JER INVESTORS TRUST INC. JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan

Exhibit 10.2

JER INVESTORS TRUST INC.

JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan

(Manager Only)

Form of Restricted Stock Agreement

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated and effective as of the      day of [            ], 200[    ] (the “Date of Grant”), is entered into by and between JER Investors Trust Inc., a Maryland corporation (the “Company”), and [            ] (the “Grantee” and, together with the Company, the “Parties”).

RECITALS

The Company is granting to Grantee restricted shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), under the Company’s Nonqualified Stock Option and Incentive Award Plan (Manager Only) (the “Manager Plan”) on the terms and conditions set forth herein.

Any capitalized terms not defined herein shall have their respective meanings set forth in the Manager Plan.

NOW, THEREFORE, the Parties hereto agree as follows:

1. Grant of Restricted Stock and Escrow of Restricted Stock .

(a) Grant of Restricted Stock . Effective as of the Date of Grant, the Company hereby agrees to grant to the Grantee, subject to the terms hereof, [        ] restricted Shares of Common Stock (the “Restricted Stock”).

(b) Escrow of Restricted Stock .

(i) To insure the availability for delivery of the Grantee’s Restricted Stock upon cessation of all services of the Grantee to the Company prior to the expiration of the Restricted Period (as defined in Section 2(a) below), the Grantee hereby appoints the Secretary of the Company, or any other person designated by the Company as escrow agent, as its attorney-in-fact to assign and transfer unto the Company such Restricted Stock, if any, upon execution of this Agreement, deliver and deposit with the Secretary of the Company, or such other person designated by the Company, the share certificates representing the Restricted Stock, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-1 . The Restricted Stock and stock assignment shall be held by the Secretary in escrow, pursuant to the Joint Escrow Instructions of the Company and Grantee attached as Exhibit A-2 hereto, until such time the Restricted Period has

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lapsed with respect to the Restricted Stock, or until such time as this Agreement no longer is in effect. Once the Restricted Period has lapsed with respect to the Restricted Stock, the escrow agent shall promptly deliver to the Grantee the certificate or certificates representing such shares of Common Stock in the escrow agent’s possession belonging to the Grantee in accordance with the terms of the Joint Escrow Instructions, and the escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless retain such certificate or certificates if so required pursuant to other restrictions imposed pursuant to this Agreement.

(ii) The Company or its designee shall not be liable for any act it may do or omit to do with respect to holding the shares of Restricted Stock in escrow and while acting in good faith and in the exercise of its judgment.

(iii) Any purported transfer or sale of the shares of Common Stock shall be subject to restrictions on transfer imposed by any applicable state and Federal securities laws. Any transferee shall hold such shares of Common Stock subject to all the provisions hereof and shall acknowledge the same by signing a copy of this Agreement.

(c) Adjustments . The number or kind of Shares of Common Stock covered by this Agreement may be adjusted as the Board determines pursuant to Section 3.3 of the Manager Plan in order to prevent dilution or expansion of the Grantee’s rights under these terms and conditions as a result of events such as stock dividends, stock splits, or other change in the capital structure of the Company, or any merger, consolidation, spin-off, liquidation or other corporate transaction or event having a similar effect.

2. Restrictions and Restricted Period .

(a) Restrictions . Shares of Restricted Stock granted hereunder may not be sold, assigned, transferred, pledged, hypothecated, assigned or otherwise disposed of (the “Restrictions”) prior to the lapse of such Restrictions as set forth in Section 2(b). The period during which the Restrictions are applicable to a share of Restricted Stock is referred to herein as the “Restricted Period” with respect to such Restricted Stock. Any attempt to transfer or dispose of any Restricted Stock during the Restricted Period in contravention of the Restrictions shall be null and void and without effect. Until the restrictions on transfer of the Restricted Stock lapse as provided below, or as otherwise provided in the Manager Plan, no transfer of the Restricted Stock or any of the Grantee’s rights with respect to the Restricted Stock, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Committee determines otherwise, upon any attempt to transfer a share of Restricted Stock or any rights in respect of a Share of Restricted Stock before the lapse of such restrictions, such Share, and all of the rights related thereto, shall be immediately forfeited by the Grantee and transferred to, and reacquired by, the Company without consideration of any kind.

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(b) Time Restrictions . Subject to the Grantee’s continued provision of services to the Company through the applicable Time Vesting Date (as defined below), [            ] percent ([    ]%) of the Restricted Stock granted pursuant to this Agreement (the “Time Awards”) shall vest in [            ] equal annual installments starting on the first anniversary after the Grant Date (each, a “Time Vesting Date”).

(c) [Intentionally Omitted]

(d) [Intentionally Omitted]

(e) [Intentionally Omitted]

(f) Change in Control . In the event that a “Change in Control” (as defined in the Manager Plan) of the Company occurs prior to the date the restrictions set forth herein lapse and, on or after such Change in Control, one or more of the following occurs:

(i) JER Commercial Debt Advisors LLC ceases to serve as the manager of the Company or its successor; or

(ii) The Company or its successor does not assume, convert or replace the Awards, then the Time Awards shall become immediately and fully vested as of the date immediately prior to the first to occur of (i) or (ii) above.

(g) Tax Withholding Obligations . Notwithstanding any provision to the contrary, the release of the Shares of Restricted Stock hereunder shall be conditioned upon the Grantee making adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the release of the Shares from the Restricted Period, whether by withholding, direct payment to the Company, or otherwise.

3. Rights of a Stockholder; Dividend Rights . From and after the Date of Grant and for so long as the Time Awards are held by or for the benefit of the Grantee, the Grantee shall have all the rights of a stockholder of the Company with respect to the Time Awards, including, but not limited to, the right to receive dividends and the right to vote such Shares.

4. Cessation of Service Relationship . Upon the cessation of all services of the Grantee to the Company for any reason other than as set forth in Section 2(f) during the Restricted Period, the Time Awards that have not vested and any and all accrued but unpaid dividends that are at that time subject to restrictions set forth herein, shall be forfeited to the Company, and neither the Grantee nor any of its successors, assigns, or representatives shall thereafter have any further rights or interests in such shares of Restricted Stock or certificates.

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5. Certificates . Restricted Stock granted herein may be evidenced in such manner as the Board shall determine. If certificates representing Restricted Stock are registered in the name of the Grantee, then the Company shall retain physical possession of the certificate. As the Restrictions lapse, the Company shall cause certificates for Shares subject to this Agreement that have vested to be delivered to the Grantee with such legends and restrictions that the Committee determines to be appropriate; provided, however, that such certificates will not be delivered to the Grantee unless the Grantee has made arrangements satisfactory to the Committee to satisfy any tax withholding obligations.

6. Legends . All certificates representing any of the shares of Restricted Stock subject to the provisions of this Agreement shall have endorsed thereon the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING, FORFEITURE AND TRANSFER RESTRICTIONS SET FORTH IN THE JER INVESTORS TRUST INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN (MANAGER ONLY) AND IN THE RELATED RESTRICTED STOCK AGREEMENT. A COPY OF THE MANAGER PLAN AND SUCH AWARD AGREEMENT MAY BE OBTAINED FROM JER INVESTORS TRUST INC.”

7. Investment Representation . The Grantee represents and warrants to the Company that the Grantee is acquiring the Restricted Stock for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the shares of Common Stock.

8. Market Stand-Off . In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, for such period as the Company or its underwriters may request (such period not to exceed 365 days following the date of the applicable offering), the Grantee shall not, directly or indirectly, sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions with respect to, any shares of Restricted Stock subject to this Agreement without the prior written consent of the Company or its underwriters.

9. Tax Consequences . Set forth below is a brief summary as of the Date of Grant of certain United States federal tax consequences of the award of the Restricted Stock. THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO GRANTEE. GRANTEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.

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Absent an election by the Grantee under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the Grantee shall generally recognize ordinary income at the time or times the restrictions lapse with respect to the shares of Restricted Stock that have been released from the Restricted Period in an amount equal to the fair market value of such shares on each such date, and the Company shall be required to collect all the applicable withholding taxes with respect to such income. The obligations of the Company under the Manager Plan are conditioned on your making arrangements for the payment of any such taxes.

10. Termination of this Agreement . Upon termination of this Agreement, all rights of the Grantee hereunder shall cease.

11. Miscellaneous .

(a) Notices . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth herein, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt: