Unassociated Document


  
     

    
      
        Exhibit
10.35

      

    

     

    
      AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

       

      I,
Stephen D. Plavin, agree to the terms and conditions of employment with Capital
Trust, Inc. (the “Company”) set forth
in this Employment Agreement (this “Agreement”) dated as
of December 28, 2005 (“Original Effective Date”), and
amended and restated as of January 1, 2009 (“Effective Date”).

       

      1.           Term of
Employment.

       

      (a)           Term.  My employment
under this restated Agreement shall commence effective as of the Effective Date
and shall end on December 31, 2009 (as extended, if at all pursuant to Section
1(b) hereof, “Expiration Date”) or
such earlier date on which my employment is terminated under Section 5 of
this Agreement (the period from the Effective Date through the Expiration Date,
or such earlier termination as provided for herein being referred to herein as
the “Term”).  If
the Company continues to employ me beyond the Expiration Date without entering
into a written agreement extending the term of this Agreement, except as
provided in a new written employment agreement between the Company and me, I
shall continue to receive the base salary in effect as of the Expiration Date
for as long as I remain employed by the Company, but all other obligations and
rights under this Agreement shall prospectively lapse as of the Expiration Date,
except my right to payment of compensation accrued or earned prior to the
Expiration Date or any other rights which by their terms extend beyond the
Expiration Date, including the Company’s ongoing indemnification obligation
under Section 4, any post-termination payment provisions under
Section 5(a), my confidentiality and other obligations under
Section 6, and our mutual arbitration obligations under Section 8, and
I thereafter shall be an at-will employee of the Company.

       

      2.           Nature of Duties.  I
shall be the Company’s Chief Operating Officer and shall have all of the
customary powers and duties associated with that position.  I shall
manage the origination, closing, and asset management for all of the Company’s
(including controlled affiliates and subsidiaries acquired or established during
the term of the Agreement) subordinate real estate loan and securities
investment activities.  All of the employees engaged in such
activities shall (directly or indirectly) report to me.  I shall
report directly to the Company’s Chief Executive Officer (“CEO”), and shall
devote my full business time and effort to the performance of my duties for the
Company.  I shall be subject to the Company’s policies, procedures and
approval practices, as generally in effect from time to time and made known to
me, to the extent consistent with this Agreement.  I shall not, while
employed by the Company, engage in, accept employment from or provide services
to any other person, firm, corporation, governmental agency or other entity;
provided, however, that subject to Section 6(c) hereof, I may
(a) devote a reasonable amount of time to civic activities and
(b) maintain not more than two outside board positions with companies which
do not compete with the Company, subject to the prior consent of the Company’s
Board of Directors (“Board”), which
consent shall not be unreasonably withheld, provided that such activities do not
conflict with or detract from my diligent performance of my duties
hereunder.

       

      3.           Place of
Performance.  I shall be based in New York City, except for
required travel on the Company’s business.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4.           Compensation and Related
Matters.

       

      (a)           Base Salary.  The
Company shall pay me base salary at an annual rate of $500,000 for the calendar
year 2009, subject to future upward adjustments at the discretion of the
Board.  My base salary shall be paid in conformity with the Company’s
salary payment practices generally applicable to senior Company executives
(which shall be not less often than monthly).

       

      (b)           Annual Bonuses; Annual Long Term
Equity Incentive Grants.  The Company shall pay me annual
bonuses and grant me annual long term equity incentives, determined as
follows:

       

      (i)              Intentionally
left blank.

       

      (ii)              For
each calendar year of the Term commencing with January 1, 2009, I shall receive
pursuant to Section 10(b) of the Company’s 2007 Long Term Incentive Plan (the
“LTIP”), a
Performance Compensation Award grant that provides for an annual cash bonus
opportunity for that calendar year ranging from 100% of my base salary at
threshold performance to 200% of my base salary at maximum performance (with a
target of 150% of my base salary at target performance) achieved in respect of
Annual Performance Measures (as defined below) established for the calendar year
as the Performance Period.  Before March 31 of each such calendar
year, the Performance Measures containing threshold, target and maximum
performance criteria shall be set by the Compensation Committee of the Board
(the “Compensation
Committee”), but only after consultation with me in advance and only when
the performance measures are substantially uncertain to be satisfied (the “Annual Performance
Measures”).  Any cash bonus earned pursuant to such Performance
Compensation Award shall be paid as promptly as practicable following the end of
each calendar year during the Term, but not later than the March 15th
immediately following the end of the calendar year to which the bonus
relates..

       

      (iii)              I
shall be eligible for such other bonuses and other incentive compensation under
bonus and incentive stock plans (including plans that provide for performance
compensation tied to carried interest and incentive investment management fees
from funds under management) generally available to other senior Company
executives as the Compensation Committee determines in its sole
discretion.  The Company shall pay such bonuses or incentive
compensation as promptly as practicable following the end of each calendar year
during the Term, but not later than the March 15th immediately following such
calendar year to which the bonus relates.

       

      


      (c)           Additional, Restricted Stock, and
Incentive Plans.

       

      (i)              As
of the Original Effective Date, pursuant to the 2004 Long Term Incentive Plan,
the Company granted to me 90,000 Restricted Shares of Class A common stock of
the Company (the “Initial
Grant”).

       

      
        
          
          

        

        
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      (ii)              If
the Company exercises its option to extend the Expiration Date to December 31,
2009 under Section 1(b), above, the Company shall grant to me on or about
January 1, 2009, pursuant to the LTIP, an additional 30,000 Restricted Shares of
Class A common stock of the Company (the “Additional
Grant”).  The Additional Grant shall (unless my employment has
terminated or as otherwise provided for herein) vest as
follows:  (I) 50% of the shares shall vest on December 31, 2009,
and (II) 50% of the shares shall be structured as a “Performance
Compensation Award” pursuant to Section 10(b) of the LTIP, and shall vest on
December 31, 2009, subject to satisfaction of the Grant Performance Hurdle,
measured for the one-year period commencing on January 1, 2009 and ending on
December 31, 2009.  For the purpose of calculating whether the Grant
Performance Hurdle has been achieved, the starting and ending share price shall
be determined based on the average closing price of the Class A common stock of
the Company for the ten trading day periods which end on 1/1/09 and 12/31/09.
All dividends that are earned and accrue with respect to all vested and unvested
Restricted Shares issued pursuant to the Additional Grant shall be paid to me
upon issuance.

       

      (d)           Performance Compensation
Award.  As of the Original Effective Date, pursuant to the
LTIP, the Company granted to me a Performance Compensation Award that provides
for cash payments to me equal to 2% of any payments received by the Company as
incentive management fees paid by CT Mezzanine Partners III, Inc. (“Fund III”)
(representing 5% of the fees allocated to employees of the
Company).  The Performance Compensation Award shall (unless otherwise
provided for herein) vest as follows: 65% shall be vested as of the Effective
Date and the remaining 35% shall be vested upon the Company’s receipt of the
incentive management fees.

       

      (e)           Standard
Benefits.  During my employment, I shall be entitled to
participate in all employee benefit plans and programs, including paid
vacations, to the same extent generally available to other senior Company
executives, in accordance with the terms of those plans and programs, including,
without limitation, continued coverage for me under the term life insurance
policy as in effect immediately prior to the Effective Date. Where applicable, I
shall apply for all reimbursements hereunder for a particular calendar year not
later than forty-five (45) days after it ends, and payment shall occur not later
than March 15 immediately following the end of the calendar year to which the
reimburseable expense relates.

       

      (f)           Indemnification.  The
Company shall extend to me the same indemnification arrangements as are
generally provided to other senior Company executives, including after the
termination of my employment.  Notwithstanding the foregoing, during
the Term, the Company shall continue in effect, at a minimum, the same level of
indemnification and the same level of Directors and Officers insurance coverage
as were in effect immediately prior to the Effective Date.

       

      (g)           Expenses.  I shall
be entitled to receive prompt reimbursement, which the Company shall make within
two and one-half months after I submit adequate documentation, for all
reasonable and customary travel and business expenses I incur in connection with
my employment but I must incur and account for those expenses in accordance with
the policies and procedures established by the Company. In any event, I shall
apply for all reimbursements hereunder for a particular calendar year not later
than forty-five (45) days after it ends, and payment shall occur not later than
March 15 immediately following the end of the calendar year to which the
reimbursable expense relates.

       

      
        
          
          

        

        
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      (h)           Sarbanes-Oxley Act Loan
Prohibition.  To the extent that any Company benefit, program,
practice, arrangement, or this Agreement would or might otherwise result in my
receipt of an illegal loan (“Loan”), the Company
shall use reasonable efforts to provide me with a substitute for the Loan that
is lawful and of at least equal value to me.

       

      5.           Separation From
Service.

       

      (a)           Rights and
Duties.  If I experience a Separation from Service (as defined
in Section 5(b) below, I shall be entitled to the amounts or benefits shown on
the applicable row of the following table, subject to the balance of this
Section 5 and to the terms and conditions set forth in Section 13,
below.  The Company and I shall have no further obligations to each
other, except the Company’s ongoing indemnification obligation under
Section 4, my confidentiality and other obligations under Section 6,
and our mutual arbitration obligations under Section 8, or as set forth in
any written agreement I subsequently enter into with the Company.

       

      
        
          
            
              
                
                  
                    	
                            DISCHARGE

                            FOR
      CAUSE

                          	
                            Payment
      or provision when due of (1) any unpaid base salary, expense
      reimbursements, and vacation days accrued prior to termination of
      employment, and (2) other unpaid vested amounts or benefits under
      Company compensation, incentive, and benefit plans (including, without
      limitation vested interests I may have with respect to Fund II and Fund
      III or any previous grant of equity).  In addition, I may
      continue to exercise my vested options for up to the earlier of (a) the
      expiration date of such options or (b) the date 90 days following my
      termination.

                          
	
                            DISABILITY

                          	
                            Same
      as for “Discharge for Cause” EXCEPT that (I) I shall be entitled to
      receive a lump sum payment equal to six months of  my base
      salary, less any payments I receive under any state-mandated or other
      disability insurance policy for six months , (II) I shall be entitled
      to receive a pro-rated bonus determined for the year in which my
      disability became effective hereunder, and calculated at “target,” which
      shall be paid as promptly as practicable following my Separation from
      Service, but not later than the March 15th immediately following the
      calendar year of my Separation from Service.  (III) the
      Company shall pay the COBRA premiums associated with continuing medical
      insurance coverage for my benefit and the benefit of my spouse and
      dependent children for one year following my disability effective date,
      and (IV) I will continue to vest for one year following my disability
      effective date in all awards previously granted to me, and in determining
      the Grant Performance Hurdle for any remaining performance vesting period,
      I will be credited with the shareholder return for the full year preceding
      the year of my disability effective date.  In addition, I may
      continue to exercise my options that vested on or before my Separation
      from Service for up to one year following my Separation from Service, or
      if later, up until the expiration date of such
  options.

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
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                        DISCHARGE
      OTHER THAN

                        FOR
      CAUSE

                        OR

                        DISABILITY

                      	
                        Same
      as for “Discharge for Cause” EXCEPT that, in exchange for my execution of
      a release in accordance with this section, (1) I shall be entitled to
      receive a lump-sum payment equal to the greater of (x) the sum of my base
      salary and cash bonus payable  through December 31, 2009 (with
      the cash bonus based on target and assuming the satisfaction of all Annual
      Performance Measures or (y) 1.5 times the sum of (I) my base salary then
      payable and (II) the highest annual bonus paid to me during the Term,
      (2) all restricted stock grants made prior thereto and the Initial
      Grant shall immediately vest in full, (3) the Performance
      Compensation Award described in Section 4(d), above, shall immediately
      vest in full, (4) I may continue to exercise my options that vested on or
      before my Separation from Service for up to one year following my
      discharge or, if later, up until the expiration date of such options, and
      (5) the Company shall pay the COBRA premiums associated with
      continuing medical insurance coverage for my benefit and the benefit of my
      spouse and dependent children for 18 months following my date of discharge
      or such earlier time I shall obtain comparable coverage through another
      employer.

                         

                         

                        All
      payments made pursuant to this provision shall be made as promptly as
      practicable following my Separation from Service, but not later than the
      March 15th immediately following the year of my Separation from
      Service.

                         

                         

                         

                        In
      addition, if the Company exercises its option to extend the Expiration
      Date to December 31, 2010 under Section 1(b), above, and I am discharged
      other than for Cause or Disability between January 1, 2010 and December
      31, 2010, the Additional Grant shall immediately vest in
    full.

                      
	
                        RESIGNATION
      WITHOUT GOOD REASON

                      	
                        Same
      as for “Discharge for Cause.”

                      
	
                        RESIGNATION
      WITH GOOD REASON

                      	
                        Same
      as for “Discharge Other Than for Cause or
  Disability.”

                      


              

            

          

        

      

       

      
        
          
          

        

        
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                                DEATH

                              	
                                Same
      as for “Discharge for Cause” EXCEPT that (1) my legal representative
      shall be entitled to receive any death benefits payable under the life
      insurance maintained on my behalf by the Company as well as any earned but
      as of yet unpaid bonus amounts from the year preceding the date of my
      death, (2) any equity and performance compensation awards I have
      shall continue to vest for one year following the date of my death, and in
      determining the Grant Performance Hurdle for any remaining performance
      vesting period, my estate will be credited with the shareholder return for
      the full year preceding the year of my death, (3) the Company shall
      pay the COBRA premiums associated with continuing medical insurance
      coverage for the benefit of my spouse and dependent children for one year
      following my date of death, and (4) my options that vested on or before my
      death may continue to be exercised for up to one year following my death,
      or if later, up until the expiration date of such
  options.

                              


                      

                    

                  

                

              

            

          

        

      

      


       

      (b)           Separation from
Service.  As determined by the Company in accordance with
Treas. Reg. §1.409A-1(h), a Separation from Service shall occur when the facts
and circumstances indicate that the Company and I reasonably anticipate that
either (i) no further services will be performed for the Company after a certain
date, or (ii) that the level of bona fide services I will perform for the
Company after such date (whether as an employee or as an independent contractor)
will permanently decrease to no more than 20% of the average level of bona fide
services performed by me (whether as an employee or an independent contractor)
over the immediately preceding 36-month period (or the full period of services
to the Company if I have been providing services to the Company for less than 36
months).

       

      If I am on military leave,
sick leave, or other bona fide leave of absence, the
employment relationship between the Company and I shall be treated as continuing
intact, provided that the period of such leave does not exceed six months, or if
longer, so long as I retain a right to reemployment with the Company under an
applicable statute or by contract. If the period of a military leave, sick
leave, or other bona fide leave of absence exceeds 6 months and the I do not retain a
right to reemployment under an applicable statute or by contract, the employment
relationship shall be considered to be terminated for purposes of this Agreement
as of the first day immediately following the end of such 6-month period. In
applying the provisions of this paragraph, a leave of absence shall be
considered a bona fide leave of absence only if there is a reasonable
expectation that I will return to perform services for the Company.
Notwithstanding the foregoing, where a leave of absence is due to any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than 6
months, where such impairment causes me to be unable to perform the duties of my
position of employment or any substantially similar position of employment, a
29-month period of absence may be substituted for such 6-month
period.

       

      (c)           Discharge for Cause. The
Company may terminate my employment at any time if the Board has Cause to
terminate me. “Cause” shall include,
but not be limited to:

       

      
        
          
          

        

        
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      (i)              Fraud and
Dishonesty.  My commission of a willful act of fraud,
embezzlement or misappropriation of any money or properties of the Company or
its affiliates (other than an insubstantial and unintentional misappropriation
that has been remedied within 10 days after the Company provides me with notice
of such misappropriation).

       

      (ii)              Criminal Act.  My
conviction of a felony or any material violation of any federal or state
securities law (whether by plea of nolo contendere or otherwise)
or my being enjoined from violating any federal or state securities law or being
determined to have violated any such law.

       

      (iii)              Reckless
Conduct.  My engaging in willful or reckless misconduct in
connection with any property or activity, the purpose or effect of which
materially and adversely affects the Company and/or its subsidiaries and
affiliates, and/or their predecessors and successors (collectively, the “Group”).

       

      (iv)              Substance Abuse.  My
repeated and intemperate use of alcohol or illegal drugs after written notice
from the Board that such use, if continued, would result in the termination of
my employment hereunder.

       

      (v)              Breach of
Agreement.  My failure to cure my material breach of any of my
obligations under this Agreement (other than by reason of physical or mental
illness, injury, or condition) after having received 10 days’ notice from the
Board of the breach.

       

      (vi)              Barred from
Office.  My becoming barred or prohibited by the SEC from
holding my position with the Company.

       

      (vii)              Material Breach of Company Policy or
Code of Ethics.  My material breach of any Company policy
(provided that I have been provided with a copy of or access to, or am otherwise
aware of, the policy) or of the Company’s Code of Ethics.

       

      (viii)              Failure to Perform
Duties.  My continued failure or refusal to perform any
material duty or responsibility under this Agreement (other than by reason of
physical or mental illness, injury, or condition) after having received 10 days’
notice from the Board.

       

      (d)           Termination for
Disability.  Except as prohibited by applicable law, the
Company may terminate my employment on account of Disability, or may transfer me
to inactive employment status, which shall have the same effect under this
Agreement as a termination for Disability.  “Disability” means a
physical or mental illness, injury, or condition that prevents me from
performing substantially all of my duties under this Agreement for at least 120
consecutive calendar days or for at least 180 calendar days, whether or not
consecutive, in any 365 calendar day period, and can or is likely to do so, as
certified by a physician selected by the Board.

       

      
        
          
          

        

        
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      (e)           Discharge Other Than for Cause or
Disability.  The Company may terminate my employment at any
time for any reason, and without advance notice.  If I am terminated
by the Company other than for Cause under Section 5(b) or Disability under
Section 5(c), I will only receive the special benefits provided for a
Discharge other than for Cause or Disability under Section 5(a) if I sign a
separation agreement and general release in the form attached hereto as Schedule
A and do not thereafter revoke the release.

       

      (f)           Resignation.  If I
resign other than for Good Reason, the Company may accept my resignation
effective on the date set forth in my notice or any earlier date. If I resign
other than for Good Reason, I agree that the Restricted Period (as defined in
Section 6(b)) shall begin on the date of my resignation.  If I
resign for Good Reason, my employment will end on my last date of work and I
will receive the benefits to which I am entitled under Section 5(a), but
only if I sign the separation agreement and general release described in
Section 5(d), above, and I do not thereafter revoke the
release.  “Good Reason” means
that, without my express written consent and through no fault of my own, one or
more of the following events occurred after my execution of this
Agreement:

       

      (i)              Demotion.  I am
assigned any duties, responsibilities or title materially inconsistent with my
rights under this Agreement.

       

      (ii)              Compensation
Reduction.  My “base compensation” (within the meaning of Code
Section 409A) provided for under this Agreement is materially reduced (other
than any reduction resulting from the good faith application by the Compensation
Committee of performance factors under the LTIP).

       

      (iii)              Relocation.  The
Company requires me, without my consent, to be based at any office or location
outside of a 40-mile radius of midtown Manhattan, New York, New
York.

       

      (iv)              Breach of
Promise.  The Company fails to cure its material breach of this
Agreement within thirty business days after I give it written notice
thereof.

       

      (v)              Discontinuance of
Benefits.  The Company stops providing me with compensation and
benefits that, in the aggregate, are substantially as valuable to me as those I
enjoyed immediately prior to the Effective Date other than a result of
across-the-board benefit reductions affecting all executives of similar status
employed by the Company and any entity in control of the Company.

       

      (vi)              Change of
Control.  The Company is involved in:

       

      (1)           a
merger or acquisition in which 50% or more of the Company’s voting stock
outstanding after the merger or acquisition is held by holders different from
those who held the Company’s voting stock immediately prior to such merger or
acquisition;

       

      (2)           the
sale, transfer or other disposition of all or substantially all of the assets of
the Company in liquidation or dissolution of the Company;

       

      
        
          
          

        

        
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      (3)           a
transfer of all or substantially all of the Company’s assets pursuant to a
partnership or joint venture agreement or similar arrangement where the
Company’s resulting interest is or becomes less than 50%;

       

      (4)           on
or after the Effective Date, a change in ownership of the Company through an
action or series of transactions, such that any person is or becomes the
beneficial owner, directly or indirectly, of 50% or more of the Company’s voting
stock; or

       

      (5)           a
change occurs in the composition of the Board during any one-year period such
that the individuals who, as of the beginning of such two-year period,
constitute the Board (such Board shall be hereinafter referred to as the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
Board; provided, however, that for purposes of this definition, any individual
who becomes a member of the Board subsequent to the beginning of the two-year
period, whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of those individuals
who are members of the Board and who were also members of the Incumbent Board
(or deemed to be such pursuant to this proviso) shall be considered as though
such individual were a member of the Incumbent Board; and provided further,
however, that any such individual whose initial assumption of office occurs as a
result of or in connection with a solicitation subject to Rule 14a-12(c) of
Regulation 14A promulgated under the Exchange Act of 1934, as amended, or other
actual or threatened solicitation of proxies or consents by or on behalf of an
entity other than the Board shall not be so considered as a member of the
Incumbent Board.

       

      (vii)              Notice of Prospective
Action.  I am officially notified (or it is officially
announced) that the Company will take any of the actions listed above during the
term of this Agreement.

       

      However, an event that is or would
constitute Good Reason shall cease to be Good Reason if: (1) I do not give
the Company written notice of my intent to terminate my employment within
45 days after the event occurs; (2) the Company reverses the action or
cures the default that constitutes Good Reason within 30 days after I notify it
in writing that Good Reason exists before I terminate employment; or (3) I was a
primary instigator of the Good Reason event and the circumstances make it
inappropriate for me to receive Good Reason resignation benefits under this
Agreement.

       

      (g)           Death.  If I die
while employed under this Agreement, the payments required by Section 5(a)
in the event of my death shall be made.

       

      
        
          
          

        

        
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      6.           Confidentiality and Other
Obligations.

       

      (a)           Confidential Information.
During the term of my employment, in exchange for my promises to use such
information solely for the Company’s benefit, the Company has provided and will
continue to provide me with Confidential Information concerning, among other
things, its business, operations, clients, investors, and business partners.
“Confidential
Information” refers to information not generally known by others in the
form in which it is used by the Company, and which gives the Company a
competitive advantage over other companies which do not have access to this
information, including secret, confidential, or proprietary information or trade
secrets of the Company and its subsidiaries and affiliates, conveyed orally or
reduced to a tangible form in any medium, including information concerning the
operations, future plans, customers, business models, strategies, and business
methods of the Company and its subsidiaries and affiliates, as well as
information about the Company’s active and prospective investors, clients and
business partners and their respective investment preferences, risk tolerances,
portfolio allocations and amounts, cash flow requirements, contact information,
and other information about how to best serve their needs and preferences.
“Confidential Information” does not include information that (i) I knew
prior to my employment with the Company, (ii) subsequently came into my
possession other than through my work for the Company and not as a result of a
breach of any duty owed to the Company, or (iii) is generally known within
the relevant industry.

       

      (b)           Promise Not to Disclose. I
promise never to use or disclose any Confidential Information before it has
become generally known within the relevant industry through no fault of my own.
I agree that this promise shall never expire.

       

      (c)           Promise Not to
Solicit.  Because my position enables me to learn Confidential
Information regarding the investors in the Company and its funds and how best to
serve them, I further agree that, during the “Restricted Period” (as defined
below) (1) as to any investor in the Company (or in any investment fund or
vehicle owned, managed, or established by the Company) with whom I had dealings
or about whom I acquired proprietary information during my employment, I will
not solicit or attempt to solicit (or assist others to solicit) the investor to
invest in or do business with any person, entity, or investment fund or vehicle
other than the Company (or its funds or vehicles); and (2) I will not
solicit or attempt to solicit (or assist others to solicit) for employment any
person who is, or within the preceding six months was, an officer, manager,
employee, or consultant of the Company. I agree that the restrictions set forth
in this paragraph should not prohibit me from engaging in my livelihood and do
not foreclose my working with investors not identified in this
paragraph.

       

      The “Restricted Period”
shall mean the period of my employment with the Company and:

      


      (i)          Eighteen
(18) months after my termination for Cause under Section 5(b), resignation
without Good Reason under Section 5(e), or resignation with Good Reason
under Section 5(e)(vi); and

      


      (ii)         Six
(6) months after my resignation with Good Reason under Section 5(e)(i) through
(v).

      


      (d)           Promise Not to Engage in Certain
Employment.  I agree that, during the Restricted Period, I will
not, without the prior written consent of the Board, accept any employment,
provide any services, advice or information; or assist or engage in any activity
(whether as an employee, consultant, or in any other capacity, whether paid or
unpaid) with (1) any specialty finance firm or investment management company
focused on commercial real estate-related debt instruments  or (2) any
business that, as of the date of my termination, directly competes with the
Company.

       

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

       

      (e)           Return of
Information.  When my employment with the Company ends, I will
promptly deliver to the Company, or, at its written instruction, destroy, all
documents, data, drawings, manuals, letters, notes, reports, electronic mail,
recordings, and copies thereof, of or pertaining to it or any other Group member
in my possession or control. In addition, during my employment with the Company
or the Group and thereafter, I agree to meet with Company personnel and, based
on knowledge or insights I gained during my employment with the Company and the
Group, answer any question they may have related to the Company or the
Group.

       

      (f)           Intellectual
Property.  Intellectual property (including such things as all
ideas, concepts, inventions, plans, developments, software, data,
configurations, materials (whether written or machine-readable), designs,
drawings, illustrations, and photographs, that may be protectable, in whole or
in part, under any patent, copyright, trademark, trade secret, or other
intellectual property law), developed, created, conceived, made, or reduced to
practice during my Company employment (except intellectual property that has no
relation to the Group or any Group customer that I developed, etc., purely on my
own time and at my own expense), shall be the sole and exclusive property of the
Company, and I hereby assign all my rights, title, and interest in any such
intellectual property to the Company.

       

      (g)           Enforcement of This
Section.  This section shall survive the termination of this
Agreement for any reason.  I acknowledge that (a) my services are
of a special, unique, and extraordinary character and it would be very difficult
or impossible to replace them, (b) this section’s terms are reasonable and
necessary to protect the Company’s legitimate interests, (c) this section’s
restrictions will not prevent me from earning or seeking a livelihood,
(d) this section’s restrictions shall apply wherever permitted by law, and
(e) my violation of any of this section’s terms would irreparably harm the
Company. Accordingly, I agree that, if I violate any of the provisions of this
section, the Company or any Group member may be entitled to seek, in addition to
other remedies available to it, an injunction to be issued by any court of
competent jurisdiction restraining me from committing or continuing any such
violation.

       

      7.           Notice.

       

      (a)           To the Company.  I
will send all communications to the Company in writing, by mail, hand delivery
or facsimile, addressed as follows (or in any other manner the Company notifies
me to use):

       

      Capital Trust, Inc.

      Attention:
Mr. John R. Klopp

      410 Park
Avenue, 14th Floor

      New York,
New York 10022

      Fax:
(212) 655-0044

      Tel.:
(212) 655-0220

       

      
        
          
          

        

        
          - 11
-

          
            

          

        

        
          
          

        

      

       

      
        	 	
                With
      copy to:

              	
                Martin
      L. Edelman, Esq.

              


      

      
        	
                 
      

              	
                Michael
      L. Zuppone, Esq.

              


      

      
        	
                 
      

              	
                Paul,
      Hastings, Janofsky & Walker LLP

              


      

      
        	
                 
      

              	
                75
      East 55th
      Street

              


      

      
        	
                 
      

              	
                New
      York, New York 10022-3205

              


      

       

      (b)           To
Me.  All communications from the Company to me relating to this
Agreement must be sent to me in writing at my Company office or in any other
manner I notify the Company to use.

       

      
        	 	
                With
      copy to:

              	
                
                  Stephan
      Bachelder, Esq.

                

              


      

      22 Free Street, Suite 201

      Portland,
Maine 04101-3900

      Tel:
(207) 761-8100

      


      (c)           Time Notice Deemed
Given.  Notice shall be deemed to have been given when
delivered or, if earlier (1) when mailed by United States certified or
registered mail, return receipt requested, postage prepaid, or (2) faxed
with confirmation of delivery, in either case, addressed as required in this
section.

       

      
        
          
          

        

        
          - 12
-

          
            

          

        

        
          
          

        

      

       

      8.           Registration Rights and Related
Assistance.  During the Term and for so long thereafter as I or
my estate directly or indirectly own class A common stock, stock options or
equity-based awards issued by the Company, and for so long as the Company’s
common stock is publicly traded, (A) the Company shall file with the Securities
and Exchange Commission and thereafter maintain the effectiveness of one or more
registration statements on Form S-8 (or any successor form) registering under
the Securities Act of 1933, as amended (the “1933 Act”), the offer
and sale of shares by the Company to me pursuant to stock options or other
equity-based awards granted to me under this Agreement, Company compensation
plans or otherwise and (B) to the extent that I (or my estate) determine to
engage in an exempt sale of any common stock or other securities of the Company,
the Company shall take all commercially reasonable steps to cooperate with and
assist me (or my estate) in connection with such sale.

       

      9.           Arbitration of
Disputes.  Except for the Company’s right to seek injunctive
relief in accordance with Section 6(g), above, all disputes between the
Company and me are to be resolved by final and binding arbitration in accordance
with the separate Arbitration Agreement attached as Schedule B to this
Agreement. This section shall remain in effect after the termination of this
Agreement.

       

      10.           Amendment.  No
provisions of this Agreement may be modified, waived, or discharged except by a
written document signed by a duly authorized Company officer and me. Thus, for
example, promotions, commendations, and/or bonuses shall not, by themselves,
modify, amend, or extend this Agreement. A waiver of any conditions or
provisions of this Agreement in a given instance shall not be deemed a waiver of
such conditions or provisions at any other time.

       

      11.           Interpretation; Exclusive
Forum.  The validity, interpretation, construction, and
performance of this Agreement shall be governed by the laws of the state of New
York (excluding any that mandate the use of another jurisdiction’s laws). Any
litigation, arbitration, or similar proceeding with respect to such matters only
may be brought within that state, and all parties to this Agreement consent to
that state’s jurisdiction and agree that venue anywhere in that state would be
proper.

       

      12.           Successors.  This
Agreement shall be binding upon, and shall inure to the benefit of, me and my
estate, but I may not assign or pledge this Agreement or any rights arising
under it, except to the extent permitted under the terms of the benefit and
compensation plans in which I participate.

       

      13.           Taxes.

       

      (a)           Generally.  I am
solely responsible for the payment of any tax liabilities (including any taxes
and penalties arising under Section 409A of the Internal Revenue Code (the
“Code”) that
may result from any payments or benefits that I receive pursuant to this
Agreement.  The Company shall not have any obligation to pay,
mitigate, or protect me from any such tax liabilities.

       

      
        
          
          

        

        
          - 13
-

          
            

          

        

        
          
          

        

      

       

      (b)           Section 409A Six-month Delay Rule.
 If, at the time of my Separation from Service I am a
"specified employee" (within the meaning of Code Section 409A and Treas. Reg.
§1.409A-3(i)(2)), the Company will not pay or provide any "Specified
Benefits" (as defined herein) until after the end of the sixth calendar month
beginning after my separation from service (the "409A Suspension Period").
For purposes of this Agreement, "Specified Benefits" are any amounts
or benefits that would be subject to Section 409A penalties if the Company
were to pay them, pursuant to this Agreement, on account of my separation
from service. Within 14 calendar days after the end of the 409A Suspension
Period, I shall be paid a lump sum payment in cash equal to any
Specified Benefits delayed because of the preceding sentence, without
interest. Thereafter, I shall receive any remaining payments or other
benefits as if there had not been an earlier delay.

       

      Interpretation and
Amendments.  This Agreement is
intended to comply with or be exempt
from Code Section
409A, and the Company shall have complete discretion to interpret and
construe this Agreement and any associated documents in any manner
that establishes an exemption from (or otherwise conforms them to) the
requirements of Section 409A.  If, for any reason including
imprecision in drafting, any Agreement provision
does not accurately reflect its intended establishment of an exemption
from or compliance with Code
Section 409A, as demonstrated by consistent interpretations or other
evidence of intent, the provision shall be considered ambiguous and shall be
interpreted by the Company in a fashion consistent herewith, as
determined in the sole and absolute discretion of
the Company. 

      


      (c)           Validity.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.

       

      14.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together shall constitute the same
instrument.

       

      15.           Entire
Agreement.  All oral or written agreements or representations,
express or implied, with respect to the subject matter of this Agreement are set
forth in this Agreement.  Notwithstanding the foregoing, I agree to
comply with the Company’s policies and Code of Ethics.

       

      


       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          - 14
-

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  I
      ACKNOWLEDGE THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND
      ME RELATING TO THE SUBJECTS COVERED IN THIS AGREEMENT ARE CONTAINED IN IT
      AND THAT I HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY AND NOT IN
      RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN
      THOSE CONTAINED IN THIS AGREEMENT ITSELF.

                   

                  I
      FURTHER ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I
      UNDERSTAND ALL OF IT, AND THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO
      DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED
      MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISHED TO DO SO. I UNDERSTAND
      THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY
      TRIAL.

                


        

      

      


       

      
        
          
            
              	 	
                      CAPITAL
      TRUST, INC.

                    	 
	 	 	 	 
	
                      Dated:  ______________

                    	
                      By: 

                    	/s/ John
      R. Klopp	 
	 	Name: 	John
      R. Klopp	 
	 	Title: 	Chief
      Executive Officer	 
	 	 	 	 


            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	 	 
	 	 	 	 
	
                          Dated:  ______________

                        	
                           

                        	/s/ Stephen
      D. Plavin	 
	 	 	
                          STEPHEN
      D. PLAVIN

                        	 
	 	 	 	 


                

              

            

          

        



       

      



      
        
           


        

        
          - 15
-

          
            

          

        

        
           


        

      


      SCHEDULE
A

      


      SEPARATION AGREEMENT AND
GENERAL
RELEASE

      


      This SEPARATION AGREEMENT AND GENERAL
RELEASE (“Release”) made this
___ day of _________, ____ by and between Capital Trust, Inc. (the “Company”) and Stephen
D. Plavin (“Executive”):

      


      In exchange for the mutual promises
exchanged herein and other good and valid consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:

      


      1. Employment
Termination

      


      Executive agrees that his employment
with the Company has ended or will end on [date].  Executive will be
entitled to those separation and other benefits as set forth in his Employment
Agreement with the Company dated as of [date].

      


      2. Claims Released

      


      In exchange for the benefits provided
herein, Executive irrevocably and unconditionally releases the Company, its
current or former parents, subsidiaries, or affiliates, their past, present, or
future employees or agents, their successors, their benefit plans and the
administrators of such plans (collectively, the “Released Parties”),
from all known or unknown claims that Executive presently may have arising out
of his employment with, or separation from, the Company, other than claims (i)
seeking enforcement of this Release, (ii) for vested awards or benefits under
the Company’s employee benefit plans, including the 2004 Long-Term Incentive
Plan and the Long-Term Incentive Plan, and (iii) to indemnification and coverage
under the Company’s directors and officers’ insurance policies (“Claims”).  The
Claims Executive is releasing include, without limitation, claims under the Age
Discrimination in Employment Act of 1967 (“ADEA”), Title VII of
the Civil Rights Act of 1964, the Americans with Disabilities Act, the Employee
Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Family
and Medical Leave Act, the New York State Human Rights Law; the New York City
Human Rights Law; or any other federal, state, or local common law, statute,
regulation, or law of any other type.  Executive acknowledges that he
is releasing Claims he knows he has and Claims he may not know he has, and
understands the significance of doing so.

      


      3. Pursuit
of Released Claims

      


      Executive agrees to withdraw with
prejudice all complaints or charges, if any, he has filed against any Released
Party with any agency or court.  Executive agrees that he will never
file any lawsuit or complaint against them based on the Claims purportedly
released in this Release.  Executive promises never to seek any
damages, remedies, or other relief for himself personally (any right to which he
hereby waives) by filing or prosecuting a charge with any administrative agency
with respect to any Claim purportedly released by this
Release.  Executive promises to request any administrative agency or
other body assuming jurisdiction of any such lawsuit, complaint, or charge to
withdraw from the matter or dismiss the matter with prejudice.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      4. Nonadmission
of Liability

      


      Executive agrees that this Release is
not an admission of guilt or wrongdoing by the Released Parties and acknowledges
that the Released Parties do not believe or admit that they have done anything
wrong.

      


      5. Confidentiality
and Non-Disparagement

      


      Executive agrees to keep the fact and
terms of this Release in strict confidence.  Executive agrees not to
disclose this document, its contents or subject matter to any person other than
his immediate family, attorney, accountant or income tax preparer, or otherwise
as required by law.  Executive agrees that he will not denigrate,
disparage, defame, impugn, or otherwise damage or assail the reputation or
integrity of the Company or any Released Party.

      


      6. Consideration
of Release

      


      Executive acknowledges that, before
signing this Release, he was given at least 21 calendar days to consider this
Release.  Executive waives any right he might have to additional time
beyond this consideration period within which to consider this
Release.  Executive acknowledges that: (a) he took advantage of that
time to consider this Release before signing it; (b) he carefully read this
Release; (c) he fully understands what this Release means; (d) he is entering
into it voluntarily; (e) he is receiving valuable consideration in exchange for
his execution of this Release that he would not otherwise be entitled to
receive; and (f) the Company, in writing, encouraged him to discuss this Release
with his attorney (at his own expense) before signing it, and that he did so to
the extent he deemed appropriate.  Executive may revoke his release of
claims under the ADEA within seven (7) days after he signs this Release, in
which case he will not be entitled to receive all of the benefits set forth
herein.

      


      7. Miscellaneous

      


      This Release sets forth the entire
agreement between Executive and the Company pertaining to the subject matter of
this Release.  This Release may not be modified or canceled in any
manner except by a writing signed by both Executive and an authorized Company
official.  Executive acknowledge that the Company has made no
representations or promises to him other than those in this
Release.  If any provision in this Release is found to be
unenforceable, all other provisions will remain fully enforceable.  It
is not necessary that the Company sign this Release for it to become binding on
both Executive and the Company.  This Release binds Executive’s heirs,
administrators, representatives, executors, successors, and assigns, and will
inure to the benefit of the Released Parties and their heirs, administrators,
representatives, executors, successors, and assigns.  This Release
shall be construed as a whole according to its fair meaning; it shall not be
construed strictly for or against Executive or the Released
Parties.  Unless the context indicates otherwise, the term "or" shall
be deemed to include the term "and" and the singular or plural number shall be
deemed to include the other.  Disputes under this Release are to be
resolved in accordance with the existing arbitration agreement between the
parties.  Except to the extent governed by federal law, this Release
shall be governed by the statutes and common law of the State of New York
(excluding any that mandate the use of another jurisdiction's
laws).  Section headings in this Agreement are included for
convenience of reference only and shall not be a part of this Agreement for any
other purpose.

       

      
      

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  TAKE
      THIS RELEASE HOME, READ IT, AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS
      BEFORE SIGNING IT.  THIS RELEASE INCLUDES A RELEASE OF KNOWN AND
      UNKNOWN CLAIMS.

                


        

      

       

      
         

        
          
            
              
                
                  
                    	 	
                            CAPITAL
      TRUST, INC.

                          	 
	 	 	 	 
	
                            Date:  ______________

                          	
                            By: 

                          	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	 	 
	 	 	 	 
	
                              Date:  ______________

                            	
                               

                            	 	 
	 	 	
                              STEPHEN
      D. PLAVIN

                            	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

       


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      SCHEDULE
B

       

       

      MUTUAL AGREEMENT TO
ARBITRATE CLAIMS

       

      I
recognize that differences may arise between Capital Trust, Inc. (the “Company”) and me
during or following my employment with the Company, and that those differences
may or may not be related to my employment.  I understand and agree
that by entering into this Agreement to Arbitrate Claims (“Agreement”), I
anticipate gaining the benefits of a speedy, impartial dispute-resolution
procedure.

       

      Except as
provided in this Agreement, the Federal Arbitration Act shall govern the
interpretation, enforcement and all proceedings pursuant to this
Agreement.  To the extent that the Federal Arbitration Act either is
inapplicable, or held not to require arbitration of a particular claim or
claims, New York law pertaining to agreements to arbitrate shall
apply.

       

      I
understand that any reference in this Agreement to the Company will be a
reference also to all of its subsidiary and affiliated entities, all benefit
plans, the benefit plans’ sponsors, fiduciaries, administrators, and affiliates,
and all successors and assigns of any of them.

       

      Claims
Covered by the Agreement

      The
Company and I mutually consent to the resolution by arbitration of all claims or
controversies (“claims”), past,
present or future, which arise, directly or indirectly, out of my employment (or
its termination) or the business of the Company, that the Company may have
against me or that I may have against the Company or against its officers,
directors, employees or agents in their capacity as such or
otherwise.  The claims covered by this Agreement include, but are not
limited to, claims for wages or other compensation due; claims for breach of any
contract or covenant (express or implied); tort claims; claims for
discrimination (including, but not limited to, race, sex, sexual orientation,
religion, national origin, age, marital status, or medical condition, handicap
or disability); and claims for violation of any federal, state, or other
governmental law, statute, regulation, or ordinance, except claims excluded
elsewhere in this Agreement.

       

      Except as
otherwise provided in this Agreement, both the Company and I agree that neither
of us shall initiate or prosecute any lawsuit or administrative action (other
than an administrative charge of discrimination to the EEOC or similar fair
employment practices agency, or an administrative charge within the jurisdiction
of the National Labor Relations Board or U.S. Department of Labor), in any way
related to any claim covered by this Agreement.

       

      Claims
Not Covered by the Agreement

      This
Agreement does not cover claims for workers’ compensation or unemployment
compensation benefits; or any claim as to which final and binding arbitration
cannot be required as a matter of law.

       

      Claims,
either by the Company or by me, seeking injunctive relief for alleged violations
of intellectual property rights and non-disclosure and non-solicitation
covenants also are not covered by this Agreement (although all other aspects of
such claims, including any claims for damages, are covered by this
Agreement).

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      Required
Notice of All Claims and Statute of Limitations

      The
Company and I agree that the aggrieved party must give written notice of any
claim to the other party no later than the applicable Statute of Limitations as
may be prescribed by law.

       

      Written
notice to the Company, or its officers, directors, employees or agents, shall be
sent to the addresses set forth in my Employment Agreement.  I will be
given written notice at the last address recorded in my personnel
file.

       

      The
written notice shall identify and describe the nature of all claims asserted and
the facts upon which such claims are based.  The notice shall be sent
to the other party by certified or registered mail, return receipt
requested.

       

      Representation

      Any party
may be represented by an attorney or other representative selected by the
party.

       

      Discovery

      Each
party shall have the right to take the deposition of three (3) individuals and
any expert witness designated by another party.  Each party also shall
have the right to make requests for production of documents to any
party.  The subpoena right specified below shall be applicable to
discovery pursuant to this paragraph.  Additional discovery may be had
where the arbitrator selected pursuant to this Agreement so orders, upon an
appropriate showing of justification.

       

      Designation
of Witnesses

      At least
30 days before the arbitration, the parties must exchange lists of witnesses,
including any expert, and copies of all exhibits intended to be used at the
arbitration.

       

      Subpoenas

      Each
party shall have the right to subpoena witnesses and documents for the
arbitration.

       

      Arbitration
Procedures

      The
arbitration will be held under the auspices of the American Arbitration
Association (“AAA”).

       

      The
Company and I agree that, except as provided in this Agreement, the arbitration
shall be in accordance with the AAA’s National Rules for Resolution of
Employment Disputes (or other then-current employment arbitration
procedures).  The arbitrator shall be either a retired judge, or an
attorney licensed to practice law in the state in which the arbitration is
convened and with demonstrated experience and expertise in executive
compensation matters (the “Arbitrator”).  The arbitration shall take
place in or near the city in which I am or was last employed by the
Company.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      The
Arbitrator shall be selected as follows.  The sponsoring organization
shall give each party a list of 11 arbitrators drawn from its panel of
employment dispute arbitrators.  Each party may strike all names on
the list it deems unacceptable.  If only one common name remains on
the lists of all parties, that individual shall be designated as the
Arbitrator.  If more than one common name remains on the lists of all
parties, the parties shall strike names alternately from the list of common
names until only one remains.  The party who did not initiate the
claim shall strike first.  If no common name exists on the lists of
all parties, the sponsoring organization shall furnish an additional list and
the process shall be repeated.  If no arbitrator has been selected
after two lists have been distributed, then the parties shall strike alternately
from a third list, with the party initiating the claim striking first, until
only one name remains.  That person shall be designated as the
Arbitrator.

       

      The
Arbitrator shall apply the substantive law (and the law of remedies, if
applicable) of the state in which the claim arose, or federal law, or both, as
applicable to the claim(s) asserted.  If the parties’ dispute concerns
a contract in which the parties have included a choice of law provision, the
Arbitrator shall apply the law as designated by the parties.  The
Arbitrator is without jurisdiction to apply any different substantive law, or
law of remedies.  The Arbitrator, and not any federal, state, or local
court or agency, shall have exclusive authority to resolve any dispute relating
to the interpretation, applicability, enforceability or formation of this
Agreement, including but not limited to any claim that all or any part of this
Agreement is void or voidable.  The arbitration shall be final and
binding upon the parties, except as provided in this Agreement.

       

      The
Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes and
is authorized to hold pre-hearing conferences by telephone or in person, as the
Arbitrator deems necessary.  The Arbitrator shall have the authority
to entertain a motion to dismiss and/or a motion for summary judgment by any
party and shall apply the standards governing such motions under the Federal
Rules of Civil Procedure.

       

      Either
party may obtain a court reporter to provide a stenographic record of
proceedings.

       

      Either
party, upon request at the close of hearing, shall be given leave to file a
post-hearing brief.  The time for filing such a brief shall be set by
the Arbitrator.

       

      The
Arbitrator shall render a written award and opinion in the form setting forth
his/her findings and conclusions.

       

      Either
party shall have the right, within 20 days of issuance of the Arbitrator’s
opinion, to file with the Arbitrator a motion to reconsider (accompanied by a
supporting brief), and the other party shall have 20 days from the date of the
motion to respond.  The Arbitrator thereupon shall reconsider the
issues raised by the motion and, promptly, either confirm or change the
decision, which (except as provided by this Agreement) shall then be final and
conclusive upon the parties.

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      Arbitration
Fees and Costs

      The
Company will be responsible for paying any filing fee and the fees and costs of
the Arbitrator and the arbitration; provided, however, that if I am the party
initiating the claim, I am responsible for contributing an amount equal to the
filing fee to initiate a claim in the court of general jurisdiction in the state
in which I am (or was last) employed by the Company.  Each party shall
pay for its own costs and attorneys’ fees, if any.  However, if any
party prevails on a statutory claim which affords the prevailing party
attorneys’ fees, or if there is a written agreement providing for fees, the
Arbitrator may award reasonable fees to the prevailing party, under the
standards for fee shifting provided by law.

       

      Judicial
Review

      Either
party may bring an action in any court of competent jurisdiction to compel
arbitration under this Agreement and to enforce an arbitration
award.

       

      Interstate
Commerce

      I
understand and agree that the Company is engaged in transactions involving
interstate commerce and that the Federal Arbitration Act applies to this
Agreement.

       

      Requirements
for Modification or Revocation

      This
Agreement to arbitrate shall survive the termination of my
employment.  It can only be revoked or modified by a writing signed by
the parties which specifically states an intent to revoke or modify this
Agreement.

       

      Sole
and Entire Agreement

      This is
the complete agreement of the parties on the subject of arbitration of
disputes.  This Agreement supersedes any prior or contemporaneous oral
or written understandings on the subject.  No party is relying on any
representations, oral or written, on the subject of the effect, enforceability
or meaning of this Agreement, except as specifically set forth in this
Agreement.

       

      Severability

      If any
provisions of this Agreement are adjudged to be void or otherwise unenforceable,
in whole or in part, such adjudication shall not affect the validity of the
remainder of the Agreement, as the parties hereto intend to create a binding
agreement to arbitrate regardless of the unenforceability of any particular term
or terms.

       

      Consideration

      The
promises by the Company and by me to arbitrate differences, rather than litigate
them before courts or other bodies, provide consideration for each
other.

       


      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


      Voluntary Agreement

      I
ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS
TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT
I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY
PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
AGREEMENT ITSELF.

      
      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      I
      UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A
      JURY TRIAL. 

                                    	
                                      Employee
      initials:

                                      _____________ 

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      I FURTHER
ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT
WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE
EXTENT I WISH TO DO SO.

      


      
         

        
          
            
              
                	 	
                        CAPITAL
      TRUST, INC.

                      	 
	 	 	 	 
	
                        
                          Dated:  December
      31, 2008

                        

                      	
                        By: 

                      	/s/ John
      R. Klopp	 
	 	Name: 	John
      R. Klopp	 
	 	Title: 	Chief
      Executive Officer	 
	 	 	 	 


              

            

          

        

         

        
          
            
              
                
                  
                    
                      	 	 	 
	 	 	 	 
	
                              
                                Dated:  December
      31, 2008

                              

                            	
                               

                            	/s/ Stephen
      D. Plavin	 
	 	 	
                              STEPHEN
      D. PLAVIN

                            	 
	 	 	 	 


                    

                  

                

              

            



        

      

      


      


      


      

        B-5