SECOND AMENDMENT
TO
NORTHSTAR REALTY FINANCE CORP.
2004 OMNIBUS STOCK INCENTIVE PLAN
A. The NorthStar Realty Finance Corp. 2004 Omnibus Stock Incentive Plan, as adopted by the Board of Directors (the “Board”) of NorthStar Realty Finance Corp. (the “Company”) on October 19, 2004 and approved by stockholders of the Company on October 20, 2004, and as amended by the Board of Directors on April 12, 2006, and approved by stockholders on May 23, 2006 (as so amended, the “Plan”) is hereby further amended as follows:
| 1. | Section 4(a) of the Plan is amended to increase the number of shares of common stock reserved and available for issuance under the Plan from 5,933,038 to 8,933,038 by replacing the existing text with the following: |
| “(a) | The total number of shares of Stock reserved and available for issuance under the Plan (the “Reserved Shares”) shall be 8,933,038 shares of Stock, subject to adjustment as set forth in Section 5 below. Such shares of Stock may consist, in whole or in part, of authorized and unissued shares of Stock or treasury shares.” |
B. Except as amended herein, the Plan is confirmed in all other respects.
C. This Second Amendment shall be effective upon approval by the stockholders of the Company.
| | | |
| | NORTHSTAR REALTY FINANCE CORP. |
|
|
|
| | By: | /s/ Albert Tylis |
| |
Albert Tylis |
| | Executive Vice President and General Counsel |
