NORTHSTAR REAL ESTATE INCOME
TRUST, INC.
INDEPENDENT DIRECTORS COMPENSATION PLAN
NORTHSTAR REAL ESTATE INCOME
TRUST, INC.
INDEPENDENT DIRECTORS COMPENSATION PLAN
1.1.
PURPOSE . The purpose of the Plan is to attract,
retain and compensate highly-qualified individuals who are not
employees of NorthStar Real Estate Income Trust, Inc. or any of its
subsidiaries or affiliates for service as members of the Board by
providing them with competitive compensation and an ownership
interest in the Stock of the Company. The Company intends that the
Plan will benefit the Company and its stockholders by allowing
Independent Directors to have a personal financial stake in the
Company through an ownership interest in the Stock and will closely
associate the interests of Independent Directors with that of the
Company’s stockholders.
1.2.
ELIGIBILITY . Independent Directors of the Company who are
Eligible Participants, as defined below, shall automatically be
participants in the Plan.
2.1.
DEFINITIONS . Capitalized terms used herein and not
otherwise defined shall have the meanings given such terms in the
Incentive Plan. Unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
“Base Annual
Cash Retainer” means the annual cash retainer (excluding
Meeting Fees and expenses) payable by the Company to an Independent
Director pursuant to Section 5.1 hereof for service as a
director of the Company (i.e., excluding any Supplemental Annual
Cash Retainer), as such amount may be changed from time to
time.
“Effective
Date” of the Plan has the meaning set forth in
Section 8.4 of the Plan.
“Eligible
Participant” means any person who is an Independent Director
on the Effective Date or becomes an Independent Director while this
Plan is in effect; except that during any period a director is
prohibited from participating in the Plan by his or her employer or
otherwise waives participation in the Plan, such director shall not
be an Eligible Participant.
“Incentive
Plan” means the NorthStar Real Estate Income Trust, Inc. Long
Term Incentive Plan, or any subsequent equity compensation plan
approved by the Board and designated as the Incentive Plan for
purposes of this Plan.
“Meeting
Fees” means fees for attending a meeting of the Board or one
of its committees as set forth in Section 5.3
hereof.
“Plan”
means this NorthStar Real Estate Income Trust, Inc. Independent
Directors Compensation Plan, as amended from time to
time.
“Plan
Year(s)” means the approximate twelve-month periods between
annual meetings of the stockholders of the Company, which, for
purposes of the Plan, are the periods for which annual retainers
are earned.
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“Supplemental
Annual Cash Retainer” means the annual cash retainer
(excluding Meeting Fees and expenses) payable by the Company to an
Independent Director pursuant to Section 5.2 hereof for
service as the chair of the Audit Committee of the Board, as such
amount may be changed from time to time.
3.1.
ADMINISTRATION . The Plan shall be administered by
the Board. Subject to the provisions of the Plan, the Board shall
be authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make
all other determinations necessary or advisable for the
administration of the Plan. The Board’s interpretation of the
Plan, and all actions taken and determinations made by the Board
pursuant to the powers vested in it hereunder, shall be conclusive
and binding upon all parties concerned, including the Company, its
stockholders and persons granted awards under the Plan. The Board
may appoint a plan administrator to carry out the ministerial
functions of the Plan, but the administrator shall have no other
authority or powers of the Board.
3.2.
RELIANCE . In administering the Plan, the Board may rely
upon any information furnished by the Company, its public
accountants and other experts. No individual will have personal
liability by reason of anything done or omitted to be done by the
Company or the Board in connection with the Plan. This limitation
of liability shall not be exclusive of any other limitation of
liability to which any such person may be entitled under the
Company’s certificate of incorporation or
otherwise.
4.1. SOURCE OF
SHARES FOR THE PLAN . The shares of Stock that may be
issued pursuant to the Plan shall be issued under the Incentive
Plan, subject to all of the terms and conditions of the Incentive
Plan. The terms contained in the Incentive Plan are incorporated
into and made a part of this Plan with respect to Restricted Stock
and any other equity awards granted pursuant hereto and any such
awards shall be governed by and construed in accordance with the
Incentive Plan. In the event of any actual or alleged conflict
between the provisions of the Incentive Plan and the provisions of
this Plan, the provisions of the Incentive Plan shall be
controlling and determinative. This Plan does not constitute a
separate source of shares for the grant of the equity awards
described herein.
ARTICLE 5
CASH COMPENSATION
5.1. BASE
ANNUAL CASH RETAINER . Each Eligible Participant shall
be paid a Base Annual Cash Retainer for service as a director
during each Plan Year. The amount of the Base Annual Cash Retainer
shall
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