0000950117-05-002458 Sample Contracts

Amended and Restated Stock Option Agreement
Stock Option Agreement • June 15th, 2005 • Deerfield Triarc Capital Corp • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT, dated the 14th day of June, 2005, amends and restates in its entirety that certain Stock Option Agreement, dated December 23, 2004, between DEERFIELD TRIARC CAPITAL CORP., a Maryland corporation (the “Company”), and DEERFIELD CAPITAL MANAGEMENT LLC, (the “Manager”), made pursuant and subject to the provisions of the Company’s 2004 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Manager. All terms used herein that are defined in the Plan have the same meaning given them in the Plan. As used herein, “Management Agreement” means that certain Management Agreement dated the date hereof between the Company and the Manager.

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Amended and Restated Stock Award Agreement
Stock Award Agreement • June 15th, 2005 • Deerfield Triarc Capital Corp • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED STOCK AWARD AGREEMENT, dated the 14th day of June, 2005, amends and restates in its entirety that certain Stock Award Agreement dated December 23, 2004, between DEERFIELD TRIARC CAPITAL CORP., a Maryland corporation (the “Company”) and DEERFIELD CAPITAL MANAGEMENT LLC (the “Manager”), made pursuant and subject to the provisions of the Company’s Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Manager. All terms used herein that are defined in the Plan have the same meaning given them in the Plan. As used herein, “Management Agreement” means that certain Management Agreement dated the date hereof between the Company and the Manager.

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