conflict  between  any  term  or  provision  contained  herein  and  a  term  or  provision  of  the  Plan,  the  applicable  terms  and  provisions of the Plan will govern and prevail.  In the event of a conflict between any term or  provision  contained  herein  or  the  Plan  and  a  term  or  provision  of  the  LLC  Agreement,  the  applicable terms and provisions of the LLC Agreement will govern and prevail.                16.   Certain Specific Acknowledgements.  Without limiting the provisions of  Section 13, the Participant acknowledges that the Granted Interests are subject to the Plan and  LLC  Agreement  provisions  under  which  (a)  in  certain  circumstances, an  adjustment may  be  made to  the  number  of  Granted  Interests,  and  (b)  the  Company,  the  Partnership  and CARET  Management have full discretion to interpret and administer the Plan, the LLC Agreement and  this Agreement, and its judgments are final, conclusive and binding.                17.   No Right to Continued Service.  Neither the Plan nor this Agreement shall  be construed as giving the Participant the right to be retained in the employ of, or in any other  continuing relationship with, CARET Issuer, the Manager or any of their respective Affiliates.               18.   Tax Withholding.  The Participant shall be required to pay to Management  LLC or the applicable Affiliate, and Management LLC and its Affiliates shall have the right and  are hereby authorized to withhold from any payment due or transfer made under this Agreement,  under the Plan or from any other amount owing to a Participant (including in connection with  any transfers), the amount (in cash, securities or other property) of any applicable Federal, state,  local  or  foreign  withholding  taxes  in  respect  of  an  Granted  Unit,  or  any  payment  or  transfer  under this Agreement or the Plan.  Management LLC and its Affiliates shall have the right and  are  hereby  authorized  to  take  such  other  action  as  may  be  necessary  in  the  opinion  of  the  Management  LLC to  satisfy  all  obligations  for  the  payment  of  such  withholding  taxes.  





 






Management LLC acknowledges that, absent a change in applicable law, the Participant intends  to value the Granted Interests using the “liquidation value” of such Granted Interests, and that  consistent  with  the  intention  of  the  Granted  Interests  to  constitute  a  “profits  interest,”  the  Participant intends the value of the Granted Interests to be $0 upon grant.  Management LLC and  its Affiliates agree to withhold taxes in a manner consistent with this treatment unless otherwise  required by applicable Law.               19.   Severability.  If any provision of this Agreement is, becomes or is deemed  to  be invalid,  illegal  or  unenforceable  in  any  jurisdiction  or  as  to  any  Person  or  the  Granted  Interests,  or  would  disqualify  the  Granted  Interests  under  any  law  deemed  applicable  by  Management  LLC,  such  provision  shall  be  construed  or  deemed  amended  to  conform to  the  applicable Laws, or if it cannot be construed or deemed amended without, in the determination  of Management LLC, materially altering the intent of this Agreement, such provision shall be  stricken  as  to  such  jurisdiction,  Person  or  the  Granted  Interests  and  the  remainder  of  this  Agreement and the Granted Interests shall remain in full force and effect.               20.   Governing Law; Disputes.                (a)   The validity, construction and effect of this Agreement and any rules and        regulations  relating  to  the  Plan  and  this Agreement  shall  be  determined  in  accordance        with  the  laws  of  the  state  of  New  York  applicable  to  agreements  made  and  to  be        performed entirely within such jurisdiction                (b)   Except  as  otherwise  specifically  provided  herein,  each  Participant  (as  a        condition of participation in the Plan and receipt of Granted Interests ) and Management        LLC each hereby irrevocably submits to the exclusive jurisdiction of the United States        District Court for the Southern District of New York (or, if subject matter jurisdiction in        that court is not available, in any state court located within the Borough of Manhattan,        New York) over any dispute arising out of or relating to the Plan and this Agreement.        Except  as  otherwise  specifically  provided  in  this  Section  20(b)  the  Participant and        CARET Issuer each undertake not to commence any suit, action or proceeding arising out        of or relating to the Plan and this Agreement in a forum other than a forum described in        this  Section  20(b);  provided,  however,  that  nothing  herein  shall  preclude Management        LLC from bringing any suit, action or proceeding in any other court for the purposes of        enforcing  the  provisions  of  this  Section  20(b)  or  enforcing  any  judgment  obtained  by        Management  LLC.  The  agreement  to  the  forum  described  in  Section  20(b)  above  is        independent  of  the  law  that  may  be  applied  in  any  suit,  action,  or  proceeding  and  the        Participant  and Management  LLC each  agree  to  such  forum  even  if  such  forum  may        under applicable law choose to apply non-forum law. The Participant and Management        LLC each hereby waive, to the fullest extent permitted by applicable law, any objection        which they now or hereafter have to personal jurisdiction or to the laying of venue of any        such suit, action or proceeding brought in an applicable court described in Section 20(b)        above, and agree that they shall not attempt to deny or defeat such personal jurisdiction        by  motion  or  other  request  for  leave  from  any  such  court.  The  Participant  and        Management  LLC each  agree  that,  to  the  fullest  extent  permitted  by  applicable law,  a        final  and  non-appealable  judgment  in  any  suit,  action  or  proceeding  brought  in  any  





 






      applicable court described in Section 20(b) above shall be conclusive and binding upon        the  parties  and  may  be  enforced  in  any  other  jurisdiction.  The  Participant  and        Management LLC each hereby waives, to the fullest extent permitted by applicable law,        any right it may have to a trial by jury in respect of any suit, action or proceeding arising        out of or relating to the Plan and this Agreement.                21.   Successors and Assigns.  This Agreement shall be binding upon, and inure  to the benefit of, the Company, its successors and assigns, and any person acquiring, whether by  merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s  assets and  business.  This  Agreement,  including  the  restrictions  on  Participant’s  activities  set  forth herein, also apply to any parent, subsidiary, affiliate, successor and assign of the Company  to  which  Participant  provides  services  or  about  which  Participant  receives  Confidential  Information.   The  Company  shall  have  the  right  to  assign  this  Agreement  at  its  sole  election  without the need for further notice to or consent by Participant.               22.   Survival,  All  Duties  Preserved. Nothing  in  this  Agreement  limits  or  reduces any common law or statutory duty the Participant owes to the Company, nor does this  Agreement  limit  or  eliminate  any  remedies  available  to  the  Company  for  a  violation  of  such  duties.  This Agreement will survive the expiration or termination of Participant’s employment  with the Company and/or any assignee hereunder and shall, likewise, continue to apply and be  valid notwithstanding any change in the Participant’s duties, responsibilities, position, or title.               23.   Signature in Counterparts.  This Agreement may be signed in counterparts,  each of which shall be an original, with the same effect as if the signatures thereto and hereto  were upon the same instrument.             [Remainder of Page Intentionally Left Blank; Signature Page Follows]  





 






      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date  first written above.                                             CARET Ventures LLC,                                            a Delaware limited liability company                                                                                        By: _____________________________                                             CARET Management Holdings LLC,                                             a Delaware limited liability company                                                                                        By: _____________________________                                                                                                                                    Safehold Operating Partnership LP,                                                                                                             a Delaware limited partnership                                                                                         By: _____________________________                                             Safehold Inc.,                                            a Maryland corporation                                                                                        By: _____________________________                                              Participant:                                              _________________________________                                            «Name»                                               





 






                                List of Exhibits  Exhibit A - CARET Performance Incentive Plan  Exhibit B - Limited Liability Company Agreement of CARET Management Holdings LLC dated  as of August 16, 2018  Exhibit C – Vesting of the Granted Interests  Exhibit D – Restrictive Covenants  Exhibit E – 83(b) Election For