Exhibit 10.2
NEW YORK MORTGAGE TRUST,
INC.
FORM OF RESTRICTED STOCK AWARD
AGREEMENT
This RESTRICTED STOCK AGREEMENT, is entered into
as of July __, 2009 (the "Agreement"), by and between, New York
Mortgage Trust, Inc., a Maryland corporation (the "Company"), and
_______________ (the "Recipient"). Capitalized terms used but not
otherwise defined in this Agreement shall have the respective
meanings set forth in the New York Mortgage Trust, Inc. 2005 Stock
Incentive Plan (the "Plan").
WHEREAS, on July __, 2009 (the “Date of
Grant”), the Compensation Committee (the "Committee") of the
Board of Directors (the "Board") of the Company granted the
Recipient a Restricted Stock Award, pursuant to which the Recipient
shall receive shares of the Company's Common Stock, par value $.01
per share ("Common Stock"), pursuant to and subject to the terms
and conditions of the Plan.
NOW, THEREFORE, in consideration of the
Recipient's services to the Company and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Number of Shares; Restrictions. The
Company hereby grants the Recipient a Restricted Stock Award (the
"Stock Award") of ________ shares of restricted Common Stock (the
"Restricted Shares") pursuant to the terms of this Agreement and
the provisions of the Plan. The Restricted Shares may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of and shall be subject to a risk of forfeiture
until the lapse of the Restricted Period, as defined in Section 2
below.
2. Lapse of Restrictions;
Restricted Period . The restrictions set forth in
Section 1 above shall lapse and a portion of the Restricted Shares
shall become unrestricted and freely tradable only as follows: (i)
one-third of the Restricted Shares shall become nonforfeitable and
transferable on the date hereof, (ii) one-third of the Restricted
Shares shall become unrestricted and freely tradable on July __,
2010 and (iii) one-third of the Restricted Shares shall become
unrestricted and freely tradable on July __, 2011 (collectively,
the “Restricted Period”).
3. Change of
Control . The provisions of the Plan applicable to a
Change of Control shall apply to the Restricted Shares, and in the
event of a Change of Control, the Committee may take such actions
as it deems appropriate pursuant to the
Plan. Notwithstanding the preceding sentence, if a
Change of Control occurs, all of the Restricted Shares shall become
immediately unrestricted and freely transferable by the Recipient
on the date of the Change of Control.
4. Rights of
Stockholder . From and after the Date of Grant and
for so long as the Restricted Shares are held by or for the benefit
of the Recipient, the Recipient shall have all the rights of a
stockholder of the Company with respect to the Restricted Shares,
including but not limited to the right to receive dividends and the
right to vote such Restricted Shares. Dividends paid on
Restricted Shares shall be paid at the dividend payment date for
the Common Stock in cash or shares of Common
Stock. Stock distributed in connection with a Common
Stock split or Common Stock dividend shall be subject to
restrictions and a risk of forfeiture to the same extent as the
Restricted Shares with respect to which such Common Stock has been
distributed.
5.
Termination of Membership on Board of Trustees
. In the event that Recipient ceases to be a member of
the Board of Direct
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