Exhibit 10.15
AMENDMENT NO. 1 TO
JER INVESTORS TRUST
INC.
NONQUALIFIED STOCK OPTION AND
INCENTIVE AWARD PLAN
(MANAGER ONLY)
THIS AMENDMENT NO.1 to the JER
Investors Trust Inc. Nonqualified Stock Option and Incentive Award
Plan (Manager Only) (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:
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1.
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The Plan is
amended by inserting the following as a new
Section 10.6:
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10.6 Section 409A .
Notwithstanding any provision of the Plan, to the extent that any
Award would be subject to Section 409A, no such Award may be
granted if it would fail to comply with the requirements set forth
in Section 409A. To the extent that the Committee determines
that the Plan or any Award i
