RAIT INVESTMENT
TRUST
2005 EQUITY
COMPENSATION PLAN
UNIT AWARD
AGREEMENT
This UNIT AWARD AGREEMENT, dated as
of , 2005 (the “Date of
Grant”), is delivered by RAIT Investment Trust
(“RAIT”), to (the
“Participant”).
RECITALS
A. The RAIT Investment Trust
2005 Equity Compensation Plan (the “Plan”) provides for
the grant of phantom units (“Units”), which represent
the right to receive one or more common shares of beneficial
interest, par value $0.01, of RAIT (“Common Shares”),
on a future redemption date.
B. The Compensation Committee of
the Board of Trustees of RAIT (the “Committee”) has
decided to make a restricted Unit grant, subject to the terms and
conditions set forth in this Unit Award Agreement (the
“Agreement”) and the Plan, as an inducement for the
Participant to promote the best interests of RAIT and its
shareholders. The Participant may receive a copy of the Plan by
contacting , at
.
NOW, THEREFORE, the parties to this
Agreement, intending to be legally bound hereby, agree as
follows:
1. Grant of Units . Subject to the terms and
conditions set forth in this Agreement and the Plan, RAIT hereby
grants to the Participant
Units (the “Restricted Units”). The Restricted Units
will become vested in accordance with Paragraph 3 below and
will be redeemed in accordance with Paragraph 4 below.
2. Restricted Unit Account . RAIT shall establish
and maintain a Restricted Unit account, as a bookkeeping account on
its records, (the “Account”) for the Participant and
shall record in such Account the number of Restricted Units granted
to the Participant. The Participant shall not have any interest in
any fund or specific assets of RAIT by reason of this grant or the
Account established for the Participant.
3. Vesting .
[[For 7/19/2005 grants:] The Participant will become 100% vested
in the Restricted Units awarded pursuant to this grant on the Date
of Grant (the “Vesting Date”).]
[(a) [For grants subsequent to
7/19/2005:]The Participant will become vested in the Restricted
Units awarded pursuant to this grant according to the following
vesting schedule, provided the Participant does not incur a
termination of employment or service with the Company (as defined
in the Plan) prior to the applicable vesting date (the
“Vesting Date”):
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Vesting Date Percentage of Restricted Units
Vesting
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First anniversary
of Date of Grant
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25
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%
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Second anniversary
of Date of Grant
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25
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%
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Third anniversary
of Date of Grant
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25
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%
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Fourth anniversary
of Date of Grant
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25
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%
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The vesting of the Restricted Units is cumulative, but shall not
exceed 100% of the Restricted Units subject to this Agreement. If
the foregoing vesting schedule would produce fractional Restricted
Units, the number of Restricted Units that are vested shall be
rounded down to the nearest whole Restricted Unit. The
Participant’s Restricted Units shall become fully vested if
the Participant is employed by, or providing service to, the
Company on the fourth anniversary of the Date of Grant.
(b) If the Participant’s
employment or service with the Company terminates for any reason
prior to the Participant vesting in any of the Restricted Units as
provided in subparagraph (a), the Restricted Units that are not
vested as of the Participant’s termination of employment or
service shall terminate and the Participant shall not have any
redemption rights with respect to any of such unvested Restricted
Units.]
4. Redemption . Unless an election is made pursuant
to Paragraph 5 below, on the earliest to occur of (i) the
second anniversary of the applicable Vesting Date, (ii) the
date of death of the Participant, or (iii) the Participant
becomes disabled (within the meaning of section 409A(a)(2)(C) of
the Internal Revenue Code of 1986, as amended (the
“Code”)), (the “Redemption Date”), RAIT
shall redeem:
(1), in the case of clause
(i) above, all of the Restricted Units for which it is the
second anniversary of the applicable Vesting Date; or
(2) in the case of clauses
(ii) or (iii) above, all of the vested Restricted
Units;
(the “Redeemed Units”) as provided in
Paragraph 3, then credited to the Participant’s Account
as of such date. On the Redemption Date, all Redeemed Units will be
converted to an equivalent number of Common Shares, and the
Participant shall receive a single sum distribution of such Common
Shares, which shall be issued under the Plan.
5. Deferrals . The Participant may make an
irrevocable election to defer redemption of any of the vested
Restricted Units to a date that occurs after the applicable
Redemption Date (the “Deferred Date”) by completing the
deferral election form provided to the Participant by the
Committee, in the form attached hereto as Exhibit A or as
subsequently modified to comply with the requirements of section
409A of the Code. Any such election shall be made in accordance
with section 409A of the Code and any corresponding guidance and
regulations issued under section 409A of the Code. In addition, as
required by section 409A of the Code, the election shall not take
effect until at least twelve (12) months after the date on
which the election is made, the Deferred Date cannot be earlier
than five (5) years from the Redemption Date, and the election
must be made no less than twelve (12) months prior to the date
of the Redemption Date.
6. Dividend Equivalents . Until such time as the
vested Restricted Units are redeemed, if any dividends are declared
with respect to the Common Shares, a cash payment will be paid to
the Participant by RAIT equal to the value of the dividend that
would have been distributed if the vested Restricted Units credited
to the Participant’s Account at the time of the declaration
of the dividend were Common Shares. No dividend equivalents will be
paid on Restricted Units that are not vested, as provided in
Paragraph 3 above, at the time the dividend is declared.
7. Change of Control . The provisions set forth in
the Plan applicable to a Change of Control (as defined in the Plan)
shall apply to the Restricted Units, and, in the event of a Change
of Control, the Committee may take such actions as it deems
appropriate in accordance with the terms of the Plan.
8. Acknowledgment by Participant . By executing
this Agreement, the Participant hereby acknowledges that with
re
