exv10w8





Exhibit 10.8



INITIAL GRANT TO MANAGER




STARWOOD PROPERTY TRUST, INC.

MANAGER EQUITY PLAN




RESTRICTED STOCK UNIT AWARD AGREEMENT




          THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (the “Agreement”),
dated as of ____________
, 20 ___
(the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation
(the “Company”), and SPT Management, LLC, a Delaware limited liability company (the “Grantee”).




          WHEREAS, the Company has adopted the Starwood Property Trust, Inc. Manager Equity Plan (the
“Plan”), pursuant to which the Company may grant to the Grantee Restricted Stock Units, the payment
of which may subject to vesting and forfeiture conditions (“Restricted Stock Units”);




          WHEREAS, the Grantee is providing bona fide services to the Company on the date of this
Agreement;




          WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units
provided for herein;




          NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained,
the parties hereto agree as follows:




Section 1. Grant of Restricted Stock Unit Award




     (a) Grant of Restricted Stock Units. The Company hereby grants to the Grantee [___] shares
of Restricted Stock on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan.



     (b) Incorporation of Plan. The provisions of the Plan are hereby incorporated herein by
reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in
accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan. The Board shall have final authority
to interpret and construe the Plan and this Agreement and to make any and all determinations
thereunder, and its decision shall be binding and conclusive upon the Grantee and its
representatives in respect of any questions arising under the Plan or this Agreement.



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Section 2. Terms and Conditions of Award




     The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following
terms, conditions and restrictions:



     (a) Restrictions. The Restricted Stock Units and any interest therein, may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws
of descent and distribution, prior to the lapse of restrictions set forth in this Agreement
applicable thereto, as set forth in Section 2(d). The Board may in its discretion, cancel all or
any portion of any outstanding restrictions prior to the expiration of the periods provided under
Section 2(d). The period from the date of grant of a Restricted Stock Unit to the date it becomes
vested and payable shall be referred to herein as the “Restricted Period.”



     (b) Form of Payment. Unless otherwise determined by the Committee at the time of payment, each
Restricted Stock Unit granted hereunder shall represent the right to receive one share of Stock
following the date on which such Restricted Stock Unit vests, as provided herein.



     (c) Dividend/Distribution Equivalents. The Grantee shall be paid as of each date (a
“Dividend Date”) on which cash dividends and cash distributions are paid with respect to shares of
Stock underlying as yet unpaid Restricted Stock Units an amount equal to the amount paid to each
Company stockholder with respect to the same number of shares of Stock, provided that the record
date with respect to such dividend or distribution occurs within the Restricted Period. Additional
Restricted Stock Units shall be credited to the Grantee’s account as of each Dividend Date on which
dividends and distributions and/or special dividends and distributions that are paid in a form
other than cash are paid with respect to Stock, provided that the record date with respect to such
dividend or distribution occurs within the Restricted Period. The number of Restricted Stock Units
to be credited to the Grantee’s account with respect to this Award as of any Dividend Date shall
equal the quotient obtained by dividing (i) the product of (1) the number of the Restricted Stock
Units credited to such account on the record date for such dividend or distribution and (2) the per
share dividend (or distribution value) payable on such Dividend Date, by (ii) the Fair Market Value
of a share of Stock as of such Dividend Date.



     (d) Lapse of Restrictions; Forfeiture. Except as may otherwise be provided herein, the
restrictions on transfer set forth in Section 2(a) shall lapse with respect to eight and one-third
percent (8 1/3%) of the shares of Restricted Stock granted hereunder on the first day of each
calendar quarter, commencing with October 1, 2009, subject to the Grantee’s continuing to provide
service to the Company pursuant to the Management Agreement as of each such vesting date.



     Notwithstanding the foregoing, the Restricted Stock Units granted hereunder and any then
accumulated but unpaid dividend equivalents and distribution equivalents thereon shall become
immediately vested, payable and free of transfer restrictions upon a Change in Control.



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     Upon termination of the Management Agreement either (i) by the Company for “cause” (as defined
in the Management Agreement) or (ii) by the Grantee other than for “cause” (as defined in the
Management Agreement) or other than due to a change in the Grantee’s compensation thereunder, any
as yet unvested Restricted Stock Units and any accumulated but unpaid dividend equivalents and
distribution equivalents thereon shall be immediately forfeited. Upon termination of the
Management Agreement under any circumstances other than as described in the immediately preceding
sentence, the Restricted Stock Units granted hereunder and any accumulated but unpaid dividend
equivalents and distribution equivalents thereon shall become immediately vested and payable.



     Restricted Stock Units and any accumulated but unpaid dividend or distribution equivalents
forfeited pursuant to this Section 2(e) shall be transferred to, and reacquired by, the Company
without payment of any consideration by the Company, and neither the Grantee nor any of the
Grantee’s successors or assigns shall thereafter have any further rights or interests in such units
or equivalents.



     (e) Settlement of Restricted Stock Units.



     RSUs which vest as provided under Section 2(d) prior to October 1, 2010, shall be paid on
October 1, 2010.



     RSUs which vest as provided under Section 2(d) on and after October 1, 2010 shall be paid to
the Grantee in a lump sum promptly, but in no event later than 30 days, following the vesting date.



     In the event that shares of Stock are to be issued upon any lapse of restrictions relating to
the Restricted Stock Units, the Company shall issue to the Grantee a stock certificate representing
such shares of Stock.



Section 3. Miscellaneous




     (a) Notices. Any and all notices, designations, consents, offers, acceptances and any other
communications provided for herein shall be given in writing and shall be delivered either
personally or by registered or certified mail, postage prepaid, which shall be addressed, in the
case of the Company to the Corporate Counsel of the Company at the principal office of the Company
and, in the case of the Grantee, at the Corporate Counsel of the Grantee.



     (b) No Right to Continued Service. Nothing in the Plan or in this Agreement shall confer upon
the Grantee any right to continue in the service of the Company or shall interfere with or restrict
in any way the right of the Company, which is hereby expressly reserved, to terminate the
Management Agreement at any time for any reason whatsoever, with or without “cause” (as defined in
the Management Agreement).



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     (c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that its authorized
representative has received a copy of the Plan and has had an opportunity to review the Plan and
has agreed to bind the Grantee with respect to all the terms and provisions of the Plan.



     (d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and of the Grantee and its successors and assigns.



     (e) Invalid Provision. The invalidity or unenforceability of any particular provision thereof
shall not affect the other provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provision had been omitted.



     (f) Modifications. No change, modification or waiver of any provision of this Agreement shall
be valid unless the same be in writing and signed by the parties hereto.



     (g) Entire Agreement. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and therein
and supersede all prior communications, representations and negotiations in respect thereto.



     (h) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed
and determined in accordance with the laws of the State of Maryland.



     (i) Headings. The headings of the Sections hereof are provided for convenience only and are
not to serve as a basis for interpretation or construction, and shall not constitute a part, of
this Agreement.



     (j) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the ___day of ______, 20_.



	 	 	 	 	 	 	 
	 
	 	STARWOOD	PROPERTY TRUST, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 
	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SPT MANAGEMENT, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 






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