PERFORMANCE SHARE AWARD AGREEMENT UNDER THE CARE INVESTMENT TRUST INC. EQUITY PLAN

Exhibit 10.4

PERFORMANCE SHARE AWARD AGREEMENT
UNDER THE CARE INVESTMENT TRUST INC. EQUITY PLAN

     This Performance Share Award Agreement (the “Agreement”) is between Care Investment Trust Inc., a Maryland corporation (the “Company”), and you, the Grantee named above, as an employee of CIT Healthcare LLC, the manager of the Company pursuant to a management agreement (the “Manager”).

     The Company wishes to award to you Performance Shares on the terms and conditions set forth in this Agreement and in the Care Investment Trust Inc. Equity Plan (the “Plan”). Capitalized terms that are used in this Agreement and that are not defined herein shall have the meanings set forth in the Plan.

     Accordingly, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and you hereby agree as follows:

     1.  Award of Performance Shares.

     The Company hereby grants to you, effective as of the Grant Date, the Target Award, which represents the opportunity to receive a number of shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), as are earned in accordance with Section 2 of this Agreement, as more fully set forth in Section 3 of this Agreement.

     2.  Determination of Number of Shares of Common Stock Earned.

     The number of shares of Common Stock earned as of the end of the Award Period, if any, will be determined as follows:

Number of Shares = Payout Percentage x Target Award

     The “Payout Percentage” will be determined by the achievement of Company performance goals with respect to the Award Period as set forth and provided in Schedule A (the “Performance Goals”), with the Payout Percentage being 50% for “Threshold” performance, 100% for “Target” performance and 200% for “Maximum” performance. As such, if “Threshold” performance is met with respect to the Award Period, you will earn 11,627 shares of Common Stock under this Agreement and if “Maximum” performance is met with respect to the Award Period, you will earn

46,510 shares of Common Stock under this Agreement, subject to the terms of Section 3 of this Agreement. Performance below “Threshold” will result in a Payout Percentage of 0%, with no shares of Common Stock being earned by you under this Agreement. If performance is between “Threshold” and “Target” or “Target” and “Maximum,” the number of Shares earned under this Agreement will be calculated by linear interpolation.

     3.  Issuance of Shares.

     Subject to Section 4 of this Agreement, the number of Shares earned under Section 2 of this Agreement will be issued to you as soon as reasonably practicable following the close of the Award Period and the Committee’s determination of the level of Company achievement under the Performance Goals, but in no event later than the June 1st immediately following the close of the Award Period.

     4.  Termination of Employment .

     (a) If your position as CEO of the Company is terminated by the Company’s board of directors for “cause” (as defined in subsection (c) below) or by you prior to the end of the Award Period, all Performance Shares will be automatically forfeited upon such termination without any consideration due to you.

     (b) If your position as CEO of the Company is terminated for any reason other than as set forth in subsection (a) above prior to the end of the Award Period, the determination of the Payout Percentage for the Award Period will be made by the Committee at the end of the Award Period in accordance with Section 2 above, and Performance Shares earned, if any, will be paid in accordance with Section 3 above based on such Payout Percentage prorated for the number of full months elapsed from and including the month in which the Award Period began to and including the month in which your termination occurs.

     (c) For purposes of this Agreement, “cause” shall mean that the Company’s board of directors, acting in good faith after consultation with the Manager, determines that you have engaged in or committed: willful misconduct; gross negligence; theft, fraud or other illegal conduct; refusal or unwillingness to perform your duties; sexual harassment; any willful act that has the effect of injuring the business of the Company; violation of any fiduciary duty; or breach of any term of this agreement

     5.  Effect of a Change in Control.

     Upon a Change in Control, the Award Period shall be deemed completed in full as of the effective time of such transaction, the Performance Goals shall be deemed to have been attained at “Target” and the Performance Shares shall be converted into shares of Common Stock in accordance with Section 2 of this Award Agreement.

     6.  Effect of Termination of Management Agreement.

     If the management agreement between the Company and the Manager is terminated or not renewed other than for Cause (as such term shall be defined in the management agreement), provided that you are then employed by the Manager and occupy the position of CEO of the Company, the Award Period shall be deemed completed in full as of the effective time of such termination or non-renewal, the Performance Goals shall be deemed to have been attained at “Target” and the Performance Shares shall be converted into shares of Common Stock in accordance with Section 2 of this Agreement. If the management agreement is terminated or not renewed for Cause (as such term shall be defined in the management agreement) prior to the end of the Award Period, all Performance Shares shall be automatically forfeited without any consideration due to you.

     7.  Transfer Restrictions.

     Notwithstanding anything to the contrary in this Agreement, the Performance Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by you.

     No transfer by will or the