Exhibit 10.14
AMENDMENT NO. 1 TO
JER INVESTORS TRUST
INC.
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
THIS AMENDMENT NO.1 to the JER
Investors Trust Inc. Nonqualified Stock Option and Incentive Award
Plan (the “Plan”) is made effective as of
December 16, 2008. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the
Plan.
WHEREAS, JER Investors Trust Inc.
(the “Company”) adopted that Plan on May 30,
2007;
WHEREAS, the Company has determined
that the Plan should be amended to ensure that it and awards
granted thereunder are exempt from, or comply with,
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, the Plan is amended
as follows:
|
|
1.
|
Section 1.2(f) of the Plan is amended by
inserting the following as flush language following the cause
(iv) thereof:
|
Notwithstanding any other provision
of the Plan or any Award Agreement to the contrary, a Change in
Control shall not be deemed to have occurred unless such
transaction also constitutes a change in the ownership of a
corporation or a change in the effective control of a corporation
or a change in the ownership of a substantial portion of a
corporation’s assets, each within the meaning of
Section 409A.
|
|
2.
|
The plan is
amended by inserting the following as a new Section 1.2(x) and
renumbering the remaining subsections of Section 1.2
accordingly, and any references in the Plan or any Award Agreement
to
|
