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Form of Stock
Award Agreement
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Page 1
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New York Mortgage Trust,
Inc.
Form of Stock Award
Agreement
THIS AGREEMENT dated the ___ day of July, 2009,
between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the
“Company”), and ________________________________, (the
“Participant”), is made pursuant and subject to the
provisions of the Company’s 2005 Stock Incentive Plan (the
“Plan”), a copy of which has been made available to the
Participant. All terms used herein that are defined in
the Plan have the same meaning given them in the Plan.
1.
Stock Award . Pursuant to the Plan, the Company,
on July __, 2009, (the “Date of Grant”) granted to the
Participant, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, a
Stock Award covering _____________ shares of Common Stock of the
Company, hereafter described as the
“Shares.”
2.
Restrictions . Except as provided in this Stock
Award Agreement (“Agreement”), the Shares are
nontransferable and are subject to a substantial risk of
forfeiture.
3.
Vesting. The Participant’s interest in
one-third of the Shares granted under this Agreement shall become
nonforfeitable and transferable (“Vested”) on the date
hereof and each of the first and second anniversaries of the Date
of Grant.
4.
Death or Disability. If the Participant’s employment
with the Company is terminated due to the death of the Participant,
the Shares shall become fully vested and non-forfeitable upon the
date of death. If the Participant’s employment
with the Company is terminated due to disability of the
Participant, the Shares shall become fully vested and
non-forfeitable upon the date of the termination of such
Participant’s employment. For purposes of this
Agreement, the term “Disability” means that the
Participant is permanently and totally disabled within the meaning
of section 22(e)(3) of the Code.
5.
Change in Control. If there is Change in Control
of the Company, the Shares shall become fully vested and
non-forfeitable immediately upon the occurrence of the event
causing the Change in Control. For purposes of this Agreement, the
term Change in Control shall have the meaning ascribed to it in
Section 1.06 of the Plan; provided, however, that if any
Participant has a separate written employment agreement that
specifically defines Change in Control, such definition shall be
used for that Participant only.
6.
Forfeiture. Except as provided in Paragraphs 4
and 5, all Shares that are not then Vested shall be forfeited upon
the termination of the Participant’s employment with the
Company and its Affiliates.
New York
Mortgage Trust, Inc.
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Form of Stock
Award Agreement
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Page 2
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7.
Fractional Shares. Fractional shares shall not
Vest hereunder, and when any provision hereof may cause a
fractional share to Vest, any Vesting in such fractional share
shall be postponed until such fractional share and other fractional
shares equal a Vested whole share.
8.
Change in Capital Structure. The terms of this
Agree
