Exhibit 10.6
CAPITAL TRUST,
INC.
2007 LONG-TERM INCENTIVE
PLAN
Stock
Option Award Agreement
Award
No.
You are hereby
awarded the following stock option (the “ Option
”) to purchase Shares of Capital Trust, Inc. (the “
Company ”), subject to the terms and conditions set
forth in this Stock Option Award Agreement (the “ Award
Agreement ”) and in the Capital Trust, Inc. 2007
Long-Term Incentive Plan (the “ Plan ”), which
is attached hereto as Exhibit A . A summary of the
Plan appears in its Prospectus, which is attached as Exhibit
B . You should carefully review these documents, and
consult with your personal financial advisor, before exercising
this Option. This Option is conditioned on your execution of
this Award Agreement.
By executing this
Award Agreement, you agree to be bound by all of the Plan’s
terms and conditions as if they had been set out verbatim
below. In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the
Plan and this Award Agreement will be made by the Company’s
Board of Directors or any Committee appointed by the Board to
administer the Plan, and shall (in the absence of material and
manifest bad faith or fraud) be final, conclusive and binding on
all parties, including you and your successors in interest.
Terms that begin with initial capital letters have the special
meanings set forth in the Plan or in this Award Agreement (unless
the context indicates otherwise).
1.
Specific Terms . This
Option shall have, and be interpreted according to, the following
terms, subject to the provisions of the Plan in all
instances:
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Your Name:
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Type of Stock Option:
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o Incentive Stock Option
(ISO)(1)
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o Non-Incentive Stock
Option(2)
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Number of Shares subject to Option:
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Option Exercise Price per Share:
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Grant Date:
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(1)
If you directly or indirectly own more than 10% of the voting power
of all classes of stock of the Company or of any Subsidiary, then
the term of your ISO cannot exceed 5 years and the exercise price
must be at least 110% of the Fair Market Value per Share on the
Grant Date (100% for any other employee who is receiving ISO
awards). Only employees may receive ISOs.
(2)
The exercise price of a non-ISO must be at least 100% of the Fair
Market Value of the underlying Shares.
Capital Trust, Inc.
2007 Long-Term Incentive Plan
Stock Option Award
Agreement
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Vesting Schedule:
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(Establishes your rights to
exercise this Option with respect to the Number of Shares stated
above, subject to acceleration per Section 2 below and to any
shareholder approval requirement set forth in the
Plan.)
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o
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% on Grant
Date.
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o
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% on each
of the first (#) annual
(_quarterly/__monthly) anniversary dates of your Continuous Service
after the Grant Date.
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Lifetime Transfer:
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o
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Allowed pursuant
to Section 8 below only for Non-Incentive Stock Option.
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Expiration Date:
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o
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years after
Grant Date; or
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o
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10 years after
Grant Date
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2.
Accelerated
Vesting; Change in Corporate
Control . To the extent you have not previously
vested in your rights with respect to this Award Agreement, your
Option will become
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o
100% vested if your
Continuous Service ends due to your death or
“disability” within the meaning of Section 409A of the
Code;
o
100% vested if your
Continuous Service ends due to an Involuntary Termination that
occurs within the one-year period following a Change in
Control.
3.
Term of Option . The
term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as
applicable) on the Expiration Date.
4.
Manner of Exercise .
The Option shall be exercised in the manner set forth in the Plan,
using the exercise form attached hereto as Exhibit C .
The amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of
the Shares vested under the Option during any period set forth
above, then any Shares subject to the Option that are not exercised
during such period may be exercised during any subsequent period,
until the expiration or termination of the Option pursuant to
Sections 3 and 6 of this Award Agreement and the terms of the
Plan. Fractional Shares may not be purchased.
5.
Special ISO Provisions .
If designated as an ISO, this Option shall be treated as an
ISO to the extent allowable under Section 422 of the Code, and
shall otherwise be treated as a Non-ISO. If you sell or
otherwise dispose of Shares acquired upon the exercise of an ISO
within 1 year from the date such Shares were acquired or 2 years
from the Grant Date, you agree to deliver a written report to the
Company within 10 days following the sale or other disposition of
such Shares detailing the net proceeds of such sale or
disposition.
6.
Termination of Continuous
Service . If your Continuous Service with the
Company is terminated for any reason, this Option shall terminate
on the date on which you cease to have any right to exercise the
Option pursuant to the terms and conditions set forth in Section 6
of the Plan.
7.
Designation of Death
Beneficiary . Notwithstanding anything to the
contrary contained herein or in the Plan, following the execution
of this Award Agreement, you may expressly designate a death
beneficiary (the “ Death Beneficiary ”) to your
interest in the Option awarded hereby. You shall designate
the Death Beneficiary by completing and executing a designation of
death beneficiary agreement substantially in the form attached
hereto as Exhibit D (the “ Designation of Death
Beneficiary ”) and delivering an executed copy of the
Designation of Death Beneficiary to the Company. In the
absence of a valid death beneficiary designation, your estate will
be treated as your death beneficiary of this Option in the event of
your death while it is outstanding.
8.
Restrictions on Transfer of
Awards . This Award Agreement may not be sold, pledged, or
otherwise transferred without the prior written consent of the
Committee. Notwithstanding the foregoing, you may transfer
this Option (if allowed under Section 1 for a Non-Incentive Stock
Option) —
(i)
by instrument to an inter
vivos or testamentary trust (or other entity) in which each
beneficiary is a permissible gift recipient, as such is set forth
in subsection (ii) of this Section, or
(ii)
by gift to charitable
institutions or by gift or transfer for consideration to any of the
following relatives of yours (or to an inter vivos trust,
testamentary trust or other entity primarily for the benefit of or
an entity, the voting interests of which are primarily owned by the
following relatives of yours): any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, domestic
partner, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and
shall include adoptive relationships.
Any transferee of
your rights shall succeed and be subject to all of the terms of
this Award Agreement and the Plan.
9.
Conditions on Issuance of Shares;
Transfer Restrictions . Notwithstanding any other
provision of the Plan or of this Award Agreement: (i) the Committee
may condition your receipt of Shares on your execution of a
shareholder agreement imposing terms generally applicable to other
similarly-situated employee-shareholders; and (ii) any Shares
issued pursuant to this Award Agreement shall be
non-transferable.
10.
Taxes . By signing
this Award Agreement, you acknowledge that you shall be solely
responsible for the satisfaction of any taxes that may arise
(including taxes arising under Sections 409A or 4999 of the Code),
and that the Company shall have no obligation whatsoever to pay
such taxes.
11.
Notices . Any notice
or communication required or permitted by any provision of this
Award Agreement to be given to you shall be in writing and shall be
delivered electronically,
personally, or by certified mail, return
receipt requested, addressed to you at the last address that the
Company had for you on its records. Each party may, from time
to time, by notice to the other party hereto, specify a new e-mail
or home address for delivery of notices relating to this Award
Agreement. Any such notice shall be deemed to be given as of
the date such notice is personally delivered or properly
mailed.
12.
Binding Effect .
Except as otherwise provided in this Award Agreement or in the
Plan, every covenant, term, and provision of this Award Agreement
shall be binding upon and inure to the benefit of the parties
hereto and their respective legatees, legal representatives,
successors, transferees, and assigns.
13.
Modifications . This
Award Agreement may be modified or amended at any time, in
accordance with Section 15 of the Plan and provided that you must
consent in writing to any modification that adversely and
materially affects your rights or obligations under this Award
Agreement (with such an affect being presumed to arise from a
modification that would trigger a violation of Section 409A of the
Code).
14.
Headings . Section
and other headings contained in this Award Agreement are for
reference purposes only and are not intended to describe,
interpret, define or limit the scope or intent of this
Awa
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