STOCK AWARD AGREEMENT
THIS AGREEMENT, dated the ______ day of __________, 200_ (the "Date of
Grant"), between Resource Capital Corp., a Maryland corporation (the "Company")
and _________________________, is made pursuant and subject to the provisions of
the Company's 2005 Stock Incentive Plan (the "Plan"), a copy of which has been
made available to ______________________________. All terms used herein that are
defined in the Plan have the same meaning given them in the Plan.
1. AWARD. Subject to the terms and conditions of the Plan and subject
further to the terms and conditions herein set forth, the Company hereby grants
_____________________ a Stock Award covering ______ shares of Common Stock.
2. VESTING. The shares of Common Stock subject to this Stock Award
shall vest as follows:
(a) Subject to __________________ continued service to the
Company and its Affiliates, one-third of the shares of Common Stock subject to
this Stock Award shall vest on each of the first, second and third anniversaries
of the Date of Grant. If the vesting schedule described in the preceding
sentence results in the vesting of a fractional share of Common Stock, such
fractional share shall not be deemed vested pursuant to the vesting schedule but
shall vest when such fractional share and other fractional shares that would
have become vested aggregate whole shares of Common Stock.
(b) If ________________ service to the Company and its
Affiliates is terminated for Cause, the shares of Common Stock subject to this
Stock Award shall be forfeited to the extent they have not previously vested.
(c) In accordance with the Plan, shares of Common Stock
subject to this Stock Award that have not previously vested shall become
immediately vested on the Control Change Date.
(d) Shares of Common Stock subject to this Stock Award that do
not vest in accordance with this paragraph shall be forfeited.
3. CUSTODY OF CERTIFICATES. The Company shall retain custody of the
certificates evidencing the shares of Common Stock subject to this Stock Award
until the shares have become vested under paragraph 2. The Company shall deliver
the certificates evidencing the shares of Common Stock subject to this Stock
Award promptly after the shares have become vested in accordance with paragraph
2. With respect to any shares of Common Stock subject to this Stock Award that
are forfeited in accordance with paragraph 2, _______________________ hereby
appoints the Secretary of the Company as its attorney to transfer any such
forfeited shares on the books of the Company with full power of substitution in
the premises. The Secretary of the Company shall use the authority granted under
the preceding sentence to cancel any shares of Common Stock that are forfeited
under paragraph 2.
4. SHAREHOLDER RIGHTS. Subject to the provisions of the Plan and this
Agreement, the holder thereof shall have all the rights of a shareholder of the
Company with respect to the shares of Common Stock subject to this Stock Award,
including the right to vote such shares and receive dividends thereon, from the
Date of Grant.
5. TRANSFERABILITY. The shares of Common Stock subject to this Stock
Award may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered before they vest in accordance with paragraph 2.
6. CHANGE IN CAPITAL STRUCTURE. The terms of this Agreement, including
the number of shares of Common Stock subject to this Stock Award shall be
adjusted as the Board determines is equitably required in the event the Company
effects one or more stock dividends, stock splits, subdivisions or
consolidations of shares or other similar changes in capitalization.
7. CONFLICTS. In the event of any conflict between the provisions of
the Plan as in effect on the Date of Grant and the provisions of this Agreement,
the provisions of the Plan shall govern. All references herein to the Plan mean
the Plan as in effect on the date hereof.
8. BOUND BY PLAN. ____________________ hereby acknowledges that a copy
of the Plan has been made available to it and agrees to be bound by all the
terms and provisions thereof.
9. BINDING EFFECT. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
successors of _____________________.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Maryland.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
signed by a duly authorized officer.
Resource Capital Corp.
By: By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name
Title: Chief Legal Officer and Title:
Secretary