Unit Award Agreement (2005)Full Document 

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RAIT INVESTMENT TRUST

2005 EQUITY COMPENSATION PLAN

UNIT AWARD AGREEMENT

This UNIT AWARD AGREEMENT, dated as of      , 2005 (the “Date of Grant”), is delivered by RAIT Investment Trust (“RAIT”), to      (the “Participant”).

RECITALS

A. The RAIT Investment Trust 2005 Equity Compensation Plan (the “Plan”) provides for the grant of phantom units (“Units”), which represent the right to receive one or more common shares of beneficial interest, par value $0.01, of RAIT (“Common Shares”), on a future redemption date.

B. The Compensation Committee of the Board of Trustees of RAIT (the “Committee”) has decided to make a restricted Unit grant, subject to the terms and conditions set forth in this Unit Award Agreement (the “Agreement”) and the Plan, as an inducement for the Participant to promote the best interests of RAIT and its shareholders. The Participant may receive a copy of the Plan by contacting      , at      .

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1. Grant of Units. Subject to the terms and conditions set forth in this Agreement and the Plan, RAIT hereby grants to the Participant      Units (the “Restricted Units”). The Restricted Units will become vested in accordance with Paragraph 3 below and will be redeemed in accordance with Paragraph 4 below.

2. Restricted Unit Account. RAIT shall establish and maintain a Restricted Unit account, as a bookkeeping account on its records, (the “Account”) for the Participant and shall record in such Account the number of Restricted Units granted to the Participant. The Participant shall not have any interest in any fund or specific assets of RAIT by reason of this grant or the Account established for the Participant.

3. Vesting.

[[For 7/19/2005 grants:] The Participant will become 100% vested in the Restricted Units awarded pursuant to this grant on the Date of Grant (the “Vesting Date”).]

[(a) [For grants subsequent to 7/19/2005:]The Participant will become vested in the Restricted Units awarded pursuant to this grant according to the following vesting schedule, provided the Participant does not incur a termination of employment or service with the Company (as defined in the Plan) prior to the applicable vesting date (the “Vesting Date”):

                 
Vesting Date Percentage of Restricted Units Vesting
First anniversary of Date of Grant
    25 %        
Second anniversary of Date of Grant
            25 %
Third anniversary of Date of Grant
    25 %        
Fourth anniversary of Date of Grant
    25 %        

The vesting of the Restricted Units is cumulative, but shall not exceed 100% of the Restricted Units subject to this Agreement. If the foregoing vesting schedule would produce fractional Restricted Units, the number of Restricted Units that are vested shall be rounded down to the nearest whole Restricted Unit. The Participant’s Restricted Units shall become fully vested if the Participant is employed by, or providing service to, the Company on the fourth anniversary of the Date of Grant.

(b) If the Participant’s employment or service with the Company terminates for any reason prior to the Participant vesting in any of the Restricted Units as provided in subparagraph (a), the Restricted Units that are not vested as of the Participant’s termination of employment or service shall terminate and the Participant shall not have any redemption rights with respect to any of such unvested Restricted Units.]

4. Redemption. Unless an election is made pursuant to Paragraph 5 below, on the earliest to occur of (i) the second anniversary of the applicable Vesting Date, (ii) the date of death of the Participant, or (iii) the Participant becomes disabled (within the meaning of section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”)), (the “Redemption Date”), RAIT shall redeem:

(1), in the case of clause (i) above, all of the Restricted Units for which it is the second anniversary of the applicable Vesting Date; or

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