0001564590-16-023346 Sample Contracts

RAIT FINANCIAL TRUST ANNUAL INCENTIVE COMPENSATION PLAN
Award Grant Agreement • August 8th, 2016 • RAIT Financial Trust • Real estate investment trusts

This Grant Agreement and the Target Cash Bonus Award granted hereunder are granted under and governed by the terms and conditions of the Plan, the provisions of which are incorporated herein by reference. Additional provisions regarding your Target Cash Bonus Award and definitions of capitalized terms used and not defined in this Grant Agreement can be found in the Plan. Any inconsistency between this Grant Agreement and the Plan shall be resolved in favor of the Plan. You hereby acknowledges receipt of a copy of the Plan. The invalidity or unenforceability of any provisions of this Grant Agreement shall not affect the validity or enforceability of any other provision of this Grant Agreement, which shall remain in full force and effect. In the event that any provision of this Grant Agreement or any word, phrase, clause, sentence, or other portion hereof (or omission thereof) should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modifie

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RAIT FINANCIAL TRUST
Rait Financial Trust • August 8th, 2016 • RAIT Financial Trust • Real estate investment trusts

This Amendment is hereby made to the Performance Share Unit Award (the “Award”) effective March 31, 2015 under the RAIT Financial Trust (“RAIT”) 2015 Long Term Incentive Plan (“Long Term Equity Plan”) adopted under Article IV the RAIT 2012 Incentive Award Plan (the “Plan”). The Award, as set forth in the Grant Agreement (attached at Exhibit I) is hereby amended as set forth in this Amendment 2016-1 effective immediately to (i) add language allowing for the immediate vesting of the Award upon your “Retirement” and (ii) to clarify the time-based vesting provisions of the Award. Provisions added by this Amendment are in italics and provisions removed are stricken.

RAIT FINANCIAL TRUST GRANT AGREEMENT
Rait Financial Trust • August 8th, 2016 • RAIT Financial Trust • Real estate investment trusts

Attached as Appendix A hereto is the RAIT Financial Trust (“RAIT”) 2015 Long Term Incentive Plan (“Long Term Equity Plan”) adopted and amended for 2016 pursuant to Article IV the RAIT 2012 Incentive Award Plan (the “Plan”). You have been granted a 2016 Performance Share Unit Award (the “Award”) under the Long Term Equity Plan. This Performance Share Unit Award Grant Agreement (the “Grant Agreement”) sets forth the potential number of Performance Share Units (each, a “Unit”) that may vest and be redeemed under this Award and its terms and conditions. The Award is contingent upon your acknowledgement and acceptance of the terms and conditions as set forth in this Grant Agreement, in the Long Term Equity Plan and in the Plan.

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