EX-10.4






RAIT INVESTMENT TRUST




2005 EQUITY COMPENSATION PLAN




UNIT AWARD AGREEMENT




This UNIT AWARD AGREEMENT, dated as of      , 2005 (the “Date of Grant”), is
delivered by RAIT Investment Trust (“RAIT”), to      (the “Participant”).



RECITALS




A. The RAIT Investment Trust 2005 Equity Compensation Plan (the “Plan”) provides for the grant
of phantom units (“Units”), which represent the right to receive one or more common shares of
beneficial interest, par value $0.01, of RAIT (“Common Shares”), on a future redemption date.



B. The Compensation Committee of the Board of Trustees of RAIT (the “Committee”) has decided
to make a restricted Unit grant, subject to the terms and conditions set forth in this Unit Award
Agreement (the “Agreement”) and the Plan, as an inducement for the Participant to promote the best
interests of RAIT and its shareholders. The Participant may receive a copy of the Plan by
contacting      , at      .



NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:



1. Grant of Units. Subject to the terms and conditions set forth in this Agreement and the
Plan, RAIT hereby grants to the Participant      Units (the “Restricted Units”). The
Restricted Units will become vested in accordance with Paragraph 3 below and will be redeemed in
accordance with Paragraph 4 below.



2. Restricted Unit Account. RAIT shall establish and maintain a Restricted Unit account,
as a bookkeeping account on its records, (the “Account”) for the Participant and shall record in
such Account the number of Restricted Units granted to the Participant. The Participant shall not
have any interest in any fund or specific assets of RAIT by reason of this grant or the Account
established for the Participant.



3. Vesting.



[[For 7/19/2005 grants:] The Participant will become 100% vested in the Restricted Units awarded
pursuant to this grant on the Date of Grant (the “Vesting Date”).]



[(a) [For grants subsequent to 7/19/2005:]The Participant will become vested in the Restricted
Units awarded pursuant to this grant according to the following vesting schedule, provided the
Participant does not incur a termination of employment or service with the Company (as defined in
the Plan) prior to the applicable vesting date (the “Vesting Date”):



	 	 	 	 	 	 	 	 	 
	Vesting Date Percentage of Restricted Units Vesting
	First anniversary of Date of Grant
	 	 	25	%	 	 	 	 
	Second anniversary of Date of Grant
	 	 	 	 	 	 	25	%
	Third anniversary of Date of Grant
	 	 	25	%	 	 	 	 
	Fourth anniversary of Date of Grant
	 	 	25	%	 	 	 	 






The vesting of the Restricted Units is cumulative, but shall not exceed 100% of the Restricted
Units subject to this Agreement. If the foregoing vesting schedule would produce fractional
Restricted Units, the number of Restricted Units that are vested shall be rounded down to the
nearest whole Restricted Unit. The Participant’s Restricted Units shall become fully vested if the
Participant is employed by, or providing service to, the Company on the fourth anniversary of the
Date of Grant.



(b) If the Participant’s employment or service with the Company terminates for any reason
prior to the Participant vesting in any of the Restricted Units as provided in subparagraph (a),
the Restricted Units that are not vested as of the Participant’s termination of employment or
service shall terminate and the Participant shall not have any redemption rights with respect to
any of such unvested Restricted Units.]



4. Redemption. Unless an election is made pursuant to Paragraph 5 below, on the earliest
to occur of (i) the second anniversary of the applicable Vesting Date, (ii) the date of death of
the Participant, or (iii) the Participant becomes disabled (within the meaning of section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”)), (the “Redemption
Date”), RAIT shall redeem:



(1), in the case of clause (i) above, all of the Restricted Units for which it is the second
anniversary of the applicable Vesting Date; or



(2) in the case of clauses (ii) or (iii) above, all of the vested Restricted Units;



(the “Redeemed Units”) as provided in Paragraph 3, then credited to the Participant’s Account as of
such date. On the Redemption Date, all Redeemed Units will be converted to an equivalent number of
Common Shares, and the Participant shall receive a single sum distribution of such Common Shares,
which shall be issued under the Plan.



5. Deferrals. The Participant may make an irrevocable election to defer redemption of any
of the vested Restricted Units to a date that occurs after the applicable Redemption Date (the
“Deferred Date”) by completing the deferral election form provided to the Participant by the
Committee, in the form attached hereto as Exhibit A or as subsequently modified to comply with the
requirements of section 409A of the Code. Any such election shall be made in accordance with
section 409A of the Code and any corresponding guidance and regulations issued under section 409A
of the Code. In addition, as required by section 409A of the Code, the election shall not take
effect until at least twelve (12) months after the date on which the election is made, the Deferred
Date cannot be earlier than five (5) years from the Redemption Date, and the election must be made
no less than twelve (12) months prior to the date of the Redemption Date.



6. Dividend Equivalents. Until such time as the vested Restricted Units are redeemed, if
any dividends are declared with respect to the Common Shares, a cash payment will be paid to the
Participant by RAIT equal to the value of the dividend that would have been distributed if the
vested Restricted Units credited to the Participant’s Account at the time of the declaration of the
dividend were Common Shares. No dividend equivalents will be paid on Restricted Units that are not
vested, as provided in Paragraph 3 above, at the time the dividend is declared.



7. Change of Control. The provisions set forth in the Plan applicable to a Change of
Control (as defined in the Plan) shall apply to the Restricted Units, and, in the event of a Change
of Control, the Committee may take such actions as it deems appropriate in accordance with the
terms of the Plan.



8. Acknowledgment by Participant. By executing this Agreement, the Participant hereby
acknowledges that with respect to any right to redemption pursuant to this Agreement, the
Participant is and shall be an unsecured general creditor of RAIT without any preference as against
other unsecured general creditors of RAIT, and the Participant hereby covenants for himself or
herself, and anyone at any time claiming through or under the Participant not to claim any such
preference, and hereby disclaims and waives any such preference which may at any time be at issue,
to the fullest extent permitted by applicable law. The Participant also hereby agrees to be bound
by the terms and conditions of the Plan and this Agreement. The Participant further agrees to be
bound by the determinations and decisions of the Committee with respect to the Plan and the
Participant’s rights to benefits under the Plan, and agrees that all such determinations and
decisions of the Committee shall be binding on the Participant, his or her beneficiaries and any
other person having or claiming an interest under the Plan on behalf of the Participant.



9. Restrictions on Issuance or Transfer of Common Shares.



(a) The obligation of RAIT to deliver Common Shares upon the redemption of the Restricted
Units shall be subject to the condition that if at any time the Committee shall determine in its
discretion that the listing, registration or qualification of the Common Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of
Common Shares, the Common Shares may not be issued in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee. The issuance of Common Shares to the Participant
pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the
United States or of any state having jurisdiction thereof.



(b) The Participant agrees to be bound by RAIT’s policies regarding the transfer of the Common
Shares and understands that there may be certain times during the year in which the Participant
will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, or
encumbering Common Shares.



(c) As soon as reasonably practicable after the Redemption Date, or the Deferred Date, if
applicable, a certificate representing the Common Shares that are redeemed shall be issued to the
Participant.



10. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms
of which are incorporated herein by reference, and in all respects shall be interpreted in
accordance with the Plan. In the event of any contradiction, distinction or difference between
this Agreement and the terms of the Plan, the terms of the Plan will control. Except as otherwise
defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set
forth in the Plan. This grant is subject to the interpretations, regulations and determinations
concerning the Plan established from time to time by the Committee in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration, qualification or listing of
the Common Shares, (iii) changes in capitalization of RAIT, and (iv) other requirements of
applicable law. The Committee shall have the authority to interpret and construe this grant
pursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arising
hereunder and the Participant’s acceptance of this grant is the Participant’s agreement to be bound
by the interpretations and decisions of the Committee with respect to this grant and the Plan.



11. No Rights as Shareholder. The Participant shall not have any rights as a shareholder
of RAIT, including the right to any cash dividends (except as provided in Paragraph 6), or the
right to vote, with respect to any Restricted Units.



12. No Rights to Continued Employment or Service. This grant shall not confer upon the
Participant any right to be retained in the employment or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Participant’s employment or
service at any time. The right of the Company to terminate at will the Participant’s employment or
service at any time for any reason is specifically reserved.



13. Assignment and Transfers. No Restricted Units awarded to the Participant under this
Agreement may be transferred, assigned, pledged, or encumbered by the Participant and a Restricted
Unit shall be redeemed during the lifetime of the Participant only for the benefit of the
Participant. Any attempt to transfer, assign, pledge, or encumber the Restricted Unit by the
Participant shall be null, void and without effect. The rights and protections of RAIT hereunder
shall extend to any successors or assigns of RAIT. This Agreement may be assigned by RAIT without
the Participant’s consent.



14. Withholding. The Participant shall be required to pay to the Company, or make other
arrangements satisfactory to the Company to provide for the payment of, any federal, state, local
or other taxes that the Company is required to withhold with respect to the grant, vesting or
redemption of the Restricted Units. Subject to Committee approval, the Participant may elect to
satisfy any tax withholding obligation of the Company with respect to the Restricted Units by
having Common Shares withheld up to an amount that does not exceed the minimum applicable
withholding tax rate for federal (including FICA), state, local and other tax liabilities.



15. Effect on Other Benefits. The value of Common Shares distributed with respect to the
Restricted Units shall not be considered eligible earnings for purposes of any other plans
maintained by the Company. Neither shall such value be considered part of the Participant’s
compensation for purposes of determining or calculating other benefits that are based on
compensation, such as life insurance.



16. Applicable Law. The validity, construction, interpretation and effect of this
Agreement shall be governed by and construed in accordance with the laws of the State of Maryland,
without giving effect to the conflicts of laws provisions thereof.



17. Notice. Any notice to RAIT provided for in this instrument shall be addressed to RAIT
in care of the Board of Trustees at the principal office of RAIT, and any notice to the Participant
shall be addressed to such Participant at the current address shown on the payroll records of the
Company, or to such other address as the Participant may designate to RAIT in writing. Any notice
shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as
stated above, registered and deposited, postage prepaid, in a post office regularly maintained by
the United States Postal Service.



18. Section 409A of the Code. Notwithstanding anything in the Plan or this Agreement to
the contrary, it is currently not certain the extent to which the requirements of Section 409A of
the Code apply to these Restricted Units. As a result, the Committee may, without the
Participant’s consent, amend this Agreement to comply with the requirements of Section 409A of the
Code and any corresponding guidance and regulations issued under Section 409A of the Code to the
extent it is subsequently determined, in the sole discretion of the Committee, that such amendments
are necessary for this grant to comply with the requirements of Section 409A of the Code.



IN WITNESS WHEREOF, RAIT has caused its duly authorized officers to execute and attest to this
Unit Award Agreement, and the Participant has placed his or her signature hereon, effective as of
the Date of Grant.



Attest: RAIT INVESTMENT TRUST



     By:  



I hereby accept the award of Restricted Units described in this Agreement, and I agree to be bound
by the terms of this Agreement and the Plan. I hereby acknowledge and agree that all of the
decisions, interpretations and determinations of the Committee with respect to the Restricted Units
shall be final, binding and conclusive on me, my beneficiaries and any other persons having or
claiming an interest under this Agreement.



     


Date Participant



1



EXHIBIT A

SUBSEQUENT DEFERRAL ELECTION FORM




PART A. TIME OF DISTRIBUTION



I,      , (the “Participant”) hereby irrevocably elect to have the      
Restricted Units (the “Deferred Units”) granted to me on      , 200     pursuant to the Unit
Award Agreement (the “Agreement”) under the RAIT Investment Trust 2005 Equity Compensation Plan
(the “Plan”) that would have been redeemed by RAIT Investment Trust (“RAIT”) on      
     ,      (the “Redemption Date”), to instead be redeemed on      ,      (the “Deferred
Date”), which is a date that is at least twelve (12) months before the date RAIT would otherwise
redeem the Restricted Units and is a date that is no earlier than five (5) years from the
Redemption Date under the Agreement.




	 	 	 	PART B. ACKNOWLEDGMENT





I understand and expressly agree that the Deferred Date for the Deferred Units shall be the date I
specified in Part A above and I will not be entitled to receive a redemption of the Deferred Units
on an earlier date. I also understand and expressly agree that this deferral election is
irrevocable and shall not take effect until twelve (12) months after the date on which I make this
election.



PARTICIPANT SIGNATURE



     



Date:     



Receipt Acknowledged:



By:     



Title:     



Date:     




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