EXHIBIT 10.8
[FORM FOR NON-EMPLOYEE TRUSTEES]
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 ______________, a
non-employee member of RAIT's Board of Trustees, (the "Trustee").
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, the Committee has designated the Trustee as a Participant in the
Plan and determined to grant the Trustee an award under the Plan; and
WHEREAS, the Trustee must designate a Beneficiary to receive any benefits
due to the Trustee under the Plan subsequent to the Trustee'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 Trustee is designated as a
Participant in the Plan under the terms of Article IV of the Plan, effective
___________ ___, 200__. The Trustee's award is for _____ Phantom Shares, which
shall be credited to the Trustee's Account as of the date hereof. The Phantom
Shares shall become vested according to Paragraph 2 below.
2. Vesting. The Trustee's interest in the Phantom Shares covered by this
Agreement shall be fully vested on the Date of Grant.
3. Redemption. Upon the Trustee's Separation from Service for any reason,
including on account of the Trustee's disability or death, RAIT shall redeem all
of the Phantom Shares then credited to the Trustee's Account based on the
Phantom Share Value of such Shares as of the date of the Trustee's Separation
from Service. Any such redemption shall be paid within the 45-day period
following the Trustee's Separation from Service 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 after the Trustee's
Separation from Service the Phantom Shares credited to the Trustee's Account
will be
converted to an equivalent number of Shares and the Trustee will receive a
distribution of Shares in lieu of cash.
4. Dividends. If any dividends are declared with respect to the Shares after the
Date of Grant, a cash payment will be paid to the Trustee by RAIT equal to the
amount of the dividend that would have been distributed if the Phantom Shares
credited to the Trustee's Account at the time of the declaration of the dividend
were Shares. Such cash payment will be paid to the Trustee at the same time
dividends are paid to RAIT's shareholders.
5. 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.
6. Acknowledgment by Trustee. By executing this document, the Trustee hereby
acknowledges that with respect to any right to payment from the Plan, the
Trustee is and shall be an unsecured general creditor of RAIT without any
preference as against other unsecured general creditors of RAIT, and the Trustee
hereby covenants for himself, and anyone at any time claiming through or under
the Trustee 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 Trustee 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 Trustee further agrees to be bound by the determinations and
decisions of the Committee with respect to the Plan and the Trustee's rights to
benefits under the Plan, and agrees that all such determinations and decisions
of the Committee shall be binding on the Trustee, his Beneficiaries and any
other person having or claiming an interest under the Plan on behalf of the
Trustee.
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7. 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.
8. Transferability. No Phantom Shares awarded to the Trustee under this
Agreement may be transferred, assigned, pledged, encumbered or exercised by the
Trustee and a Phantom Share may be redeemed during the lifetime of the Trustee
only by the Trustee. Any attempt to transfer, assign, pledge, encumber or
exercise the Phantom Shares by the Trustee shall be null, void and without
effect.
9. No Rights as Shareholder. The Trustee 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.
10. No Rights to Continued Service. This award shall not confer upon the Trustee
any right to be retained in the service of RAIT and shall not interfere in any
way with the right of RAIT to terminate the Trustee's service at any time.
11. 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.
Trustee: _________________
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