Exhibit 10.11
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
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Restricted Share Award Agreement
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Award No.
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You (the "Participant") are hereby awarded Restricted Shares
subject to the terms and conditions set forth in this Restricted Share Award
Agreement ("Award"), and in the Capital Trust, Inc. Amended and Restated 2004
Long-Term Incentive Plan (the "Plan"), which is attached as Exhibit A. A summary
of the Plan appears in its Prospectus, which is attached as Exhibit B. You
should carefully review these documents, and consult with your personal
financial advisor, in order to assure that you fully understand the terms,
conditions, and financial implications of this Award.
By executing this Award, you agree to be bound by all of the
Plan's terms and conditions as if they had been set out verbatim in this Award.
In addition, you recognize and agree that all determinations, interpretations,
or other actions respecting the Plan and this Award will be made by the Board of
Directors of Capital Trust, Inc. (the "Board") or the Committee that administers
the Plan pursuant to Section 4 of the Plan, and that such determinations,
interpretations or other actions are (unless arbitrary and capricious) final,
conclusive and binding upon all parties, including you, your heirs, and
representatives. Capitalized terms are defined in the Plan or in this Award.
1. Specific Terms. Your Restricted Shares have the following terms:
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Name of Participant
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Date of Award
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Number of Shares
Subject to Award
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Purchase Price per
Share (if applicable)
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Vesting
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Lifetime Transfer
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2. Issuance of Shares. All Shares subject to this Award will be issued
as of the Date of Award, but the stock certificates evidencing the Shares will
bear the following legend that shall remain in place and effective until all
vesting restrictions lapse and new certificates are issued pursuant to Section 4
below:
"The sale or other transfer of the Shares represented by this
certificate, whether voluntary, involuntary, or by operation of law,
is subject to certain restrictions on
Restricted Share Award Agreement
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2
transfer set forth in the Amended and Restated 2004 Long-Term
Incentive Plan of Capital Trust, Inc., in the rules and
administrative procedures adopted pursuant to such Plan, and in a
related Award Agreement. A copy of the Plan, such rules and
procedures and such Award Agreement may be obtained from the
Secretary of Capital Trust, Inc."
3. Unvested Shares. You are reflected as the owner of record of the
Shares subject to this Award on the Company's books and records. The Company
will hold the stock certificate for safekeeping until the Shares subject to this
Award become vested and nonforfeitable. You must deliver to the Company, as soon
as practicable after the Date of Award, a stock power, endorsed in blank, with
respect to the Shares subject to this Award. If you forfeit any Shares subject
to this Award, the stock power will be used to return the certificates for the
forfeited Shares to the Company's transfer agent for cancellation. As the owner
of record of the Shares subject to this Award, you are entitled to all rights of
a stockholder of the Company, including the right to vote the Shares and the
right to payment of any cash dividends or other distributions (including those
paid in stock) declared or paid following the Date of Award and to the extent
paid in stock, such stock shall be subject to the same restrictions contained in
Section 2, subject in each case to the treatment of the Award upon termination
of employment before the particular record date for determining shareholders of
record entitled to payment of the dividend or distribution.
4. Lapse of Vesting Restrictions. As vesting restrictions lapse and you
are entitled to receive the Shares so vested, the Company shall cause new stock
certificates for such Shares to be delivered to you, with such legends that the
Company determines to be appropriate. New certificates shall not be delivered to
you unless you have made arrangements satisfactory to the Committee to satisfy
tax-withholding obligations.
5. Section 83(b) Election Notice. If you make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, with respect to the
Shares underlying your Restricted Shares (a "Section 83(b) election"), you agree
to provide a copy of such election to the Company within 10 days after filing
that election with the Internal Revenue Service. Exhibit C contains a suggested
form of Section 83(b) election.
6. Designation of Beneficiary. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award, you may
expressly designate a beneficiary (the "Beneficiary") to your interest, if any,
in the Restricted Shares awarded hereby. You shall designate the Beneficiary by
completing and executing a designation of beneficiary agreement substantially in
the form attached hereto as Exhibit D (the "Designation of Beneficiary") and
delivering an executed copy of the Designation of Beneficiary to the Company.
You may, at any time, change or revoke such designation. A Beneficiary
designation, or revocation of a prior Beneficiary designation, shall be
effective only if it is made in writing on a form provided by the Company,
signed by you and received by the Company. If you do not designate a Beneficiary
or the Beneficiary dies prior to having received all Shares due under the Award,
such Shares shall be paid to your estate.
7. Deferral Election. You may irrevocably elect to defer the receipt of
all or a percentage of the Shares that would otherwise be issued to you on the
vesting of this Award. A copy of the form which you may use to make a deferral
election may be obtained from the Company.
Restricted Share Award Agreement
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3
Notwithstanding the foregoing, Shares which have been subject to a Section 83(b)
election are not eligible for deferral.
8. Transfer. This Award may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.
9. Notices. Any notice, payment or communication required or permitted
to be given by any provision of this Award shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows:
(a) if to the Company, at the address set forth on the signature
page, to the attention of: Committee administering the Capital
Trust, Inc. Amended and Restated 2004 Long-Term Incentive Plan;
or
(b) if to you, at the address set forth below your signature on the
signature page.
Each party may, from time to time, by notice to the other party hereto, specify
a new address for delivery of notices relating to this Award. Any such notice
shall be deemed to be given as of the date such notice is personally delivered
or properly mailed.
10. Binding Effect. Except as otherwise provided in this Award or in the
Plan, every covenant, term, and provision of this Award shall be binding upon
and inure to the benefit of the parties hereto and their respective
beneficiaries, heirs, legatees, legal representatives, successors, transferees,
and assigns.
11. Modifications. This Award may be modified or amended at any time by
the Committee, provided that your consent must be obtained for any modification
that adversely alters or impairs any rights or obligations under this Award,
unless there is an express Plan provision permitting the Committee to act
unilaterally to make the modification.
12. Headings. Headings shall be ignored in interpreting this Award.
13. Not a Contract of Employment. By executing this Award, you
acknowledge and agree that (i) any person who is terminated before full vesting
of an award, such as the one granted to you by this Award, could claim that he
or she was terminated to preclude vesting; (ii) you promise never to make such a
claim; (iii) nothing in this Award or the Plan confers on you any right to
continue an employment, service or consulting relationship with the Company, nor
shall it affect in any way your right or the Company's right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements. You also acknowledge that your rights
upon a termination of employment with respect to this Award will be determined
in accordance with Section 8(b) of the Plan.
14. Severability. Subject to one exception, every provision of this Award
and the Plan is intended to be severable, and if any provision of the Plan or
this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to
Restricted Share Award Agreement
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4
be fully effective. The only exception is that this Award shall be unenforceable
if any provision of the preceding section is illegal, invalid, or unenforceable.
15. Governing Law. The laws of the State of New York shall govern the
validity of this Award, the construction of its terms, and the interpretation of
the rights and duties of the parties hereto. Any suit with respect to the Award
will be brought in the federal or state courts in the districts which include
New York City, New York, and you agree and submit to the personal jurisdiction
and venue thereof.
16. Income Taxes and Deferral. You are solely responsible and liable for
the satisfaction of all taxes and penalties that may arise in connection with
this Award (including any taxes arising under Section 409A of the Code), and the
Company shall not have any obligation to indemnify or otherwise hold you
harmless from any or all of such taxes. To the extent your Award is not deferred
and vested before January 1, 2005, the Administrator shall have the discretion
to unilaterally modify your Award in a manner that (i) conforms with the
requirements of Section 409A of the Code, (ii) that voids any Participant
election to the extent it would violate Section 409A of the Code, and (iii) for
any distribution election that would violate Section 409A of the Code, to make
distributions pursuant to the Award at the earliest to occur of a distribution
event that is allowable under Section 409A of the Code or any distribution event
that is both allowable under Section 409A of the Code and is elected by the
Participant, subject to any second election to defer, provided that the
Administrator permits second elections to defer in accordance with Section
409A(a)(4)(C) of the Code. The Administrator shall have the sole discretion to
interpret the requirements of the Code, including Section 409A, for purposes of
the Plan and your Award.
17. Counterparts. This Award may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.
[SIGNATURE PAGE FOLLOWS]
Restricted Share Award Agreement
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 5
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Shares are awarded
under and governed by the terms and conditions of this Award and the Plan.
CAPITAL TRUST, INC.
By: _____________________________________
A duly authorized Director or Officer
Address: 000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
The undersigned hereby accepts the terms of this Award and the Plan.
____________________________________________
Address: ________________________________
________________________________
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
Exhibit A
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Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM INCENTIVE PLAN
Exhibit B
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Prospectus
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN
Exhibit C
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Section 83(b) Election Form
Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO
MAKE A SECTION 83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE
RESTRICTED SHARES COVERED BY THE ELECTION WERE TRANSFERRED TO YOU. In order to
make the election, you must completely fill out the attached form and file one
copy with the Internal Revenue Service office where you file your tax return. In
addition, one copy of the statement also must be submitted with your income tax
return for the taxable year in which you make this election. Finally, you also
must submit a copy of the election form to the Company within 10 days after
filing that election with the Internal Revenue Service. A Section 83(b) election
normally cannot be revoked.
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN
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Election to Include Value of Restricted Shares in Gross Income
in Year of Transfer Under Internal Revenue Code Section 83(b)
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Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.
1. My General Information:
Name: __________________________________
Address: __________________________________
__________________________________
S.S.N.
or T.I.N.: ____________________________
2. Description of the property with respect to which I am making this
election:
____________________ shares of ___________ stock of Capital
Trust, Inc. (the "Restricted Shares").
3. The Restricted Shares were transferred to me on ______________ ___,
20__. This election relates to the 20____ calendar taxable year.
4. The Restricted Shares are subject to the following restrictions:
The Restricted Shares are forfeitable until they are earned in
accordance with Section 8 of the Capital Trust, Inc. Amended and
Restated 2004 Long-Term Incentive Plan ("Plan"), the Restricted
Shares Award Agreement ("Award"), or other award agreement or
Plan provisions. The Restricted Shares generally are not
transferable until my interest becomes vested and nonforfeitable,
pursuant to the Award and the Plan.
5. Fair market value:
The fair market value at the time of transfer (determined without
regard to any restrictions other than restrictions which by their
terms never will lapse) of the Restricted Shares with respect to
which I am making this election is $_____ per share.
6. Amount paid for Restricted Shares:
The amount I paid for the Restricted Shares is $____ per share.
7. Furnishing statement to employer:
A copy of this statement has been furnished to my employer,
___________________. If the transferor of the Restricted Shares
is not my employer, that entity also has been furnished with a
copy of this statement.
8. Award or Plan not affected:
Nothing contained herein shall be held to change any of the terms
or conditions of the Award or the Plan.
Dated: ____________ __, 20__.
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Taxpayer
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN
Exhibit D
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Designation of Beneficiary Form
In connection with the RESTRICTED SHARE AWARD AGREEMENT (the "Award")
entered into on _____________ ___, 20__ between Capital Trust, Inc. (the
"Company") and _______________, an individual residing at ___________________
(the "Recipient"), the Recipient hereby designates the person specified below as
the beneficiary of the Recipient's interest in Restricted Shares (as defined in
the Company's Amended and Restated 2004 Long-Term Incentive Plan) awarded
pursuant to the Award. This designation shall remain in effect until revoked in
writing by the Recipient.
Name of Beneficiary: _________________________________
Address: _________________________________
_________________________________
_________________________________
Social Security No.: _________________________________
The Recipient understands that this designation operates to entitle
the above-named beneficiary to the rights conferred by the Award from the date
this form is delivered to the Company until such date as this designation is
revoked in writing by the Recipient, including by delivery to the Company of a
written designation of beneficiary executed by the Recipient on a later date.
Date: _________________________________
By: _________________________________
[Recipient Signature]
Sworn to before me this
____ day of ____________, 20__
______________________________
Notary Public
County of ___________________
State of ___________________
