EX-10.5






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 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
Participant shall be fully vested in the Restricted Units on the Date of Grant. The Restricted
Units will be redeemed in accordance with Paragraph 3 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. Redemption. On the earliest to occur of (i) the first anniversary of the Date of Grant,
or (ii) the Participant’s termination of service or employment with the Company (as defined in the
Plan), (the “Redemption Date”), RAIT shall redeem all of the Restricted Units then credited to the
Participant’s Account as of such date. On the Redemption Date, all Restricted 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.



4. Dividend Equivalents. Until such time as the 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
Restricted Units credited to the Participant’s Account at the time of the declaration of the
dividend were Common Shares.



5. 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.



6. 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.



7. 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, a certificate representing
the Common Shares shall be issued to the Participant.



8. 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.



9. 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 4), or the right
to vote, with respect to any Restricted Units.



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



11. 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.



12. Withholding. To the extent required by applicable law, 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 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.



13. 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.



14. 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.



15. 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.



16. 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 Internal Revenue Code of 1986, as amended, (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