CAPITAL TRUST, INC. 2011 LONG-TERM INCENTIVE PLAN Performance Unit and Performance Share Award Agreement

General Terms of Your Award

Name of Participant

Grant Date

Recapture and

Recoupment

x        Section 14 of the Plan regarding Termination, Rescission, and Recapture shall apply to this Award.

x        Section 15 of the Plan regarding Recoupment shall apply to this Award.

Performance Unit. The Performance Unit portion of your Award is being granted pursuant to Section 9(b) of the Plan, and shall have the terms set forth in the table below, subject, absolutely, to the terms of the Plan and to the Committee’s discretion to interpret the Plan and this Award in any manner that the Committee may deem reasonably necessary or appropriate in order for this Award to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m)(4) of the Code, and associated tax regulations and rulings. The Performance Unit portion of your award provides that you may qualify to receive an amount of cash that falls within the range specified in the table below, such amount to be determined based on the extent to which, if at all, the Performance Measure(s) for such Award is achieved determined by applying the Performance Formula(e) against such Performance Measure(s) for the Performance Period.

Range in Amount of Cash

Threshold:

Target:

Maximum:

$                         

$                         

$                         

Performance Period

Performance Measure(s)

See Exhibit C attached hereto.

Performance Formula(e)

See Exhibit C attached hereto.

Accelerated Vesting

Not permitted (mainly to qualify for exemption under Code Section 162(m) regulations).

Performance Shares. The Performance Shares portion of your award provides that you may qualify to receive, subject to further vesting, a number of Shares (“Performance Shares”) with a value that falls within the range of values specified in the table below, such value to be determined based on the extent to which, if at all, the Performance Measure(s) for such Award is achieved determined by applying the Performance Formula(e) against such Performance Measure(s) for the Performance Period. The Performance Shares portion of your Award is being granted pursuant to Section 9(b) of the Plan, and shall have the terms set forth in the table below, subject, absolutely, to the terms of the Plan and to the Committee’s discretion to interpret the Plan and this Award in any manner that the Committee may deem reasonably necessary or appropriate in order for this Award to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m)(4) of this Code, and associated tax regulations and rulings.

Range in Value of Performance Shares

Threshold:

Target:

Maximum:

$                        

$                        

$                        

Performance Period

[January 1, 2012 to December 31, 2012]

Performance Measure(s)

See Exhibit D attached hereto.

Performance Formula(e)

See Exhibit D attached hereto.

Pricing Date to Determine Number of Shares (“Pricing Date”)

Date the Compensation Committee determines the number of Shares, if any, you may qualify to receive, subject to further vesting (“Shares Subject to Further Vesting”), based on the extent to which, if all, the Performance Measures have been achieved determined by applying the Performance Formula(e) against the Performance Measure(s) for the Performance Period. [Fifty] percent [50]% of any Shares Subject to Further Vesting will be subject to time-based vesting, and [fifty] percent [50]% of any Shares Subject to Further Vesting will be subject to performance-based vesting, as set forth below.

Vesting Schedule for Further Vesting with Respect to Time-Based Vesting Portion of Award

[[Fifty] percent ([50]%) of any Shares Subject to Further Vesting will vest in equal annual installments over the three-year period commencing on January 1, 2013 and ending on December 31, 2015]

Deferral Elections

¨       Not Permitted.

¨       Permitted through an election using the form attached as Exhibit F.

Performance Period for Further Vesting with respect to Performance-Based Vesting Portion of Award

[[Fifty] percent ([50]%) of any Shares Subject to Further Vesting will be subject to performance-based vesting over the four-year period commencing on January 1, 2013 and ending on December 31, 2016]

Performance Measure(s) for Determining Further Vesting

See Exhibit E attached hereto.

Performance Formula(e) for Further Vesting

See Exhibit E attached hereto.

Deferral Elections

¨       Not Permitted.

¨       Permitted through an election using the form attached as Exhibit F.

Accelerated Vesting

Not permitted (mainly to qualify for exemption under Code Section 162(m) regulations).

Issuance of Performance Shares. If you qualify to receive Performance Shares that remain subject to further vesting, the stock certificates evidencing such Shares that will be issued as of the Pricing Date will bear the following legend that shall remain in place and effective until all other vesting restrictions lapse and new certificates are issued pursuant to Section 7(b) below:

Unvested Performance Shares. You will be reflected as the owner of record on the Company’s books and records of any Performance Shares issued pursuant to this Award Agreement upon the achievement of the Performance Measure(s). The Company will hold the stock certificates for safekeeping until such Shares have become vested and non-forfeitable. You must deliver to the Company, as soon as practicable after the date any Performance Shares are issued, a stock power, endorsed in blank, with respect to any such Shares. If you forfeit any Performance Shares, the stock power will be used to return the certificates for the forfeited Shares to the transfer agent for cancellation. As the owner of record of any Performance Shares you qualify to receive pursuant to this Award Agreement, you will be entitled to all rights of a stockholder of the Company, including the right to vote the Shares and the right to the payment of any dividends pursuant to Section 6 below.

Dividends. You shall have Dividend Equivalent Rights with respect to all Shares Subject to Further Vesting, and Section 10 of the Plan shall determine your right to collect any cash dividends or Share dividends that are declared and paid to the holders of Shares between the Pricing Date and each further vesting date or, as applicable, deferred settlement date upon which you are entitled to receive Shares to settle this Award; provided that any dividends that are declared and paid in cash to the holders of Shares between the Pricing Date and each further vesting date shall be paid out to you in cash on the date set for payment of dividends to stockholders, unless the payment of such dividends has been deferred through your election made pursuant to Exhibit F.

Vesting.

After the Performance Period for the Performance Unit, if you qualify to receive an amount of cash pursuant to the Performance Unit as determined and calculated by the Committee, you shall be paid such cash amount in conformity with the Company’s bonus payment practices generally applicable to senior executives of the Company.

If you qualify to receive any Performance Shares, subject to further vesting, as the further vesting restrictions become satisfied over time or upon satisfaction of the relevant Performance Measures, the Company shall cause new stock certificates for the Performance Shares so vested to be delivered to you, with such legends as the Company determines to be appropriate. New certificates shall not be delivered to you unless you have made arrangements satisfactory to the Committee to satisfy tax-withholding obligations.

CTIMCO Change in Control.

As a condition to the consummation of any CTIMCO Change in Control (as defined below), the Company shall cause the successor or acquiror in the merger, consolidation or other acquisition with or of CTIMCO (the “CTIMCO Successor”) to assume this Award so that the CTIMCO Successor shall become bound by all of the Company’s obligations hereunder. Your right to cash and Shares shall continue to vest in accordance with Sections 2 and 3 hereof, provided that you are employed by the CTIMCO Successor or its Affiliates at the time of such vesting. The term “CTIMCO Change in Control” shall have the same meaning as the term Change in Control substituting “CTIMCO” (as defined below) for “Company” mutatis mutandis for purposes of interpretation. “CTIMCO” means CT Investment Management Co., LLC.

As a condition to the consummation of any Successor Change in Control (as defined below), the CTIMCO Successor shall cause the successor or acquiror in the merger, consolidation or other acquisition transaction (the “Successor’s Successor”) to assume this Award so that the Successor’s Successor shall become bound by all of the Company’s obligations hereunder. Your right to cash and Shares shall continue to

vest in accordance with Sections 2 and 3 hereof, provided that you are employed by the Successor’s Successor or its Affiliates at the time of such vesting. The term “Successor Change in Control” shall have the same meaning as the term Change in Control substituting “Successor’s Successor” (as defined herein) for “Company” mutatis mutandis for purposes of interpretation.

Restrictions on Transfer of Award. This Award may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee, except as provided in Section 12(a) of the Plan. Notwithstanding the foregoing, you may transfer this Award Agreement:

by instrument to your Immediate Family;

by instrument to an inter vivos or testamentary trust (or other entity) in which the Award is to be passed to your designated Beneficiaries; and

by gift to charitable institutions.

Designation of Beneficiary. Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a death beneficiary (the “Beneficiary”) to your interest, if any, in this Award and any underlying Shares. You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit G (the “Designation of Death Beneficiary”) and delivering an executed copy of the Designation of Death Beneficiary to the Company. To the extent you do not duly designate a beneficiary who survives you, your estate will automatically be your beneficiary.

Taxes. Except to the extent otherwise specifically provided in an employment or consulting agreement between you and the Company or its Affiliates, by signing this Award Agreement, you acknowledge that you shall be solely responsible for the satisfaction of any taxes that may arise pursuant to this Award (including taxes arising under Code Sections 409A (regarding deferred compensation) or 4999 (regarding golden parachute excise taxes)), and that neither the Company nor the Committee shall have any obligation whatsoever to pay such taxes or to otherwise indemnify or hold you harmless from any or all of such taxes. The Committee shall have the sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the Plan and this Award Agreement.

Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered: (i) electronically, (ii) personally, (iii) by certified mail, return receipt requested, or (iv) by an internationally recognized overnight courier (e.g., FedEx). In the case of delivery pursuant to clauses (i), (iii) and (iv) of the immediately preceding sentence, addressed to as follows:

if to you, at the last address that the Company had for you on its records;

if to the Company, to Capital Trust, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, attention: Chief Financial Officer.

Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legatees, legal representatives, successors, permitted transferees, and permitted assigns.

Modifications. This Award Agreement may be modified or amended at any time, in accordance with Section 18 of the Plan and provided that you must consent in writing to any modification that adversely and materially affects any rights or obligations under this Award Agreement.

Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof.

Counterparts. This Award Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Plan Governs. By signing this Award Agreement, you acknowledge that you have received a copy of the Plan and that your Award Agreement is subject to all the provisions contained in the Plan, the provisions of which are made a part of this Award Agreement and your Award is subject to all interpretations, amendments, rules and regulations which from time to time may be promulgated and adopted pursuant to the Plan. In the event of a conflict between the provisions of this Award Agreement and those of the Plan, the provisions of the Plan shall control.

Investment Purposes. By executing this Award Agreement, you represent and warrant that any Shares issued to you pursuant to your Award will be held for investment purposes only for your own account, and not with a view to, for resale in connection with, or with an intent in participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

Securities Law Prospectus and Restrictions. By executing this Award Agreement you acknowledge that you have received a copy of the Prospectus describing the Plan. A copy of the Plan’s Prospectus is attached as Exhibit B. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the

Not a Contract of Employment. By executing this Award Agreement you acknowledge and agree that (i) any person who is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that he or she was terminated to preclude vesting; (ii) you promise never to make such a claim; (iii) nothing in this Award Agreement or the Plan confers on you any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way your right or the Company’s right to terminate your employment, service, or consulting relationship at any time, with or without Cause; and (iv) the Company would not have granted this Award to you but for these acknowledgements and agreements.

Severability. Subject to one exception, every provision of this Award and the Plan is intended to be severable, and if any provision of the Plan or this Award is held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to be fully effective. The only exception is that this Award shall be unenforceable if any provision of the preceding section (Not a Contract of Employment) is illegal, invalid, or unenforceable.

Employment Agreement Provision [OPTION IF EMPLOYEE HAS AN EMPLOYMENT AGREEMENT] By executing this Award, you acknowledge and agree that your rights upon a termination of employment before full vesting of this Award will be determined under Section             of your employment agreement with the Company and             , dated as of             , 20        .

Long-term Consideration for Award. [OPTIONAL] The terms and conditions set forth in Exhibit H are hereby incorporated by reference and made an integral part of this Award Agreement. An invalidation of all or part of Exhibit H, or your commencement of litigation to invalidate, modify, or alter the terms and conditions set forth in Exhibit H, shall cause this Award to become null, void, and unenforceable.

Governing Law. The laws of the State of New York shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

Performance Measure

Threshold Award Amount

Performance Measure

Threshold Award Value

Performance Measure

Threshold Award Value

to receive an immediate cash payment equal to the product of (i) the sum of the DSUs and Performance Shares subject to further vesting then credited to my account and (ii) the per Share dividend, or

to receive additional DSU credits having a Fair Market Value (determined as of the date of any such dividend) equal to the cash that I would have received if I had so elected above.

Event

Form of Distribution

        My Death

¨       One lump sum distribution.

¨       Substantially equal annual   payments over a period of years   (up to 10).

¨       The next January 1^st.

¨       Other:                         .

        My Disability

¨       One lump sum distribution.

¨       Substantially equal annual   payments over a period of            years (up to 10).

¨       The next January 1^st.

¨       Other:                         .

        My Other Separation from Service

¨       One lump sum distribution.

¨       Substantially equal annual   payments over a period of            years (up to 10).

¨       The next January 1^st.

¨       Other:                         .

        Change in Control

¨       One lump sum distribution.

¨       Substantially equal annual   payments over a period of            years (up to 10).

¨       The next January 1^st.

¨       Other:                         .

        Specified Date

¨       One lump sum distribution.

¨       Substantially equal annual   payments over a period of            years (up to 10).

any Award that I have received or ever receive under the Plan.

the             Award that I received pursuant to an award agreement dated             ,             between myself and the Company.

declaration that the Award is null and void and of no further force or effect;

recapture of any Shares issued to you, or any designee or beneficiary of you, pursuant to the Award;

recapture of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed of by you, or any designee or beneficiary of you.