STOCK AWARD AGREEMENT
THIS AGREEMENT, dated as of the ____ day of ________, 2005, between
Resource Capital Manager, Inc., a Delaware corporation (the "Company") and
_____________________ (the "Grantee"), is made subject to the provisions of
Resource Capital Corp.'s ("RCC") 2005 Stock Incentive Plan (the "Plan"). All
terms used herein that are defined in the Plan have the same meaning given them
in the Plan.
RECITALS
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A. Pursuant to the Stock Award Agreement dated March 8, 2005 (the
"Manager Award Agreement"), RCC granted to the Company 345,000 shares of common
stock of RCC (the "Common Stock").
B. As set forth in Section 5 of the Manager Award Agreement, the
Company may transfer all or part of the shares granted to it in the Manager
Award Agreement to one or more of its employees or officers or an individual who
otherwise provides services to it.
C. The Company has informed RCC that, pursuant to Section 5 of the
Manager Award Agreement, the Company wishes to transfer to the Grantee certain
shares of the Common Stock that the Company was previously awarded.
D. As set forth in Section 5 of the Manager Award Agreement, the
Company hereby issues this Stock Award Agreement to govern the award of Common
Stock to the Grantee.
AGREEMENT
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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
the Grantee a Stock Award for _____ shares of Common Stock.
2. VESTING. The shares of Common Stock subject to this Stock Award
shall vest as follows:
(a) Subject to the Company's continued service to RCC 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 the Company's service to RCC and its Affiliates is
terminated for Cause (as defined in the Management Agreement), the shares of
Common Stock subject to this Stock Award shall be forfeited to the extent they
have not previously vested, as set forth in the Manager Award Agreement.
(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) If the Grantee ceases to be employed by, or provide
services to, the Company or its Affiliates, the Grantee's shares of Common Stock
subject to this Stock Award that have not vested in accordance with this
paragraph shall be forfeited to the Company.
3. CUSTODY OF CERTIFICATES. Pursuant to the Manager Award Agreement,
RCC will retain custody of the certificates evidencing the Common Stock until
the shares have become vested thereunder, at which time RCC will then deliver
the certificates to the Company. 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 hereunder, at which time the Company shall
deliver the certificates to the Grantee. With respect to any shares of Common
Stock subject to this Stock Award that are forfeited in accordance with
paragraph 2, Grantee hereby appoints the Secretary of RCC as its attorney to
transfer any such forfeited shares on the books of RCC 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(b).
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 RCC
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 hereof.
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. After
such Stock Award vests in accordance with paragraph 2, no sale or disposition of
such shares shall be made in the absence of an effective registration statement
under the Securities Act with respect to such shares unless an opinion of
counsel satisfactory to RCC that such sale or disposition will not constitute a
violation of the Securities Act or any other applicable securities laws is first
obtained.
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 Plan provides in the event RCC 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. GRANTEE BOUND BY PLAN AND MANAGER AWARD AGREEMENT. The Grantee
hereby acknowledges that a copy of the Plan and the Manager Award Agreement have
been made available to him or her 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 the Grantee and any transferee of the Grantee in accordance with
paragraph 5 and the successors of the Company.
10. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Maryland.
[Signatures appear on following page]
IN WITNESS WHEREOF, the undersigned parties have executed this Stock
Award as of the date above.
Resource Capital Manager, Inc. Grantee
By:
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Name: Name:
Title: