CBRE REALTY FINANCE, INC.
2005 EQUITY INCENTIVE PLAN
FORM OF OPTION AWARD
AGREEMENT
AGREEMENT by and between CBRE Realty
Finance, Inc., a Maryland corporation (the
“Company”) and
[ ]
(the “Optionee”), dated as of the 9th day of June,
2005.
WHEREAS, the Company maintains the
CBRE Realty Finance, Inc. 2005 Equity Incentive Plan (as amended
from time to time, the “Plan”) (capitalized terms
used but not defined herein shall have the respective meanings
ascribed thereto by the Plan);
WHEREAS, the Optionee is an employee
of the Manager (as defined below), who provides services as
described below to the Company;
WHEREAS, the Company and the Manager
have expressly acknowledged the direct nature of the
Optionee’s service for the Company, and the grant made hereby
is expressly acknowledged as being in consideration of such
services; and
WHEREAS, the Manager, pursuant to
authority given to it under Sections 3.1(b) and 4.1(a) of
the Plan, has determined that it is in the best interests of the
Company and its stockholders to grant a stock option to the
Optionee subject to the terms and conditions set forth
below.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
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1.
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Grant of
Stock Option .
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The Company hereby grants the
Optionee an option (the “Option”) to purchase
[ ]
shares of Common Stock, subject to the following terms and
conditions and subject to the provisions of the Plan. The Plan is
hereby incorporated herein by reference as though set forth herein
in its entirety.
The Option is not intended to be and
shall not be qualified as an “incentive stock option”
under Section 422 of the Code.
The Option Price per Share shall be
$15.00.
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3.
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Initial
Exercisability .
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Subject to paragraphs 4 and 5 below,
the Option, to the extent the Option has not otherwise expired or
been forfeited, shall first become exercisable as
follows:
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Percent of the Grant
Exercisable
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June 9, 2006
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33.33%
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June 9, 2007
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66.66%
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June 9, 2008
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100.00%
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4.
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Exercisability Upon and After Termination of
Optionee .
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(a) In the event the Optionee has a
Termination of Service for Voluntary Resignation or Retirement (as
such terms are defined in the limited liability company agreement
of LJMCO Management Dedicated Term Pool LLC (the “Dedicated
Agreement”)), then the Option (if exercisable) may be
exercised until the expiration of the three-month period to follow
the Termination of Service, or if earlier, the expiration of the
term of the Option as provided under paragraph 5 below; provided,
that, if the Optionee should die after the Termination of Service,
but while the Option is still in effect, the Option (if and to the
extent otherwise exercisable by the Optionee at the time of
death) may be exercised until the earlier of (i) one year
from the date of the Termination of Service of the Optionee, or
(ii) the date on which the term of the Option expires in
accordance with paragraph 5 below.
(b) In the event the Optionee has a
Termination of Service on account of Termination Without Cause,
Death or Permanent Disability of the Optionee (as such terms are
defined in the Dedicated Agreement), the Option shall immediately
vest with respect to an additional one-third of the Shares subject
to the Option (whether or not otherwise exercisable) and the
portion of the Option otherwise exercisable may be exercised until
the earlier of (i) one year from the date of the Termination
of Servi
