exv10w6






Exhibit 10.6






FORM OF AGREEMENT




STARWOOD PROPERTY TRUST, INC.

NON-EXECUTIVE DIRECTOR STOCK PLAN



RESTRICTED STOCK AWARD AGREEMENT




          THIS RESTRICTED STOCK 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 [NAME] (the “Grantee”).




          WHEREAS, the Company has adopted the Starwood Property Trust, Inc. Non-Executive Director
Stock Plan (the “Plan”), pursuant to which the Company may grant to the Grantee shares of Stock
which are restricted as to transfer (shares so restricted hereinafter referred to as “Restricted
Stock”);




          WHEREAS, the Grantee is a member of the Board of Directors of the Company who is not an
executive officer of the Company;




          WHEREAS, the Company desires to grant to the Grantee the number of shares of Restricted Stock
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 Award




     (a) Grant of Restricted Stock. 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



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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.




Section 2. Terms and Conditions of Award




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



     (a) Ownership of Shares. Subject to the restrictions set forth in the Plan and this
Agreement, the Grantee shall possess all incidents of ownership of the Restricted Stock granted
hereunder, including the right to receive dividends and distributions with respect to such Stock,
as set forth in clause (b) below, and the right to vote such Stock.



     (b) Payment of Dividends/Distributions. The Grantee shall be entitled to receive dividends
and distributions which become payable on the Restricted Stock at the time such dividends or
distributions are paid to other holders of Stock. Stock or other property (other than cash)
distributed in connection with a dividend or distribution payable with respect to the Restricted
Stock shall be subject to restrictions and a risk of forfeiture to the same extent as such
Restricted Stock.



     (c) Restrictions. Restricted Stock and any interest therein, may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of prior to the lapse of restrictions set
forth in this Agreement applicable thereto, as set forth in Section 2(e). 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(e).



     (d) Certificate; Restrictive Legend. The Grantee agrees that any certificate issued for
Restricted Stock prior to the lapse of any outstanding restrictions relating thereto shall be
inscribed with the following legend:




This certificate and the shares of stock represented hereby are subject to the terms
and conditions, including forfeiture provisions and restrictions against transfer
(the “Restrictions”), contained in the Starwood Property Trust, Inc. Non-Executive
Director Stock Plan and an agreement entered into between the registered owner and
Starwood Property Trust, Inc. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale, assignment,



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transfer, pledge, hypothecation or otherwise, shall be null and void and without effect.



     (e) Lapse of Restrictions; Forfeiture. Except as may otherwise be provided herein, the
restrictions on transfer set forth in Section 2(c) shall lapse with respect to [___percent
(___%)] of the shares of Restricted Stock granted hereunder on [___], subject to the
Grantee’s continuing to provide service to the Company as of each such vesting date.
[Performance-based vesting provisions, if applicable.]



     Notwithstanding the foregoing, the Restricted Stock granted hereunder (and any then unvested
dividends and distributions thereon) shall become immediately vested and free of transfer
restrictions upon a Change in Control.



     Upon each lapse of restrictions relating to Restricted Stock, the Company shall issue to the
Grantee a stock certificate representing a number of shares of Stock, free of the restrictive
legend described in Section 2(d), equal to the number of shares subject to this Restricted Stock
award with respect to which such restrictions have lapsed. If certificates representing such
Restricted Stock shall have theretofore been delivered to the Grantee, such certificates shall be
returned to the Company, complete with any necessary signatures or instruments of transfer prior to
the issuance by the Company of such unlegended shares of Stock.



     Upon termination of the Grantee’s service as a member of the Board of Directors, any as yet
unvested Restricted Stock and dividends or distributions thereon shall be immediately forfeited.
Such Restricted Stock and any unpaid dividends or distributions with respect to Restricted Stock
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
shares, certificates, dividends and distributions. If certificates containing restrictive legends
shall have theretofore been delivered to the Grantee, such certificates shall be returned to the
Company, complete with any necessary signatures or instruments of transfer.



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



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Company and, in the case of the Grantee, at [the address most recently on file with the Company].




     (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).



     (c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that the Grantee has
received a copy of the Plan and has had an opportunity to review the Plan and has agreed to be
bound 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 the Grantee’s 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.



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     (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:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GRANTEE	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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