Exhibit 10.15
CAPITAL TRUST, INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
DEFERRED SHARE UNIT PROGRAM
ELECTION FORMS
CAPITAL TRUST, INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
DEFERRED SHARE UNIT PROGRAM
-----------------------------
Deferral Election Form
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AGREEMENT, made this ___ day of ___________, 20__, by and between me, as
a participant in the Capital Trust, Inc. Amended and Restated 2004 Long-Term
Incentive Plan (the "Plan") and Capital Trust, Inc. (the "Company").
WHEREAS, the Company has approved a deferred share unit program pursuant
to the Plan, and I am eligible to participate in the Plan on the terms set forth
therein and in this Deferral Election Form and the attached Distribution
Election Form (together, the "Program Documents").
NOW THEREFORE, it is mutually agreed as follows:
1. By the execution hereof, I hereby agree to participate in the Plan
upon the terms and conditions set forth in the Program Documents, and, in
accordance therewith, elect to defer the receipt of:
___% of my base salary, cash bonus or cash-based director fees,
including annual retainer.
___% of my compensation in the form of _______________________.
2. This election will continue in force until either the termination of
my Continuous Service with the Company, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.
CAPITAL TRUST, INC. PARTICIPANT
By ______________________________________ ___________________________________
A duly authorized officer or director
Date: ___________________________________ Date: _____________________________
CAPITAL TRUST, INC.
AMENDED AND RESTATED
2004 LONG-TERM INCENTIVE PLAN
DEFERRED SHARE UNIT PROGRAM
-----------------------------
Distribution Election Form
------------------------------
AGREEMENT, made this ___ day of __________, 20__, by and between me, as
a participant in the Capital Trust, Inc. Amended and Restated 2004 Long-Term
Incentive Plan (the "Plan"), and Capital Trust, Inc. (the "Company") with
respect to distribution of my account ("Account") under the Plan. We agree that
any term that begins herein with initial capital letters shall have the special
meaning defined in the Plan, unless the context clearly requires otherwise.
NOW THEREFORE, it is mutually agreed as follows:
1. Nature of Distribution. I recognize that distributions from my
Account will be made in the form of one Share for each Deferred Share Unit
credited to my Account.
2. Timing of Distributions. I hereby elect to commence receiving
distributions from my Account on the following date:
|_| on the date that is 6 months after termination of my Continuous
Service.
|_| on the January 1st that next follows the date that is ___ (not
more than 10) years after the termination of my Continuous
Service with the Company.
|_| on _________ ___, ____ (which is not later than my 70th birthday
and not earlier than 6 months and not later than 10 years after
the termination of my Continuous Service).
|_| on the date of a Change in Control of the Company, to the extent
allowable under Treasury Regulations under Section 409A of the
Code.
3. Manner of Distribution. I hereby elect to have my Account distributed
in the following manner:
|_| in a single lump sum.
|_| in substantially equal annual installments over a period of ___
years (not to exceed 10 years following termination of my
Continuous Service).
4. Form of Payment to Beneficiary. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--
|_| in a single lump sum to be distributed on the first date that is
6 months after my death.
Deferred Share Unit Program - Distribution Election Form
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2
|_| in accordance with the payment schedule selected in paragraphs 2
and 3 hereof (with payments made as though I survived to collect
all benefits, and as though I terminated service on the date of
my death if payments had not already begun).
5. Designation of Beneficiary. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:
a. Primary Beneficiary. I hereby designate the person(s) named
below to be my primary beneficiary and to receive the balance of
any unpaid portion of my Account.
========================================================================
Name of Social Security Mailing Address Percentage of
Primary Beneficiary Number Death Benefit
------------------------------------------------------------------------
%
------------------------------------------------------------------------
%
========================================================================
b. Contingent Beneficiary. In the event that a primary beneficiary
or beneficiaries named above are not living at the time of my
death, I hereby designate the following person(s) to be my
contingent beneficiary for purposes of the Plan:
========================================================================
Name of Social Security Mailing Address Percentage of
Contingent Beneficiary Number Death Benefit
------------------------------------------------------------------------
%
------------------------------------------------------------------------
%
========================================================================
6. Effect of Election. The elections made in paragraphs 2, 3, and 4
hereof shall be irrevocable. I recognize, however, that I may, by submitting an
effective superseding election, at any time and from time to time prospectively
change the beneficiary designation and the manner of payment to a Beneficiary.
Such elections shall, however, become irrevocable upon my death.
7. Satisfaction of Plan Commitments. The parties recognize and agree
that the Company will have fully honored and discharged its obligations under
this Agreement and the Plan if the Company distributes my Account in accordance
with the provisions hereof.
Deferred Share Unit Program - Distribution Election Form
Capital Trust, Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3
CAPITAL TRUST, INC. PARTICIPANT
By _____________________________________ __________________________________
A duly authorized officer or director
Date: __________________________________ Date: ____________________________
