NORTHSTAR REALTY FINANCE CORP.
2004 LONG-TERM INCENTIVE BONUS PLAN
AWARD NOTIFICATION
Name of Participant: {{NAME}}
Grant Date: October 29, 2004
Performance Period A: The four consecutive calendar quarters
beginning with the calendar quarter that begins
on October 1, 2005.
Performance Period B: The four consecutive calendar quarters
beginning with the calendar quarter that begins
on October 1, 2006.
Performance Period C: The eight consecutive calendar quarters
beginning with the calendar quarter that begins
on October 1, 2005.
Performance Period D: The period from the date of the closing of the
Initial Public Offering until the later of the
date of a Change in Control or September 30,
2007.
Target Incentive Bonus Award: {{AWARD}} Shares plus a number of Shares equal
to {{PERCENT}} of the Overallotment IPO Shares;
provided that the Target Incentive Bonus Award
may not exceed {{MAX}} Shares.
Form of Payment: Cash, Shares, LTIP Units, Other Share-Based
Awards and/or such other form or forms of
payment as determined by the Committee in its
sole discretion at the end of the Performance
Period; provided that the payment method shall
not subject to any additional vesting
requirements.
Performance Objective: If, during Performance Period A, the annual
Return on Paid in Capital equals or exceeds
12.5%, then 50% of the Target Incentive Bonus
Award will be payable following the end of
Performance Period A. If, during Performance
Period B, the annual Return on Paid in Capital
equals or exceeds 12.5%, then 50% of the Target
Incentive Bonus Award will be payable following
the end of Performance Period B. If the
performance objective for Performance Period A
is not obtained, then if, during Performance
Period C, the average annual Return on Paid in
Capital equals or exceeds 12.5%, then, in
addition to the payment of 50% of the Target
Incentive Bonus Award with respect to
Performance Period
B, 50% of the Target Incentive Bonus Award will
be payable following the end of Performance
Period C; provided that under no circumstances
shall more than 100% of the Target Incentive
Bonus Award be payable hereunder with respect
to the above-referenced Performance Periods. If
a Change in Control occurs at any time on or
after the date of the closing of the Initial
Public Offering and prior to September 30,
2007, then (i) 100% of the Target Incentive
Bonus Award (less any amount of the Target
Incentive Bonus Award previously paid or due
for a Performance Period ending on or prior to
the Change in Control) will be payable if the
Internal Rate of Return for Performance Period
D equals or exceeds 12.5% and (ii) the
Participant will not be eligible to receive any
portion of the Target Incentive Bonus Award
with respect any Performance Period that did
not end on or prior to the Change in Control.
If a Change in Control does not occur on or
before September 30, 2007, none of the Target
Incentive Bonus Award will be paid with respect
to Performance Period D.
Pursuant to the Northstar Realty Finance Corp. 2004 Long-Term Incentive
Bonus Plan, as amended through the date hereof (the "Plan"), the Compensation
Committee (the "Committee") of the Board of Directors of Northstar Realty
Finance Corp. (the "Company") has selected you as a Participant in the Plan with
respect to the Performance Periods specified above. Your Target Incentive Bonus
Award, Form of Payment, and Performance Objectives are specified above.
Please note that your participation in the Plan is subject to the terms
and conditions of the Plan. Pursuant to this Award Notification and Section 8.2
of the Plan, if the Performance Objectives specified above are obtained the
Committee may not reduce the amount paid in connection with the Target Incentive
Bonus Award specified above. A copy of the Plan is attached hereto and
incorporated herein by this reference.
NORTHSTAR REALTY FINANCE CORP.
By:
------------------------------------
Name: Mark E. Chertok
Title: Chief Financial Officer and
Treasurer
