Exhibit 10.8
	 

	 
		

	 

	 
		FORM OF
	 

	 
		RESTRICTED STOCK AGREEMENT
	 

	 
		UNDER THE 2007 CARE INVESTMENT TRUST INC. MANAGER EQUITY PLAN
	 

	 
		

	 

	 
		

	 

	 
		Name of Grantee:
	 

	 
		CIT Healthcare LLC
	 

	 
		No. of Shares: 
	 

	 
		587,520 Shares of Common Stock
	 

	 
		Grant Date:
	 

	 
		[Effective Date of IPO]
	 

	 
		Vested Shares
	 

	 
		33.33% of the Shares on First Anniversary of the Grant Date
	 

	 
		33.33% of the Shares on Second Anniversary of the Grant Date
	 

	 
		33.33% of the Shares on Third Anniversary of the Grant Date
	 

	 
		

	 

	 
		This Restricted Stock Agreement (the “Agreement”) is between
		Care Investment Trust Inc., a Maryland corporation (the “Company”),
		and CIT Healthcare LLC, the manager of the Company pursuant to a management
		agreement (the “Manager”).
	 

	 
		This Agreement is effective as of the date of grant indicated above (the
		“Grant Date”), but is fully conditioned upon the closing of the
		Company’s initial public offering of its common stock pursuant to that
		certain Registration Statement on Form S-11 (Registration No. 333-141634)
		(“IPO”).
	 

	 
		The Company wishes to award the Manager a number of shares of the
		Company’s Common Stock, par value $0.001 per share (the “Common
		Stock”), subject to certain restrictions as provided in this Agreement, in
		order to carry out the purposes of the 2007 Manager Equity Plan (the
		“Plan”).
	 

	 
		Accordingly, for good and valuable consideration, the receipt and
		adequacy of which are hereby acknowledged, the Company and the Manager hereby
		agree as follows:
	 

	 
		1.
	 

	 
		Award of Restricted Stock.
	 

	 
		The Company hereby grants to the Manager, effective as of the Grant Date
		but conditioned upon the closing of the Company’s IPO, an Award of
		Restricted Stock for that number of shares of Common Stock indicated above (the
		“Shares”), on the terms and conditions set forth in this Agreement
		and in accordance with the terms of the Plan.
	 

	 
		2.
	 

	 
		Rights with Respect to the Shares.
	 

	 
		With respect to the Shares, the Manager shall be entitled effective as of
		the Grant Date to exercise the rights of a shareholder of Common Stock of the
		Company, including the right to vote the Shares and the right to receive
		dividends on the Shares.  Notwithstanding the foregoing, the Manager shall
		be subject to the transfer restrictions in Section 6.
	 

	 
		
 

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		3.
	 

	 
		Scheduled Vesting.
	 

	 
		Subject to the terms and conditions of this Agreement, Shares shall
		become vested in the amount or amounts set forth herein from the Grant Date
		until the respective date or dates described above in this Agreement.
		 Vesting or becoming vested entitles the Manager to transfer the Shares.
		 Shares that vest under this Agreement are referred to as “Vested
		Shares.”
	 

	 
		4.
	 

	 
		Effect of a Change in Control.
	 

	 
		If the Company experiences a Change in Control (as defined in the Plan)
		prior to the time that any outstanding Shares have vested, such unvested Shares
		shall immediately vest upon the effective date of the Change in Control.
	 

	 
		5.
	 

	 
		Effect of Termination of Management Agreement.  
	 

	 
		If any management agreement between the Company and the Manager is
		terminated or not renewed other than for Cause (as such term shall be defined
		in the management agreement), any outstanding Shares that are not then Vested
		Shares shall become immediately vested.  If the management agreement is
		terminated or not renewed for Cause (as such term shall be defined in the
		management agreement) any outstanding Shares that are not then Vested Shares
		shall become immediately forfeited.
	 

	 
		6.
	 

	 
		Transfer Restrictions.
	 

	 
		Notwithstanding anything to the contrary in this Agreement, the Shares
		may not be sold, assigned, transferred, pledged, or otherwise encumbered by the
		Manager (collectively, the “Transfer Restrictions”) during the period
		commencing on the Grant Date and terminating at the end of the three year
		vesting period following the Grant Date (the “Restricted Period”).
		 The Committee shall have the authority, in its discretion, to accelerate
		the time at which any or all of the Transfer Restrictions shall lapse with
		respect to any Shares, or to remove any or all such restrictions, whenever the
		Committee may determine that such action is appropriate by reason of any
		changes in circumstances occurring after the commencement of the Restricted
		Period.
	 

	 
		7.
	 

	 
		Issuance and Custody of Certificates.
	 

	 
		(a)
	 

	 
		The Company shall cause the Shares to be issued in the Manager’s
		name, either by book-entry registration or issuance of a stock certificate or
		certificates, which certificate or certificates shall be held by the Company.
		 The Shares shall be restricted from transfer during the Restricted Period
		and shall be subject to an appropriate stop-transfer order.  If any
		certificate is issued, the certificate shall bear an appropriate legend
		referring to the restrictions applicable to the Shares.
	 

	 
		(b)
	 

	 
		If any certificate is issued, the Manager shall be required to execute
		and deliver to the Company a stock power or stock powers relating to the
		Shares.
	 

	 
		(c)
	 

	 
		Upon vesting, the Company shall promptly cause the Vested Shares to be
		delivered to the Manager, free of the restrictions and/or legend described in
		Section 7(a) hereof, either by
	 

	 
		
 

	 

	 
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		book-entry registration or in the form of a certificate or certificates,
		registered in the Manager’s name.
	 

	 
		8.
	 

	 
		Distributions and Adjustments.
	 

	 
		(a)
	 

	 
		If any Shares vest subsequent to any change in the number or character of
		the Common Stock of the Company without additional consideration paid to the
		Company (through any stock dividend or other distribution, recapitalization,
		stock split, reverse stock split, reorganization, merger, consolidation,
		split-up, spin-off, combination, repurchase or exchange of shares or
		otherwise), the Manger shall then receive upon such vesting the number and type
		of securities or other consideration which the Manager would have received if
		such Shares had vested prior to the event changing the number or character of
		the outstanding Common Stock.
	 

	 
		(b)
	 

	 
		Any dividends declared by the Company on Shares of Common Stock shall be
		paid to the Manager in respect of any Shares of Restricted Stock as and when
		such dividends are paid to holders of Common Stock, and shall not be
		accumulated by the Company during the Restricted Period.
	 

	 
		9.
	 

	 
		General Provisions.
	 

	 
		(a)
	 

	 
		Interpretations.  This Agreement is subject in all respects
		to the terms of the Plan.  A copy of the Plan is available upon the
		Manager’s request.  Terms used herein which are defined in the Plan
		shall have the respective meanings given to such terms in the Plan, unless
		otherwise defined herein.  In the event that any provision of this
		Agreement is inconsistent with the terms of the Plan, the terms of the Plan
		shall govern.  Any question of administration or interpretation arising
		under this Agreement shall be determined by the Committee administering the
		Plan, and such determination shall be final, conclusive and binding upon all
		parties in interest.
	 

	 
		(b)
	 

	 
		Securities Matters.  The Company shall not be required to
		deliver any Shares until the requirements of any federal or state securities or
		other laws, rules or regulations (including the rules of any securities
		exchange) as may be determined by the Company to be applicable are satisfied.
	 

	 
		(c)
	 

	 
		Headings.  Headings are given to the sections and subsections
		of this Agreement solely as a convenience to facilitate reference.  Such
		headings shall not be deemed in any way material or relevant to the
		construction or interpretation of this Agreement or any provision hereof.
	 

	 
		(d)
	 

	 
		Saving Clause.  If any provision(s) of this Agreement shall
		be determined to be illegal or unenforceable, such determination shall in no
		manner affect the legality or enforceability of any other provision hereof.
	 

	 
		(e)
	 

	 
		Governing Law.  The internal law, and not the law of
		conflicts, of the State of Maryland will govern all questions concerning the
		validity, construction and effect of this Agreement.
	 

	 
		
 

	 

	 
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		(f)
	 

	 
		Notices.  The Manager should send all written notices
		regarding this Agreement or the Plan to the Company at the following address:
	 

	 
		Care Investment Trust Inc.
 c/o CIT Healthcare LLC
 505 Fifth
		Avenue, 6th Floor
	 

	 
		New York, New York 10017
 Attn:
	 

	 
		[
		                 ]

	 

	 
		

	 

	 
		(g)
	 

	 
		Benefit and Binding Effect.  This Agreement shall be binding
		upon and shall inure to the benefit of the parties hereto, their respective
		successors, permitted assigns, and legal representatives.  The Company has
		the right to assign this Agreement, and such assignee shall become entitled to
		all the rights of the Company hereunder to the extent of such assignment.
	 

	 
		10.
	 

	 
		Refusal of Award.
	 

	 
		If the Manager desires to refuse this Award, the Manager must notify the
		Company in writing no later than thirty (30) days after receipt of this
		Agreement.  The Manager’s acceptance of this Award shall constitute
		the Manager’s acceptance of all the terms and conditions of this
		Agreement.
	 

	 
		

	 

	 
		IN WITNESS WHEREOF, the Company by one of its duly authorized officers
		has executed this Agreement as of the day and year first above written.
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		

	 

	 
		

	 

	 
		By:  _______________________________________
	 

	 
		

	 

	 
		Its:
	 

	 
		

	 

	 
		

	 

	 
		
 

	 

	 
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