EXHIBIT 10.6
[FORM FOR MANAGEMENT EMPLOYEES -
DEFERRAL OPPORTUNITY]
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN
GRANT AGREEMENT
THIS GRANT AGREEMENT is made and entered into as of the ____ day of
____________, 200__ (the "Date of Grant"), by and between RAIT Investment Trust,
a Maryland real estate investment trust, ("RAIT") and ______________, an
employee of RAIT or its subsidiaries or affiliates (the "Employee").
RECITALS:
WHEREAS, RAIT has established the RAIT Investment Trust Phantom Share Plan
(the "Plan") for the benefit of its and its subsidiaries and affiliates
employees and the non-employee members of RAIT's Board of Trustees;
WHEREAS, in connection with the Employee's employment, the Committee has
designated the Employee as a Participant in the Plan and determined to grant the
Employee an award under the Plan; and
WHEREAS, the Employee must designate a Beneficiary to receive any benefits
due to the Employee under the Plan subsequent to the Employee's death.
NOW, THEREFORE, in consideration of the mutual covenants contained in the
Plan, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Designated Participant and Award of Rights. The Employee is designated as a
Participant in the Plan under the terms of Article IV of the Plan, effective
___________ ___, 200__. The Employee's award is for _____ Phantom Shares, which
shall be credited to the Employee's Account as of the date hereof. The Phantom
Shares shall become vested according to Paragraph 2 below.
2. Vesting. The Employee's interest in the Phantom Shares covered by this
Agreement shall become vested on the following dates, if the Employee is
employed by the Employer on the applicable date:
Date Phantom Shares that Are Vested
---- ------------------------------
__________________ _________________
__________________ _________________
__________________ _________________
__________________ _________________
The vesting of the Phantom Shares is cumulative, but shall not exceed 100% of
the Phantom Shares subject to this award. If the foregoing schedule would
produce fractional Phantom Shares, the number of Phantom Shares that become
vested shall be rounded down to the nearest whole Phantom Share.
3. Forfeiture of Phantom Shares. If the Employee has a Separation from Service
for any reason prior to vesting in any of the Phantom Shares as provided in
Paragraph 2, the Phantom Shares that are not vested as of the date of the
Employee's Separation from Service shall terminate and the Employee shall not
have any redemption rights with respect to any of such unvested Phantom Shares.
[Note: The following are suggested alternative redemption dates for Employee
grants.]
4. Redemption. Except as otherwise elected pursuant to Paragraph 5, [commencing
on _______ ____, 200__, and on each _______ ___, thereafter while the Employee
is employed by the Employer (the "Redemption Date"), RAIT shall redeem all of
the vested Phantom Shares, as provided in Paragraph 2, then credited to the
Employee's Account based on the Phantom Share Value of such Shares as of such
date; provided, however, that if the Employee has a Separation from Service
prior to any Redemption Date, the Redemption Date for any vested Phantom Shares
not redeemed by RAIT shall be the last day of the Employee's employment with the
Employer.] or [on each vesting date, as provided in Paragraph 2, while the
Employee is employed by the Employer (the "Redemption Date"), RAIT shall redeem
all of the Phantom Shares then credited to the Employee's Account that have
vested as of such date.] or [on the earlier of (i) ____ ____, 200__, or (ii) the
Employee's Separation from Service (the "Redemption Date"), RAIT shall redeem
all of the vested Phantom Shares, as provided in Paragraph 2, then credited to
the Employee's Account based on the Phantom Share Value of such Shares as of
such date.] Any such redemption shall be paid within the 45-day period following
the Redemption Date in a lump sum in cash. Notwithstanding the immediately
preceding sentence, if after the Date of Grant RAIT's shareholders authorize the
issuance of Shares under the Plan, the Committee may provide, in its sole
discretion, that on any Redemption Date that occurs after such shareholder
approval the vested Phantom Shares credited to the Employee's Account will be
converted to an equivalent number of Shares and the Employee will receive a
distribution of Shares in lieu of cash.
5. Deferrals. The Employee may make an irrevocable election to defer redemption
of any of the Phantom Shares to a date that occurs after the applicable
Redemption Date by completing the deferral form provided to the Employee by the
Committee. Any such deferrals must be made in accordance with Article VIII of
the Plan and must be filed with the Committee within the first thirty (30) days
following the Date of Grant or within such other time or times after the Date of
Grant prescribed by the Committee.
6. Dividends. If any dividends are declared with respect to the Shares after the
Date of Grant, a cash payment will be paid to the Employee by RAIT equal to the
amount of the dividend that would have been distributed if the Phantom Shares
credited to the
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Employee's Account (including those Phantom Shares deferred pursuant to
Paragraph 5) at the time of the declaration of the dividend were Shares,
irrespective of whether such Phantom Shares have vested pursuant to Paragraph 2.
Such cash payment will be paid to the Employee at the same time dividends are
paid to RAIT's shareholders.
7. Beneficiary.
(a) Pursuant to Section 2.02 of the Plan, I hereby designate as my primary
Beneficiary(ies):
Please Print
A. Name: ___________________________________
Relationship: ___________________________
Address: ________________________________
Social Security Number: _________________
Percentage of total benefit paid to this person: ___________
B. Name: ___________________________________
Relationship: ___________________________
Address: ________________________________
Social Security Number: _________________
Percentage of total benefit paid to this person: ___________
[Note: If more than two are to be designated, please attach a separate sheet.]
If I have named more than one primary Beneficiary, and if at least one, but
fewer than all, of those primary Beneficiaries survives me, I direct that the
death benefit be divided among my surviving primary Beneficiaries in the
percentages indicated. If the percentages do not add up to 100%, the benefit
payable shall be allocated by the ratio of the percentages.
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(b) In the event none of the aforementioned primary Beneficiary(ies)
survive me, I designate the following individual(s) as Contingent Beneficiary
(or Beneficiaries) to receive any benefits payable upon my death:
Please Print
A. Name: ________________________________________
Relationship: ________________________________
Address: _____________________________________
Social Security Number: ______________________
Percentage of total benefit paid to this person: _____________
B. Name: ________________________________________
Relationship: ________________________________
Address: _____________________________________
Social Security Number: ______________________
Percentage of total benefit paid to this person: _____________
[Note: If more than two are to be designated, please attach a separate sheet.]
If I have named more than one Contingent Beneficiary, and if at least one, but
fewer than all, of those Contingent Beneficiaries survives me, I direct that the
death benefit be divided among my surviving Contingent Beneficiaries in the
percentages indicated. If the percentages do not add up to 100%, the benefit
payable shall be allocated by the ratio of the percentages.
8. Acknowledgment by Employee. By executing this document, the Employee hereby
acknowledges that with respect to any right to payment from the Plan, the
Employee is and shall be an unsecured general creditor of RAIT without any
preference as against other unsecured general creditors of RAIT, and the
Employee hereby covenants for himself, and anyone at any time claiming through
or under the Employee not to claim any such preference, and hereby disclaims and
waives any such preference which may at any time be at issue, to the fullest
extent permitted by applicable law. The Employee also hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by the terms of the Plan
and this Agreement. The Employee further agrees to be bound by the
determinations and decisions of the Committee with respect to the Plan and the
Employee's rights to benefits under the Plan, and agrees that all such
determinations and decisions of the Committee shall be binding on the Employee,
his Beneficiaries and any other person having or claiming an interest under the
Plan on behalf of the Employee.
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9. Terms and Conditions. This award is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. All capitalized terms herein shall have
the meaning specified in Article II of the Plan, unless otherwise defined in
this Agreement.
10. Withholding Tax. All obligations of the Employer under this Agreement shall
be subject to the rights of the Employer as set forth in the Plan to withhold
amounts required to be withheld for any federal (including FICA and Medicare),
state and local taxes as a result of the vesting and/or redemption of any
Phantom Shares. The Employer may also require the Employee to pay to the
Employer any withholding taxes that the Employer is required to withhold.
11. Transferability. No Phantom Shares awarded to the Employee under this
Agreement may be transferred, assigned, pledged, encumbered or exercised by the
Employee and a Phantom Share may be redeemed during the lifetime of the Employee
only by the Employee. Any attempt to transfer, assign, pledge, encumber or
exercise the Phantom Shares by the Employee shall be null, void and without
effect.
12. No Rights as Shareholder. The Employee shall not have any rights as a
shareholder of RAIT, including the right to any cash dividends (except as
provided in Section 4), or the right to vote, with respect to any Phantom
Shares.
13. No Rights to Continued Employment. This award shall not confer upon the
Employee any right to be retained in the employment of the Employer and shall
not interfere in any way with the right of the Employer to terminate the
Employee's employment at any time.
14. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the State of Maryland, without giving effect to the conflicts of laws
provisions thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed as of the
Date of Grant.
RAIT INVESTMENT TRUST
By: _____________________
I hereby accept the Phantom Shares described in this Agreement, and I agree to
be bound by the terms of the Plan and this Agreement. I hereby further agree
that all of the decisions and determinations of the Committee shall be final and
binding.
Employee: _______________
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