Director Restricted Stock Award
F O R M O F R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E
shares of its common stock, $0.01 par value (the Shares)
pursuant to and subject to the provisions of the NorthStar Real Estate Income Trust, Inc.
Independent Directors Compensation Plan (the Directors Compensation Plan), which is operated as a
subplan of the NorthStar Real Estate Income Trust, Inc.
Long Term Incentive Plan (the Long Term
Incentive Plan and, together with the Directors Compensation Plan, the Plans) and to the terms
and conditions set forth on the following page (the Terms and Conditions). By accepting the
Shares, Grantee shall be deemed to have agreed to the Terms and Conditions set forth in this Award
Certificate and the Plans. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Plans.
Unless vesting is accelerated in the discretion of the Board, the Shares will vest (become
non-forfeitable) in equal quarterly installments beginning on the first day of the first quarter
following the Grant Date, provided that Grantee is still serving as a director of the Company on
each such date.
TERMS AND CONDITIONS
1. Restrictions. The Shares are subject to each of the following restrictions. Restricted
Shares mean those Shares that are subject to the restrictions imposed hereunder which restrictions
have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered. If Grantees service as a director of the
Company terminates for any reason other than as described in (b) below, then, unless vesting is
accelerated in the discretion of the Board, Grantee shall forfeit all of Grantees right, title and
interest in and to the Restricted Shares as of the date of termination, and such Restricted Shares
shall be reconveyed to the Company without further consideration or any act or action by the
Grantee. The restrictions imposed under this Paragraph shall apply to all shares of the Companys
common stock or other securities issued with respect to Restricted Shares hereunder in connection
with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in
corporate structure affecting the common stock of the Company.
2. Expiration and Termination of Restrictions. The restrictions imposed under Paragraph 1
will expire on the earliest to occur of the following (the period prior to such expiration being
referred to herein as the Restricted Period):
(a) as to the installments specified on the cover page hereof, on the respective quarterly
dates specified on such cover page; provided Grantee is providing services as a director of the
Company on each such date, or
(b) the termination of Grantees service as a director of the Company by reason of his or her
death or Disability, or
(c) the effective date of a Change in Control.
3. Delivery of Shares
. The Shares will be registered in the name of Grantee as of the
Grant Date and may be held by the Company during the Restricted Period in certificated or
uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period,
such certificate shall be registered in the name of Grantee and shall bear a legend in
substantially the following form: This certificate and the shares of stock represented hereby are
subject to the terms and conditions contained in a Restricted Stock Award Certificate between the
registered owner and NorthStar Real Estate Income Trust, Inc.
Release from such terms and
conditions shall be made only in accordance with the provisions of such Award Certificate, copies
of which are on file in the offices of NorthStar Real Estate Income Trust, Inc.
certificates for the Shares, without the above legend, shall be delivered to Grantee or Grantees
designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be
postponed for such period as may be required for the Company with reasonable diligence to comply,
if deemed advisable by the Company, with registration requirements under the Securities Exchange
Act of 1933, listing requirements of any national securities exchange, and requirements under any
other law or regulation applicable to the issuance or transfer of the Shares.
4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full
voting and dividend rights with respect to the Shares during and after the Restricted Period. Each
dividend payment, if any, shall be made no later than the end of the calendar year in which the
dividend is paid to the shareholders or, if later, the 15th day of the third month following the
date the dividend is paid to shareholders. Any non-cash dividends shall be subject to the
restrictions imposed under Paragraph 1. If Grantee forfeits any rights he may have under this Award
Certificate, Grantee shall no longer have any rights as a shareholder with respect to the
Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive
dividends on such stock. In the event that for any reason Grantee shall have received dividends
upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such
5. No Right of Continued Service. Nothing in this Award Certificate shall interfere with
or limit in any way the right of the Company to terminate Grantees service at any time, nor confer
upon Grantee any right to continue in the service of the Company.
6. Payment of Taxes. Upon issuance of the Shares hereunder, Grantee may make an election
to be taxed upon such award under Section 83(b) of the Internal Revenue Code. To effect such
election, Grantee may file an appropriate election with the Internal Revenue Service within thirty
(30) days after award of the Shares and otherwise in accordance with applicable Treasury
Regulations. Grantee will, no later than the date as of which any amount related to the Shares
first becomes includable in Grantees gross income for federal income tax purposes, pay to the
Company, or make other arrangements satisfactory to the Board regarding payment of, any federal,
state and local taxes (including Grantees FICA obligation) required by law to be withheld with
respect to such amount. The obligations of the Company under this Award Certificate will be
conditional on such payment or arrangements, and the Company will, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
7. Plans Control. The terms contained in the Plans are incorporated into and made a part
of this Award Certificate and this Award Certificate shall be governed by and construed in
accordance with the Plans. In the event of any actual or alleged conflict between the provisions of
the Plans and the provisions of this Award Certificate, the provisions of the Plans shall be
controlling and determinative. In the event of any actual or alleged conflict between the
provisions of the two Plans, the provisions of the Long Term Incentive Plan shall be controlling
8. Successors. This Award Certificate shall be binding upon any successor of the Company,
in accordance with the terms of this Award Certificate and the Plans.
9. Severability. If any one or more of the provisions contained in this Award Certificate
is invalid, illegal or unenforceable, the other provisions of this Award Certificate will be
construed and enforced as if the invalid, illegal or unenforceable provision had never been
. Notices and communications hereunder must be in writing and either personally
delivered or sent by registered or certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to NorthStar Real Estate Income Trust, Inc.
Park Avenue, 18th
Floor, New York
, New York
10022, Attn: Secretary, or any other address
designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to
the address of Grantee then currently on file with the Company, or at any other address given by
Grantee in a written notice to the Company.