Exhibit
10.1


 


MORTGAGEIT
HOLDINGS, INC.


2004
LONG-TERM INCENTIVE PLAN


 


ARTICLE I

ESTABLISHMENT OF THE PLAN


 


MortgageIT
Holdings, Inc. (the “Company”) hereby establishes the MortgageIT Holdings, Inc.
2004 Long-Term Incentive (the “Plan”) upon the terms and conditions hereinafter
stated.  The Purpose of the Plan is to
promote the long-term success of the Company and the creation of shareholder
value by (a) encouraging officers, employees, directors and individuals performing
services for the Company or its subsidiaries as consultants or independent
contractors to focus on critical long-range objectives, (b) encouraging the
attraction and retention of officers, employees, directors, consultants and
independent contractors with exceptional qualifications, and (c) linking
officers, employees, directors, consultants and independent contractors
directly to shareholder interests through ownership of the Company.  The Plan seeks to achieve this purpose by
providing for Awards in the form of options to purchase shares of the Company,
restricted stock or stock appreciation rights.


 


ARTICLE II

DEFINITIONS


 


2.01        “Award”
means any stock option, restricted stock award or stock appreciation right
granted to a Participant under the Plan.


 


2.02        “Board”
means the Board of Directors of the Company.


 


2.03        “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.04        “Common
Stock” means shares of the common stock, $0.01 par value per share, of the
Company.


 


2.05        “Disability”
means any physical or mental impairment which qualifies an Employee for
disability benefits under any applicable long-term disability plan maintained
by the Company or, if no such plan applies, which would qualify such Employee
for disability benefits under the Federal Social Security System.


 


2.06        “Effective
Date” means the date upon which the Board approves this Plan.


 


2.07        “Employee”
means any person who is employed by the Company or a subsidiary thereof, and
whose wages are reported on a Form W-2. 
The Company classification as to who is an Employee shall be
determinative for purposes of an individual’s eligibility under the Plan.


 


2.08        “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


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2.09        “Fair
Market Value” of a share of the Company’s Common Stock for all purposes under
the Plan on a particular date shall be the most recent valuation adopted by the
Board in good faith of the fair market value of each share of the Company’s
Common Stock; provided that, as long as the Common Stock is registered under
Section 12 or Section 15 of the Exchange Act, the Fair Market Value of the
Company’s Common Stock shall be the mean between the high and low sales price
per share of Common Stock on such date, or in case no such sale takes place on
such date, the last date on which a sale occurred, in either case as reported
in the principal consolidated transaction reporting system with respect to
securities listed or admitted to trading on a national securities exchange or
included for quotation on the Nasdaq market, or if the Common Stock is not
listed or admitted for trading or included for quotation, in the
over-the-counter market, as reported by the NASD Automatic Quotation System or,
if such system is no longer in use, the principal other automated quotations
system that may then be in use or, if the Common Stock is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Common Stock, or such
other method of valuation as may be selected by the Board in good faith.


 


If the relevant
date is not a trading day, the determination shall be made as of the next
preceding trading day.  As used herein,
the term “trading day” means a day on which public trading of securities occurs
and as reported in the principal consolidated reporting system referred to
above, or if the Common Stock is not listed or admitted to trading on a
national securities exchange or included for quotation on the Nasdaq National
Market, any business day.


 


2.10        “Grantee”
refers to any Participant in the Plan who receives an Award.


 


2.11        “Incentive
Stock Option” means any Award granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning
of Section 422 of the Code.  All
Incentive Stock Options issued under this Plan are intended to comply with the
requirements of Section 422 of the Code, and the regulations thereunder, and
all provisions hereunder shall be read, interpreted and applied with that
purpose in mind.


 


2.12        “Non-Qualified
Stock Option” means any Award granted under this Plan which is a stock option
but is not an Incentive Stock Option.


 


2.13        “Officer”
means any Employee of the Company or any of its subsidiaries who is designated
by the Board as a corporate officer.


 


2.14        “Option”
means an award of an Incentive Stock Option or a Non-Qualified Stock Option
granted under Section 7.01 hereof.


 


2.15        “Participant”
means any Employee, Officer, director, consultant or independent contractor who
is designated by the Board pursuant to Article VI to participate in the Plan.


 


2.16        “Restricted
Stock Award” means an Award granted under Section 7.02 hereof.


 


2.17        “Retirement”
means a termination of employment which constitutes a “retirement” under any
applicable qualified pension benefit plan maintained by the Company or


 


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its subsidiaries,
as that term is defined by the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), or if no such plan is maintained by the Company, a
termination of employment anytime following attainment of age 65.


 


2.18        “Sale
Event” means the consummation of (i) a dissolution or liquidation of the
Company, (ii) the sale of all or substantially all of the assets of the Company
to an unrelated person or entity, (iii) a merger, reorganization or
consolidation in which the holders of the Company’s outstanding voting power
immediately prior to such transaction do not own a majority of the outstanding
voting power of the surviving or resulting entity immediately upon completion
of such transaction, or (iv) any other transaction in which the owners of the
Company’s outstanding voting power prior to such transaction do not own at
least a majority of the outstanding voting power of the relevant entity after
the transaction, in each case, regardless of the form thereof.


 


2.19        “Securities
Act” means the Securities Act of 1933, as amended.


 


2.20        “Stock
Appreciation Right” or “SAR” means an Award granted under Section 7.03 hereof.


 


2.21        “Stock
Award Agreement” means the written agreement pursuant to Article VI hereof that
sets forth the terms, conditions, restrictions and privileges for an Award and
that incorporates the terms of the Plan.


 


ARTICLE III

ADMINISTRATION OF THE PLAN AND MISCELLANEOUS


 


3.01        Plan Administration. The Plan shall be administered by the Compensation
Committee (the “Committee”).  The
Committee shall be responsible to the Board for the overall administration and
operation of the Plan, although the Committee may, in its discretion, delegate
to one or more officers responsibility for the day-to-day operation of the
Plan.  The Board  shall
make all determinations with respect to participation in the Plan by Employees,
Officers, directors, consultants or independent contractors of the Company or
any of its subsidiaries, and with respect to the extent of that
participation.  The interpretation and
construction of any provision of the Plan by the Board or the Committee shall
be final.  No member of the Board shall
be liable for any action or determination made by him or her in good faith


 


3.02        Revocation for Misconduct. 
Any Award,
or portion thereof, under this Plan, whether or not vested, made to a
Participant who is discharged from the employ of the Company or any of its
subsidiaries (or whose personal services contract is terminated in the case of
a consultant or independent contractor) shall automatically terminate, be
rescinded and be revoked.


 


3.03        Limitation on Liability. 
No Board
or Committee member shall be liable for any action or determination made in
good faith with respect to the Plan.  To
the maximum extent allowed by law and the Company’s Articles of Incorporation
and Bylaws, the Board and the Committee shall be indemnified by the Company in respect
of all their activities under the Plan.


 


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3.04        Compliance with Law and Regulations.  All Awards granted hereunder shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required.  The Company shall not be required to issue or
deliver any certificates for shares of Common Stock prior to the completion of
any registration or qualification of, or obtaining of consents or approvals
with respect to, such shares under any Federal or state law or any rule or
regulation of any government body, which the Company shall, in its sole
discretion, determine to be necessary or advisable.


 


3.05        Restrictions on Transfer.  The Company shall place a legend upon any certificate
representing shares acquired pursuant to an Award granted hereunder noting that
the transfer of such may be restricted as permitted by applicable laws and
regulations.


 


3.06        Market Stand-Off.  In connection
with any underwritten public offering by the Company of its equity securities
pursuant to an effective registration statement filed under the Securities Act,
Participants shall not directly or indirectly sell, make any short sale of,
loan, hypothecate, pledge, offer, or grant any option or other contract for the
purchase of, purchase any option or other contract for the sale of, or
otherwise dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to, any Common Stock received pursuant to the Plan
without the prior written consent of the Company.  Such restriction (the “Market Stand-Off”)
shall be in effect for a period of time following the date of the final
prospectus for the offering as may be requested by the Company or its
underwriters.  In the event of the
declaration of a stock dividend, a spin-off, a stock split, an adjustment in
conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new,
substituted or additional securities which are by reason of such transaction
distributed with respect to any Common Stock subject to the Market Stand-Off,
or into which such Common Stock thereby becomes convertible, shall immediately be
subject to the Market Stand-Off.  In
order to enforce the Market Stand-Off, the Company may impose stop-transfer
instructions with respect to Common Stock received pursuant to the Plan until
the end of the applicable market Stand-Off period.


 


ARTICLE IV

ELIGIBILITY


 


Awards
may be granted to such Employees, Officers, directors, consultants or
independent contractors as may be designated from time to time by the Board,
pursuant to guidelines, if any, which may be adopted by the Committee from time
to time.


 


ARTICLE V

COMMON STOCK AVAILABLE FOR THE PLAN


 


The aggregate number of shares of Common Stock which
may be issued pursuant to this Plan shall be one million seven hundred
twenty-five thousand (1,725,000).  If and
to the extent that the number of issued shares of Common Stock shall be
increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in Common Stock, merger, consolidation,
reorganization, recapitalization, reincorporation, or the like, the Board may make
appropriate


 


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adjustment in the number of shares of Common Stock authorized by the
Plan and in the number and exercise price of shares covered by outstanding
Awards under the Plan.  In the event of
any adjustment in the number of shares covered by any Award, any fractional
shares resulting from such adjustment shall be disregarded and each such Award
shall cover only the number of full shares resulting from such adjustment.  The
Board may make such adjustments, and its determination shall be final, binding
and conclusive.


 


The Board also may adjust the number of shares subject
to outstanding Awards and the exercise price and the terms of outstanding
Awards to take into consideration material changes in accounting practices or
principles, extraordinary dividends, acquisitions or dispositions of stock or
property or any other event if it is determined by the Board that such
adjustment is appropriate in order to prevent dilution or expansion of the
rights of Participants, provided that no such adjustment shall be made in the
case of an Incentive Stock Option, without the consent of the Participant, if
such adjustment would constitute a modification, extension or renewal of the
Option within the meaning of Section 424(h) of the Code.


 


No shares shall be the subject
of more than one Award at any time, but if an Award as to any shares is
surrendered before exercise, or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be
exercisable, the number of shares covered thereby shall again become available
for grant under the Plan as if no Awards had been previously granted with
respect to such shares.


 


ARTICLE VI

PARTICIPATION; STOCK AWARD AGREEMENT


 


The Board shall, in its
discretion, determine from time to time which Employees, Officers, directors,
consultants or independent contractors will participate in the Plan and receive
Awards under the Plan.  In making all
such determinations, there shall be taken into account the duties,
responsibilities and performance of each respective Employee, Officer,
director, consultant or independent contractor, his or her present and
potential contributions to the growth and success of the Company and its
subsidiaries, his or her cash compensation and such other factors as the Board
shall deem relevant to accomplishing the purposes of the Plan.


 


Awards may be granted
individually or in tandem with other Awards. 
All Awards are subject to the terms, conditions, restrictions and privileges
of the Plan in addition to the terms, conditions, restrictions and privileges
for an Award contained in the Stock Award Agreement.  No Award under this Plan shall be effective
unless memorialized in writing by the Committee in a Stock Award Agreement
delivered to and signed by the Participant.


 


ARTICLE VII

AWARDS


 


7.01        Stock Options.  The Board may
from time to time grant to eligible Participants Awards of Incentive Stock
Options or Non-Qualified Stock Options; provided however that Awards of Incentive
Stock Options shall be limited to Employees of the Company or any of its
subsidiaries.  Options intended to
qualify as Incentive Stock Options must have an exercise price


 


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at least equal to
the Fair Market Value of a share of Common Stock at the time of grant, except
as provided in Section 8.05. 
Non-Qualified Stock Options may have an exercise price that is equal to,
below, or above the Fair Market Value of a share of Common Stock at the time of
grant.  The exercise price applicable to
a particular Award shall be set forth in each individual Stock Award Agreement.


 


7.02        Restricted Stock.  The Board may from time to time grant
Restricted Stock Awards to eligible Participants in such amounts, on such terms
and conditions, and for such consideration, including no consideration or such
minimum consideration as may be required by law, as it shall determine.  A Restricted Stock Award represents shares of
Common Stock that are issued subject to such restrictions on transfer and other
incidents of ownership and such forfeiture conditions as the Board may
determine. The Board may, in connection with any Restricted Stock Award,
require the payment of a specified purchase price.


 


7.03        Stock Appreciation Rights.  The Board may grant Stock Appreciation Rights to
eligible Participants in such amounts and on such terms or conditions as it
shall determine.  A Stock Appreciation
Right is an Award in the form of a right to receive, upon surrender of the
right but without other payment, an amount based on appreciation in the Fair
Market Value of the Common Stock over a base price established for the
Award.  Stock Appreciation Rights may be
paid by the delivery of Common Stock or cash, or any combination thereof, as
determined in the sole discretion of the Board.


 


ARTICLE VIII

OPTION AWARDS


 


8.01        Vesting of Options.


 


(a)           General Rules.  The Board, in its sole discretion, shall prescribe the time or times at
which, or the conditions upon which, an Option shall become vested and
exercisable, and may accelerate the exercisability of any Option at any
time.  Notwithstanding the foregoing, no
vesting shall occur on or after the date that an Employee’s employment or
personal services contract with the Company or any of its subsidiaries
terminates for any reason other than his death, Disability or Retirement.


 


(b)           Acceleration of Vesting Upon Death,
Disability or Retirement.  In the event a Participant dies while in the
employ of the Company or any of its subsidiaries or terminates employment with
the Company or any of its subsidiaries as a result of Disability, any Option(s)
granted to such Participant under this Plan not yet vested on such date shall
become 100% vested as of such date and be exercisable either by the Participant
or the Participant’s representative, subject to Section 8.03.  In the event of a Participant’s Retirement,
any Option(s) granted to such Participant under this Plan not yet vested on
such date shall become 100% vested as of such date and become exercisable only
if the grant date of such Option(s) precedes the Participant’s date of
Retirement by two (2) or more years.


 


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8.02        Duration of Options.


 


(a)           General Rule.  Except as provided in Section 8.05, each Option granted to a Participant
shall be exercisable at any time on or after it vests until the earlier of (i)
ten (10) years after its date of grant or (ii) the date that is six (6) months
(ninety (90) days in the case of Incentive Stock Options granted to Employees)
following the last day on which the Participant is employed or renders services
for the benefit of the Company or its subsidiaries.


 


(b)           Exception for Termination Due to
Death, Disability or Retirement.  If a Participant dies while in the employ of the
Company or any of its subsidiaries or terminates employment with the Company or
any of its subsidiaries as a result of death, Disability or Retirement without
having fully exercised his Options, the Participant or his legal representative
or guardian, or the executors, administrators, legatees or distributes of his
estate shall have the right, during the twelve (12) month period following the
earlier of his death, Disability or Retirement, to exercise such Options to the
extent vested on the date of such death, Disability or Retirement.  In no event, however, shall any Option be
exercisable more than ten (10) years from the date it was granted.


 


(c)           Notice of Disposition; Withholding; Escrow.  A Grantee shall immediately notify
the Company in writing of any sale, transfer, assignment or other disposition
(or action constituting a disqualifying disposition within the meaning of
Section 421 of the Code) of any shares of Common Stock acquired through
exercise of an Incentive Stock Option, within two (2) years after the grant of
such Incentive Stock Option or within one (1) year after the acquisition of
such shares, setting forth the date and manner of disposition, the number of
shares disposed of and the price at which such shares were disposed.  The Company shall be entitled to withhold
from any compensation or other payments then or thereafter due to the Grantee
such amounts as may be necessary to satisfy any withholding requirements of
Federal or state law or regulation and, further, to collect from the Grantee
any additional amounts which may be required for such purpose.  The Board may, in its discretion, require
shares of Common Stock acquired by a Grantee upon exercise of an Incentive
Stock Option to be held in an escrow arrangement for the purpose of enabling
compliance with the provisions of this Section 8.02(c).


 


8.03        Nonassignability.  Options shall not be transferable by a
Grantee except by will or the laws of descent or distribution, and during a
Grantee’s lifetime shall be exercisable only by such Grantee or the Grantee’s
guardian or legal representative. 
Notwithstanding the foregoing, or any other provision of this Plan, a
Grantee who holds Non-Qualified Stock Options may transfer such Options to his
or her spouse, lineal ascendants, lineal descendants, or to a duly established
trust for the benefit of one or more of these individuals.  Options so transferred may thereafter be
transferred only to the Grantee who originally received the grant or to an
individual or trust to whom the Grantee would have initially transferred the
Option pursuant to this Section 8.03. 
Awards which are transferred pursuant to this Section 8.03 shall be
exercisable by the transferee according to the same terms and conditions as applied
to the Grantee.


 


8.04        Manner of Exercise.  To the extent
vested and exercisable, Options may be exercised in part or in whole from time
to time by execution of a written notice directed to the


 


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Company, at the
Company’s principal place of business, accompanied by cash or a check in
payment of the exercise price for the number of shares specified and paid
for.  The Board may, in its discretion,
permit a Grantee to exercise vested and exercisable options awarded under this
Plan by surrendering an amount of Common Stock already owned by the Grantee
equal to the Options’ exercise price, but only in instances where the shares to
be surrendered have been held by the Grantee for a period of at least six (6)
months.  Subject to the limitations set forth
in the Stock Award Agreement, for so long as the Common Stock is listed or
admitted to trading on a national securities exchange or included for quotation
on the Nasdaq market, the Board may, in its discretion, allow the Grantee may
make payment by arranging with a third party broker to sell a number of shares
otherwise deliverable to the Grantee and attributable to the exercise of the
Option in order to pay the exercise price of the Option.


 


8.05        $100,000 Limitation.  Notwithstanding any contrary provisions
contained elsewhere in this Plan and as long as required by Section 422 of the
Code, the aggregate Fair Market Value, determined as of the time an Incentive
Stock Option is granted, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by the Grantee during any
calendar year under this Plan and stock options that satisfy the requirements
of Section 422 of the Code under any other stock option plan or plans
maintained by the Company, shall not exceed $100,000.  To the extent that the aggregate value of
shares of Common Stock to be received by the Grantee for the first time in any
one year pursuant to the exercise of an Incentive Stock Option (“ISO Stock”)
exceeds $100,000 based on the fair market value of the Common Stock as of the
date of the Incentive Stock Option’s grant, such excess shall be treated as
Common Stock received pursuant to the exercise of a Nonqualified Stock Option
(“NQSO Stock”).  The
Company shall designate which shares of Common Stock to be received by the
Grantee will be treated as ISO Stock and which shares of Common Stock, if any,
will be treated as NQSO Stock by issuing separate share certificates
identifying in the Company’s share transfer records which shares are ISO Stock.


 


8.06        Limitation on Ten Percent Stockholders.  The price at which shares of Common Stock may be
purchased upon exercise of an Incentive Stock Option granted to an individual
who, at the time such Incentive Stock Option is granted, owns, directly or
indirectly, more than ten percent (10%) of the total combined voting power of
all classes of stock issued to stockholders of the Company, shall be no less
than one hundred and ten percent (110%) of the Fair Market Value of a share of
the Common Stock of the Company at the time of grant, and such Incentive Stock
Option shall by its terms not be exercisable after the expiration of five (5)
years from the date such Incentive Stock Option is granted.


 


ARTICLE IX

STOCK APPRECIATION RIGHTS


 


9.01        Tandem SARs.  A Stock
Appreciation Right may be granted in connection with an Option, either at the
time of grant or at any time thereafter during the term of the Option.  An SAR granted in connection with an Option
will entitle the holder, upon exercise, to surrender such Option or any portion
thereof to the extent unexercised, with respect to the number of shares as to
which such SAR is exercised, and to receive payment of an amount computed as


 


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described in
Section 9.03 hereof.  Such Option will,
to the extent and when surrendered, cease to be exercisable.  An SAR granted in connection with an Option
hereunder will have a base price per share equal to the per share exercise
price of the Option, will be exerciseable at such time or times, and only to
the extent, that a related Option is exercisable, and will expire no later than
the related Option expires.


 


9.02        Freestanding SARs.  A Stock
Appreciation Right may be granted without any related Option and, in such case,
will be exercisable as determined by the Board, but in no event after 10 years
from the date of grant.  The base price
of an SAR granted without any related Option shall be determined by the Board
in its sole discretion; provided, however, that the base price per share of any
such freestanding SAR shall not be less than one hundred (100%) of the Fair
Market Value of the Common Stock on the date of grant.


 


9.03        Payment of SARs.  An SAR will
entitle the holder, upon exercise of the SAR, to receive payment of an amount
determined by multiplying: (i) the excess of the Fair Market Value of a share
of Common Stock on the date of exercise of the SAR over the base price of such
SAR, by (ii) the number of shares as to which such SAR is exercised.  Payment of the amount determined under the
foregoing may be made, in the discretion of the Board, in cash, in shares of
Common Stock valued at their Fair Market Value on the date of exercise, or in a
combination of cash and shares of Common Stock.


 


ARTICLE X

RESTRICTED STOCK AWARDS


 


10.01      Vesting Requirements.  The
restrictions imposed on shares granted under a Restricted Stock Award shall
lapse in accordance with the vesting requirements specified by the Board in the
Stock Award Agreement. Such vesting requirements may be based on the continued
employment of the Participant with the Company or its subsidiaries for a
specified time period or periods, provided that any such restriction shall not
be scheduled to lapse in its entirety earlier than the first anniversary of the
date of grant. Such vesting requirements may also be based on the attainment of
specified business goals or measures established by the Board in its sole
discretion.


 


10.02      Restrictions.  Shares granted
under any Restricted Stock Award may not be transferred, assigned or subject to
any encumbrance, pledge, or charge until all applicable restrictions are
removed or have expired, unless otherwise allowed by the Board. The Board may
require the Participant to enter into an escrow agreement providing that the
certificates representing the shares granted or sold under a Restricted Stock
Award will remain in the physical custody of an escrow holder until all
restrictions are removed or have expired. Failure to satisfy any applicable
restrictions shall result in the subject shares of the Restricted Stock Award
being forfeited and returned to the Company, with any purchase price paid by
the Participant to be refunded, unless otherwise provided by the Board. The
Board may require that certificates representing the shares granted under a Restricted
Stock Award bear a legend making appropriate reference to the restrictions
imposed.


 


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10.03      Rights as Shareholder.  Subject to the
foregoing provisions of this Article X and the applicable Stock Award
Agreement, the Participant will have all rights of a shareholder with respect
to the shares granted to him under a Restricted Stock Award, including the
right to vote the shares and receive all dividends and other distributions paid
or made with respect thereto, unless the Board determines otherwise at the time
the Restricted Stock Award is granted.


 


10.04      Section 83(b) Election.  The Board may
provide in a Stock Award Agreement that the Restricted Stock Award is
conditioned upon the Participant’s refraining from making an election with
respect to the Award under section 83(b) of the Code. Irrespective of whether
an Award is so conditioned, if a Participant makes an election pursuant to
section 83(b) of the Code with respect to a Restricted Stock Award, the
Participant shall be required to promptly file a copy of such election with the
Company.


 


ARTICLE XI

AMENDMENT AND TERMINATION OF THE PLAN


 


The Board may, by resolution, at any time terminate or
amend the Plan with respect to any shares of Common Stock or Awards which have
not been granted, but no such action shall adversely affect the rights under
any outstanding Award without the holder’s consent.  If and to the extent necessary to ensure that
Incentive Stock Options granted under the Plan remain qualified under Section
422 of the Code, Plan amendments shall be subject to approval by the Company’s
stockholders who are eligible to vote at a meeting of stockholders.


 


ARTICLE XII

EMPLOYMENT RIGHTS


 


Neither the Plan nor any Award
hereunder shall create any right on the part of any Employee of the Company or
any of its subsidiaries to continue in such capacity.


 


ARTICLE XIII

WITHHOLDING


 


The Company may withhold from
any cash payment made under this Plan sufficient amounts to cover any
applicable withholding and employment taxes, and if the amount of such cash
payment is insufficient, the Company may require the Grantee to pay to the
Company the amount required to be withheld as a condition to delivering the
shares acquired pursuant to an Award. 
The Company also may withhold or collect amounts with respect to a
disqualifying disposition of shares of Common Stock acquired pursuant to
exercise of an Incentive Stock Option, as provided in Section 8.02(c).


 


The Board is authorized to adopt
rules, regulations or procedures which provide for the satisfaction of a
Participant’s tax withholding obligation by the retention of shares of Common
Stock to which he otherwise would be entitled pursuant to an Award or by the
Participant’s delivery of previously-owned shares of Common Stock or other
property.  However, if the Company adopts
rules, regulations or procedures which permit withholding obligations to be met
by the retention of Common Stock to which a Grantee otherwise would be entitled
pursuant to an


 


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Award, the fair market value of the Common Stock
retained for such purpose shall not exceed the minimum required Federal, state
and local tax withholding due upon exercise of the Award.


 


ARTICLE XIV

EFFECTIVE DATE OF THE PLAN; TERM


 


14.01      Effective Date of the Plan. 
This Plan
shall become effective on the Effective Date, and Awards may be granted
hereunder as of or after the Effective Date and prior to the termination of the
Plan, provided that no Incentive Stock Option issued pursuant to this Plan
shall qualify as such unless this Plan is approved by the requisite vote of the
holders of the outstanding voting shares of the Company at a meeting of
stockholders of the Company held within twelve (12) months before or after the
Effective Date.


 


14.02      Term of Plan.  Unless sooner terminated, this Plan shall
remain in effect for a period of ten (10) years ending on the tenth anniversary
of the Effective Date.  Termination of
the Plan shall not affect any Awards previously granted and such Awards shall
remain valid and in effect until they have been fully exercised or earned, are
surrendered or by their terms expire or are forfeited.


 


ARTICLE XV

GOVERNING LAW


 


To the extent not governed by
Federal law, this Plan shall be construed under the laws of the State of
Maryland.


 


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IN WITNESS
WHEREOF, the Company has
caused a duly authorized officer to execute this MortgageIT Holdings, Inc. 2004
Long-Term Incentive Plan, and to apply the Corporate seal hereto as of the 22nd
day of June, 2004.


 


	
   

  	
  MORTGAGEIT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Cuti

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John R. Cuti

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  



 


12
















 


MORTGAGEIT HOLDINGS, INC.


2004 LONG-TERM INCENTIVE PLAN


 


FORM OF RESTRICTED STOCK
AGREEMENT


 


Restricted Stock Agreement (this “Agreement”), dated
as of
                 
(the “Grant Date”), between MortgageIT Holdings, Inc. (the “Company”) and
                                                
 (the “Participant”). This Agreement is
pursuant to the terms of the MortgageIT Holdings, Inc. 2004 Long-Term Incentive
Plan (the “Plan”), a copy of which has been furnished to the Participant and
the terms of which are incorporated herein by reference. Unless otherwise
indicated, whenever capitalized terms are used in this Agreement, they shall
have the meanings set forth in the Plan.


 


Section
1.  Grant of Award.  The Participant is hereby granted an award of
restricted stock representing
             
shares of Common Stock under the terms and conditions specified herein (the
“Award”).


 


Section
2.  Vesting of
Shares.


 


2.1         Vesting Schedule.  Subject to Section 3, shares covered by the
Award (the “Restricted Shares”) shall vest based on the passage of time according
to the following vesting schedule:


 


 


	
  Number of Restricted Shares

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


2.2           Accelerated
Vesting.  Notwithstanding Section
2.1, Restricted Shares shall become fully and immediately vested upon a Sale
Event.


 


2.3           Discretionary
Vesting.  The Board may, in its sole
discretion, accelerate the vesting of any or all Restricted Shares at any time
and for any reason.


 


Section
3. Forfeiture in the Event of Termination of Employment.
If the Participant’s employment with the Company and its subsidiaries is
terminated for any reason, the Participant shall forfeit his or her interest in
any Restricted Shares that have not yet become vested, which shall be cancelled
and be of no further force or effect.


 


Section
4.  Dividends and
Voting Rights.  The Participant
shall be entitled to receive any dividends paid with respect to the Restricted
Shares; provided, however, that no dividends


 
















 


shall be payable to or
for the benefit of a Participant with respect to record dates occurring prior
to the Grant Date, or with respect to record dates occurring on or after the
date, if any, on which the Participant has forfeited the Restricted Shares
pursuant to Section 3 hereof.  The
Participant shall be entitled to vote the Restricted Shares to the same extent
as would have been applicable to the Participant if the Participant was then
vested in the Restricted Shares; provided, however, that the
Participant shall not be entitled to vote the Restricted Shares with respect to
record dates occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant has forfeited
the Restricted Shares pursuant to Section 3 hereof.


 


Section
5.  Adjustments.  If at any time while the Award is outstanding,
the number of outstanding shares of Common Stock is changed by reason of a
reorganization, recapitalization, stock split or any other event described in
Article V of the Plan, the number and/or kind of Restricted Shares covered by
the Award shall be adjusted accordingly pursuant to the provisions of the Plan.


 


Section
6.  Limitations on
Restricted Shares.  Restricted
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered
until the Participant is vested in such shares in accordance with the
provisions hereof.


 


Section
7.  No Right to
Continued Employment. Nothing in this Agreement shall confer upon a
Participant who is an employee of the Company or any of its subsidiaries any
right to continue in the employ of the Company or any of its subsidiaries or to
interfere in any way with the right of the Company or any of its subsidiaries
to terminate the Participant’s employment at any time.


 


Section
8.  Deposit of
Restricted Shares.  Each
certificate issued in respect of Restricted Shares granted under this Agreement
shall be registered in the name of the Participant and shall be deposited with
an escrow agent designated by the Board. 
The grant of Restricted Shares is conditioned upon the Participant
endorsing in blank a stock power for the Restricted Shares.


 


Section
9.  Withholding of
Taxes.  The Company shall
withhold from any amounts due and payable by the Company to the Participant (or
secure a cash payment from the Participant in lieu of withholding) the amount
of any federal or state withholding or other taxes, if any, due from the
Company with respect to the Restricted Shares.


 


Section
10.  Miscellaneous
Provisions.


 


10.1         Notices. All notices, requests
and demands to or upon a party hereto shall be in writing and shall be deemed
to have been duly given when delivered by hand or three days after being
deposited in the mail, postage prepaid or, in the case of facsimile notice,
when received, addressed as follows or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.


 


2
















 


	
  (a)

  	
   

  	
  If to the Company, to the following address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MortgageIT Holdings, Inc.

  
	
   

  	
   

  	
  33 Maiden Lane, 6th
  Floor

  
	
   

  	
   

  	
  New York, NY 
  10038

  
	
   

  	
   

  	
  Attn: Doug W. Naidus,

  
	
   

  	
   

  	
  Chairman of the Board and

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile: 
  (212) 651-7623

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  If to the Participant, to the address or facsimile
  number as shown on the signature page hereto.

  
					



 


10.2         Amendment.  This Agreement may be amended only by a
writing executed by the parties hereto that specifically states that it is
amending this Agreement.


 


10.3         Governing
Law.  This Agreement shall be
construed and interpreted in accordance with and governed by the laws of the
State of Maryland, other than the conflict of laws provisions of such laws.


 


10.4         Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


10.5         Construction.  The construction of this Agreement is vested
in the Board, and the Board’s construction shall be final and conclusive on all
persons.


 


3
















 


IN WITNESS WHEREOF,
this Agreement has been executed and delivered by the parties hereto.


 


 


	
  PARTICIPANT

  	
  MORTGAGEIT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Name:

  	
    Name:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Telephone Number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Facsimile:

  	
   

  
					



 


4
















 


MORTGAGEIT HOLDINGS, INC.


2004 LONG-TERM INCENTIVE PLAN


 


FORM OF INCENTIVE STOCK OPTION
AGREEMENT


 


Stock Option Agreement (this “Option Agreement”),
dated as of
                     
(the “Grant Date”), between MortgageIT Holdings, Inc. (the “Company”) and
                                              (the “Participant”). This Option Agreement is
pursuant to the terms of the MortgageIT Holdings, Inc. 2004 Long-Term Incentive
Plan (the “Plan”), a copy of which has been furnished to the Participant and the
terms of which are incorporated herein by reference. Unless otherwise
indicated, whenever capitalized terms are used in this Option Agreement, they
shall have the meanings set forth in the Plan.


 


Section
1.  Grant of Options.  The Participant is hereby granted an option
representing
               
shares of Common Stock (“Shares”) under the terms and conditions specified
herein (the “Option”). Such Option is intended to constitute an Incentive Stock
Option.   If the Option granted hereunder
fails to qualify as an Incentive Stock Option for any reason, then the Option,
or portion thereof that does not so qualify, shall be treated as a Nonqualified
Stock Option.


 


Section
2.  Option Price.  The exercise price of the Option shall be
$           per share (the
“Option Price”).


 


Section 3.  Vesting of Option.


 


3.1           Vesting
Schedule.  The Option shall vest and
become exercisable based on the passage of time according to the following
vesting schedule:


 


	
  Number of Shares

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3.2           Accelerated
Vesting.  Notwithstanding Section
3.1, the Option shall become fully and immediately vested and exercisable upon:
(i) a Sale Event; or (ii) upon the death, Disability or Retirement of the
Participant as set forth in Section 8.01(b) of the Plan.


 


3.3           Discretionary
Vesting.  The Board may, in its sole
discretion, accelerate the vesting of the Option at any time and for any
reason.


 
















 


Section
4.  Incentive Stock
Option Limitation. Pursuant to section 422(d) of the Code, to the
extent the aggregate Fair Market Value of shares of Common Stock with respect
to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year under all plans of the Company and its
subsidiaries exceeds $100,000, such options shall be treated as Nonqualified
Stock Options (the Company shall designate which options will be treated as
Nonqualified Stock Options).


 


Section
5.  Option Term.  The Option may be exercised, to the extent
that it is vested pursuant to Section 3, during the Option Term, unless earlier
terminated in accordance with the terms of the Plan.  For purposes hereof, the “Option Term” shall
commence on the Grant Date and shall expire on the tenth anniversary thereof.  Upon the expiration of the Option Term, to
the extent unexercised, the Option shall terminate and be of no further force
or effect.


 


Section
6. Exercise of Option. An Option may be exercised
by the Participant (or such other person as may be specified in the Plan) to
the extent vested, with respect to whole shares only, by giving written notice
to the Company of exercise along with payment of the aggregate exercise
price.  The Option Price for the Shares
acquired pursuant to the exercise of the Option shall be paid: (i) in cash or
by check; (ii) in whole shares of Common Stock; or (iii) a combination of (i)
and (ii) above. The value of any share of Common Stock delivered in payment of
the Option Price shall be its Fair Market Value on the date the Option is
exercised.


 


Section
7.  Withholding of
Taxes.  The Company shall
withhold from any amounts due and payable by the Company to the Participant (or
secure payment from the Participant in lieu of withholding) the amount of any
federal or state withholding or other taxes, if any, due from the Company with
respect to the exercise of the Option, and the Company may defer such issuance
until such withholding or payment is made unless otherwise indemnified to its
satisfaction with respect thereto. The Company shall have the right to: (i)
make deductions from any settlement of this Option, including the delivery of
Shares, or require Shares or cash, or both, be withheld from any settlement of
this Option, in each case in an amount sufficient to satisfy the withholding
obligation; or (ii) take such other action as may be necessary or appropriate
to satisfy the withholding obligation.


 


Section
8.  Adjustments.  If at any time while the Option is
outstanding, the number of outstanding shares of Common Stock is changed by
reason of a reorganization, recapitalization, stock split or any other event
described in Article V of the Plan, the number and/or kind of Shares subject to
the Option and/or the Option Price of such Shares shall be adjusted in
accordance with the provisions of the Plan.


 


Section
9. Option Not Transferable. This Option may not be
transferred, pledged, assigned, hypothecated or otherwise disposed of in any
way by the Participant, except by will or laws of descent and distribution, and
during the Participant’s life, may only be exercised by the Participant.  Any attempt to effect a transfer of this
Option that is not otherwise permitted by the Board, the Plan, or this Option
Agreement shall be null and void.


 


Section
10. Disqualifying Disposition. If Shares acquired
by exercise of the Option are disposed of within two years following the Grant
Date or one year following the transfer of such Shares to the Participant upon
exercise, the Participant shall, promptly following such


 


2
















 


disposition, notify the Company in writing of the date and terms of
such disposition and provide such other information regarding the disposition
as the Board may reasonably require.


 


Section 11.
 No Rights
as Shareholder or Continued Employment.


 


11.1         No
Right as Shareholder. The Participant shall not have any privileges of a
Shareholder of the Company with respect to any Shares subject to (but not
acquired upon valid exercise of) the Option, nor shall the Company have any
obligation to pay any dividends or otherwise afford any rights to which Shares
are entitled with respect to such Shares, until the date of the issuance to the
Participant of a stock certificate evidencing such Shares.


 


11.2         No
Right to Continued Employment. Nothing in this Option Agreement shall
confer upon a Participant who is an employee of the Company or any of its
subsidiaries any right to continue in the employ of the Company or any of its
subsidiaries or to interfere in any way with the right of the Company or any of
its subsidiaries to terminate the Participant’s employment at any time.


 


Section 12.  Miscellaneous Provisions.


 


12.1         Notices.  All notices, requests and demands to or upon
a party hereto shall be in writing and shall be deemed to have been duly given
when delivered by hand or three days after being deposited in the mail, postage
prepaid or, in the case of facsimile notice, when received, addressed as
follows or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.


 


	
  If to the Company, to
  the following address:

  
	
   

  
	
   

  	
  MortgageIT Holdings, Inc.

  
	
   

  	
  33 Maiden Lane, 6th
  Floor

  
	
   

  	
  New York, NY 
  10038

  
	
   

  	
  Attn: Doug W. Naidus,

  
	
   

  	
  Chairman of the Board and

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
  Facsimile:  (212) 651-7623

  
				



 


If to the Participant, to the address or facsimile
number as shown on the signature page hereto.


 


12.2         Amendment.  This Option Agreement may be amended only by
a writing executed by the parties hereto that specifically states that it is amending
this Option Agreement.


 


12.3         Governing
Law. This Option Agreement shall be construed and interpreted in accordance
with and governed by the laws of the State of Maryland,  other than the conflict of laws provisions
of such laws.


 


3
















 


12.4         Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Option Agreement.


 


12.5         Construction.  The construction of this Option Agreement is
vested in the Board, and the Board’s construction shall be final and conclusive
on all persons.


 


4
















 


IN WITNESS WHEREOF,
this Option Agreement has been executed and delivered by the parties hereto.


 


 


	
  PARTICIPANT

  	
  MORTGAGEIT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Name:

  	
    Name:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Telephone number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Facsimile:

  	
   

  
					



 


5
















 


 


MORTGAGEIT HOLDINGS, INC.


2004 LONG-TERM INCENTIVE PLAN


 


FORM OF NONQUALIFIED STOCK OPTION
AGREEMENT


 


Stock Option Agreement (this “Option Agreement”),
dated as of
                   
(the “Grant Date”), between MortgageIT Holdings, Inc. (the “Company”) and                                               (the “Participant”). This Option Agreement is
pursuant to the terms of the MortgageIT Holdings, Inc. 2004 Long-Term Incentive
Plan (the “Plan”), a copy of which has been furnished to the Participant and
the terms of which are incorporated herein by reference. Unless otherwise
indicated, whenever capitalized terms are used in this Option Agreement, they
shall have the meanings set forth in the Plan.


 


Section
1.  Grant of Options.  The Participant is hereby granted an option
representing
             
shares of Common Stock (“Shares”) under the terms and conditions specified
herein (the “Option”). Such Option is a nonqualified Stock Option and is not
intended to constitute an Incentive Stock Option.


 


Section
2.  Option Price.  The exercise price of the Option shall be
$           per share (the
“Option Price”).


 


Section 3.  Vesting of Option.


 


3.1           Vesting
Schedule.  The Option shall vest and
become exercisable based on the passage of time according to the following
vesting schedule:


 


	
  Number of Shares

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


3.2           Accelerated
Vesting.  Notwithstanding Section
3.1, the Option shall become fully and immediately vested and exercisable upon:
(i) a Sale Event; or (ii) upon the death, Disability or Retirement of the
Participant as set forth in Section 8.01(b) of the Plan.


 


3.3           Discretionary
Vesting.  The Board may, in its sole
discretion, accelerate the vesting of the Option at any time and for any
reason.


 
















 


Section
4.  Option Term.
The Option may be exercised, to the extent that it is vested pursuant to
Section 3, during the Option Term, unless earlier terminated in accordance with
the terms of the Plan.  For purposes
hereof, the “Option Term” shall commence on the Grant Date and shall expire on
the tenth anniversary thereof.  Upon the
expiration of the Option Term, to the extent unexercised, the Option shall
terminate and be of no further force or effect.


 


Section
5. Exercise of Option. An Option may be exercised
by the Participant (or such other person as may be specified in the Plan) to
the extent vested, with respect to whole shares only, by giving written notice
to the Company of exercise along with payment of the aggregate exercise
price.  The Option Price for the Shares
acquired pursuant to the exercise of the Option shall be paid: (i) in cash or
by check; (ii) in whole shares of Common Stock; or (iii) a combination of (i)
and (ii) above. The value of any share of Common Stock delivered in payment of
the Option Price shall be its Fair Market Value on the date the Option is
exercised.


 


Section
6.  Withholding of
Taxes.  The Company shall
withhold from any amounts due and payable by the Company to the Participant (or
secure payment from the Participant in lieu of withholding) the amount of any
federal or state withholding or other taxes, if any, due from the Company with
respect to the exercise of the Option, and the Company may defer such issuance
until such withholding or payment is made unless otherwise indemnified to its
satisfaction with respect thereto. The Company shall have the right to: (i)
make deductions from any settlement of this Option, including the delivery of
Shares, or require Shares or cash, or both, be withheld from any settlement of
this Option, in each case in an amount sufficient to satisfy the withholding
obligation; or (ii) take such other action as may be necessary or appropriate
to satisfy the withholding obligation.


 


Section
7.  Adjustments.  If at any time while the Option is
outstanding, the number of outstanding shares of Common Stock is changed by
reason of a reorganization, recapitalization, stock split or any other event
described in Article V of the Plan, the number and/or kind of Shares subject to
the Option and/or the Option Price of such Shares shall be adjusted in
accordance with the provisions of the Plan.


 


Section
8. Option Not Transferable. This Option may not be
transferred, pledged, assigned, hypothecated or otherwise disposed of in any
way by the Participant, except by will or laws of descent and distribution, and
during the Participant’s life, may only be exercised by the Participant.  Any attempt to effect a transfer of this
Option that is not otherwise permitted by the Board, the Plan, or this Option
Agreement shall be null and void.


 


Section 9.  No Rights
as Shareholder or Continued Employment.


 


9.1           No
Right as Shareholder. The Participant shall not have any privileges of a
Shareholder of the Company with respect to any Shares subject to (but not
acquired upon valid exercise of) the Option, nor shall the Company have any
obligation to pay any dividends or otherwise afford any rights to which Shares
are entitled with respect to such Shares, until the date of the issuance to the
Participant of a stock certificate evidencing such Shares.


 


9.2           No
Right to Continued Employment. Nothing in this Option Agreement shall
confer upon a Participant who is an employee of the Company or any of its
subsidiaries any right


 


2
















 


to continue in the employ of the Company or any of its subsidiaries or
to interfere in any way with the right of the Company or any of its
subsidiaries to terminate the Participant’s employment at any time.


 


Section 10.  Miscellaneous Provisions.


 


10.1         Notices.  All notices, requests and demands to or upon
a party hereto shall be in writing and shall be deemed to have been duly given
when delivered by hand or three days after being deposited in the mail, postage
prepaid or, in the case of facsimile notice, when received, addressed as
follows or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.


 


	
  If to the Company, to
  the following address:

  
	
   

  
	
   

  	
  MortgageIT Holdings, Inc.

  
	
   

  	
  33 Maiden Lane, 6th
  Floor

  
	
   

  	
  New York, NY 
  10038

  
	
   

  	
  Attn: Doug W. Naidus,

  
	
   

  	
  Chairman of the Board and

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
  Facsimile: 
  (212) 651-7623

  
				



 


If to the Participant, to the address or facsimile
number as shown on the signature page hereto.


 


10.2         Amendment.  This Option Agreement may be amended only by
a writing executed by the parties hereto that specifically states that it is
amending this Option Agreement.


 


10.3         Governing
Law. This Option Agreement shall be construed and interpreted in accordance
with and governed by the laws of the State of Maryland,  other than the conflict of laws provisions
of such laws.


 


10.4         Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Option Agreement.


 


10.5         Construction.  The construction of this Option Agreement is
vested in the Board, and the Board’s construction shall be final and conclusive
on all persons.


 


3
















 


IN WITNESS WHEREOF,
this Option Agreement has been executed and delivered by the parties hereto.


 


 


	
  PARTICIPANT

  	
  MORTGAGEIT HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
    Name:

  	
    Name:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Telephone number:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    Facsimile:

  	
   

  
					



 


4