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Exhibit 10.7
THE GSC CORP. 2005 STOCK
INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AWARD AGREEMENT
GSC Capital
Corp., a Maryland corporation (the “Company”), hereby
grants to the “Participant” a Non-qualified Stock
Option to purchase shares of Common Stock of the Company pursuant
to the GSC Corp. 2005 Stock Incentive Plan (the “Plan”)
upon the following terms and conditions:
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Optionee:
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Non-qualified
Option:
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Name:
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GSCP (NJ), L.P.
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Grant Date:
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July 11, 2005
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Employer
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Option Granted (#
shares):
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102,000
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I.D. No.:
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13-4090785
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Address:
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500 Campus Drive
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Purchase Price Per
Share:
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$25.00
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Suite 220
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Florham Park, NJ 07932
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Total Cost to Exercise:
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$2,550,000.00
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1.
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This Non-qualified Stock
Option is subject to all terms and conditions of this Agreement and
the Plan, the terms of which are hereby incorporated by reference.
Capitalized terms not otherwise defined herein shall have the
meaning assigned to such term in the Plan.
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2.
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The term of this Option shall
be for a period of ten years, but may expire earlier as provided
under the terms of the Plan.
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3.
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Except to the extent this
Option becomes exercisable earlier in accordance with the terms of
the Plan, this Option shall vest and become exercisable as to
shares of Common Stock in accordance with the following
schedule:
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Vesting =
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34,000
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shares after the first
anniversary of the grant date
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34,000
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shares after the second
anniversary of the grant date
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34,000
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shares after the third
anniversary of the grant date
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For purposes of the Agreement
and the Plan, your Service shall be deemed to be terminated on the
date you cease to be the Manager within the meaning of the Offering
Memorandum and such termination shall be treated as being described
in Section 10(a)(iii) of the Plan.
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4.
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Subject to the terms and
conditions of the Plan and this Agreement, the Participant may
exercise this Option in whole or in part by giving
appropriate
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