Exhibit 10.10
CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN
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Stock Option Award Agreement
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Award No.
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You (the "Participant") are hereby awarded the following stock option
(the "Option") to purchase class A common stock of Capital Trust, Inc. ("the
"Company"), subject to the terms and conditions set forth in this Stock Option
Award Agreement (this "Award Agreement") and in the Capital Trust, Inc. Amended
and Restated 2004 Long-Term Incentive Plan (the "Plan"), which is attached
hereto as Exhibit A. Capitalized terms used herein and not otherwise defined
herein shall have the meanings given to such terms in the Plan.
1. Variable Terms. This Option shall be controlled by and interpreted according
to the following terms, subject to the provisions of the Plan in all instances:
Name of Participant:
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Type of Stock Option: |_| Incentive Stock Option (ISO)(1)
|_| Non-Incentive Stock Option
Number of Shares subject to Option:
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Option Exercise Price per Share:
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Date of Option Grant:
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Expiration Date: |_| ____ years after Date of Option
Grant
|_| 10 years after Date of Option
Grant
Vesting Schedule: (Establishes the Participant's rights to exercise
this Option with respect to the Number of Shares
stated above.)
|_| ___% on Date of Option Grant.
|_| ___% on each of the first __(#) annual
(_quarterly/__monthly) anniversary dates of the
Participant's Continuous Service after the Date of
Option Grant.
__________________________
1 If an ISO is awarded to a person owning more than 10% of the voting power of
all classes of stock of the Company or of any Subsidiary, then the term of the
Option cannot exceed 5 years and the exercise price must be at least 110% of the
Fair Market Value (100% for any other employee who is receiving ISO awards).
|_| The Participant may exercise this Option before
vesting occurs, in accordance with Section ___ of
the Plan.
2. Term of Option. The term of the Option will expire at 5:00 p.m. (E.D.T. or
E.S.T., as applicable) on the Expiration Date.
3. Manner of Exercise. The Option shall be exercised in the manner set forth in
the Plan. The amount of Shares for which the Option may be exercised is
cumulative; that is, if the Participant fails to exercise the Option for all of
the Shares vested under the Option during any period set forth above, then any
Shares subject to the Option that are not exercised during such period may be
exercised during any subsequent period, until the expiration or termination of
the Option pursuant to Sections 2 and 5 of this Award Agreement and the terms of
the Plan. Fractional Shares may not be purchased.
4. Premature Disposition of an ISO. If the Participant sells or otherwise
disposes of Shares acquired upon the exercise of an ISO within 1 year from the
date such Shares were acquired or 2 years from the Date of Option Grant, the
Participant agrees to deliver a written report to the Company within 10 days
following the sale or other disposition of such Shares detailing the net
proceeds of such sale or disposition.
5. Termination of Continuous Service. If the Participant's Continuous Service
with the Company is terminated for any reason, this Option shall terminate on
the date on which the Participant ceases to have any right to exercise the
Option pursuant to the terms and conditions set forth in Section 6 of the Plan.
6. Subject to Plan. This Option is subject to all of the terms and conditions of
the Plan, and by executing this Award Agreement, the Participant agrees to be
bound by all of the Plan's terms and conditions as if it had been set out
verbatim in this Award Agreement. In addition, the Participant recognizes and
agrees that all determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board or of the Committee in their sole
and absolute discretion, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including the Participant, his or her heirs, and representatives.
7. Designation of Beneficiary. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, the Participant may expressly designate a beneficiary (the
"Beneficiary") to his or her interest in (including the right to exercise) the
Option awarded hereby. The Participant shall designate the Beneficiary by
completing and executing a designation of beneficiary agreement substantially in
the form attached hereto as Exhibit B (the "Designation of Beneficiary") and
delivering an executed copy of the Designation of Beneficiary to the Company.
The Participant may, at any time, change or revoke such designation. A
Beneficiary designation, or revocation of a prior Beneficiary designation, shall
be effective only if it is made in writing on a form provided by the Company,
signed by the Participant and received by the Company. If the Participant does
not designate a Beneficiary or the Beneficiary dies prior to the exercise of the
Option, the Participant's interest in (including the right to exercise) the
Option shall become part of the Participant's estate.
8. Notices. Any notice, payment or communication required or permitted to be
given by any provision of this Award Agreement shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed as follows:
(a) if to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, to the attention of: Committee administering the Amended
and Restated 2004 Long-Term Incentive Plan;
(b) if to the Participant, at the address set forth below his or
her signature on the signature page hereto.
Each party may, from time to time, by notice to the other party hereto, specify
a new address for delivery of notices relating to this Award Agreement. Any such
notice shall be deemed to be delivered, given, and received for all purposes as
of the date such notice is received or properly mailed.
9. Binding Effect. 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 heirs, legatees, legal representatives, successors, transferees, and
assigns.
10. Modifications. This Award Agreement may be modified as follows: (i) to
accelerate the rate at which this Award Agreement may be exercised (including
without limitation permitting the Award Agreement to be exercised in full
without regard to its installment or vesting provisions or to whether the Award
Agreement is at the time exercisable, to the extent it has not previously been
exercised, (ii) to accelerate the vesting of the Award Agreement, (iii) to
extend or renew the Award Agreement, or (iv) to accept the cancellation of the
Award Agreement to the extent not previously exercised either for the granting
of a new Award Agreement or for other consideration in substitution or
replacement hereof.
11. Headings. Headings shall be ignored in interpreting this Award Agreement.
12. Severability. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.
13. 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. Any suit with respect to the
Award Agreement will be brought in the federal or state courts in the districts
which include New York City, New York, and you agree and submit to the personal
jurisdiction and venue thereof.
14. 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.
BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.
CAPITAL TRUST, INC.
By: ___________________________________________
A duly authorized Director or Officer
The undersigned Participant hereby accepts the
terms of this Award Agreement and the Plan.
By: ___________________________________________
Name of Participant: ______________________
Address:___________________________________
___________________________________________
Exhibit A
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CAPITAL TRUST, INC.
AMENDED AND RESTATED 2004 LONG-TERM
INCENTIVE PLAN
Exhibit B
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Designation of Beneficiary Form
In connection with the STOCK OPTION AWARD AGREEMENT (the "Award
Agreement") entered into on _______________, 200_ between Capital Trust, Inc.
(the "Company") and _______________, an individual residing at _______________
(the "Participant"), the Participant hereby designates the person specified
below as the beneficiary of the Participant's interest in (including the right
to exercise) a stock option to purchase shares of class A common stock of the
Company awarded pursuant to the Award Agreement. This designation shall remain
in effect until revoked in writing by the Participant.
Name of Beneficiary: ___________________________________
Address: ___________________________________
___________________________________
___________________________________
Social Security No.: ___________________________________
The Participant understands that this designation operates to entitle
the above-named beneficiary to the rights conferred by the Award Agreement from
the date this form is delivered to the Company until such date as this
designation is revoked in writing by the Participant, including by delivery to
the Company of a written designation of beneficiary executed by the Participant
on a later date.
Date: ____________________________
By: ____________________________
[Participant Signature]
Sworn to before me this
____ day of ____________, 200_
______________________________
Notary Public
County of ___________________
State of ___________________