CAPITAL TRUST INC
EX. 10.9 - FM OF AWD AG - PERFORM UNITS 2004
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-9.txt
<DESCRIPTION>EX. 10.9 - FM OF AWD AG - PERFORM UNITS 2004
<TEXT>
                                                                    Exhibit 10.9



                               CAPITAL TRUST, INC.
                       AMENDED AND RESTATED 2004 LONG-TERM
                                 INCENTIVE PLAN

                         -------------------------------


                    Award Agreement granting Performance Unit
                         ------------------------------

                                  Award No.
                                           ----

        You, _____________ ("Participant"), an employee of Capital Trust, Inc.
(the "Company") are hereby awarded a Performance Unit, subject to the terms and
conditions set forth in this agreement (the "Award") and in the Capital Trust,
Inc. Amended and Restated 2004 Long-Term Incentive Plan ("Plan"), which is
attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus,
which is attached as Exhibit B. You should carefully review these documents, and
consult with your personal financial advisor, in order to assure that you fully
understand the terms, conditions, and financial implications of this Award.

        By executing this Award, you agree to be bound by all of the Plan's
terms and conditions as if they had been set out verbatim in this Award. In
addition, you recognize and agree that all determinations, interpretations, or
other actions respecting the Plan and this Award will be made by the Board of
Directors of the Company or the Committee that administers the Plan pursuant to
Section 4 of the Plan, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including you and your successors in interest. Capitalized terms
are defined in the Plan or in this Award.

                              Preliminary Statement

        A. The Company has previously adopted a discretionary incentive
compensation program for certain key employees that provides an opportunity to
receive specified incentive compensation payments payable upon CTIMCO's receipt
of Incentive Management Fees paid by Fund III.

        B. Participant was selected to receive the foregoing incentive
compensation payment, and entered into an Incentive Compensation Agreement as of
January 26, 2004 (the "2004 Agreement") with CTIMCO.

        C. Participant and the Company recognize and agree that it is
substantially uncertain on the date hereof whether or not Participant will
collect any incentive compensation pursuant to the 2004 Agreement, and
accordingly agree that in consideration of the mutual benefits associated with
this Award that the 2004 Agreement shall become null and void upon execution of
this Award.

        NOW, THEREFORE, in consideration of and incorporating the foregoing
recitals, the agreements herein contained, and for other good and valuable
consideration, the parties hereto agree as follows:



<PAGE>



                                      Terms

1.      Defined Terms. For the purposes of this Award, in addition to the
        capitalized terms defined in the Plan and elsewhere in this Award, the
        following terms, when capitalized, shall have the meanings ascribed to
        them below, unless otherwise provided:

        (a)     "Available Cash" shall have the meaning ascribed to such term in
                the Management Agreement.

        (b)     "Board of Directors" means the board of directors of the
                Company.

        (c)     "Clawback Payments" means any payment made, directly or
                indirectly, by CTIMCO on the account of any Over-Payment
                pursuant to Section 2.3 of the Management Agreement.

        (d)     "CTIMCO" means CT Investment Management Co., LLC, a Delaware
                limited liability company.

        (e)     "Fund III" means CT Mezzanine Partners III, Inc., a Maryland
                corporation.

        (f)     "Fund III Dissolution" means the completion of (i) the
                dissolution and liquidation of Fund III pursuant to Article VIII
                of the Shareholders Agreement and (ii) the accounting and
                payment of any Over-Payment pursuant to Section 2.3 of the
                Management Agreement.

        (g)     "Incentive Management Fees" means any distribution of Available
                Cash of Fund III pursuant to Section 2.2 of the Management
                Agreement received by CTIMCO.

        (h)     "Investment Period" shall have the meaning ascribed to such term
                in the Shareholders Agreement.

        (i)     "Management Agreement" means the second amended and restated
                management agreement, dated as of July 17, 2003, by and between
                Fund III and CTIMCO, as heretofore and hereafter amended.

        (j)     "Over-Payment" shall have the meaning ascribed to such term in
                the Management Agreement.

        (k)     "Shareholders Agreement" means the second amended and restated
                shareholders agreement of Fund III, dated as of July 17, 2003,
                by and among Fund III and the signatories thereto, as heretofore
                and hereafter amended.

2.      Payment of Incentive Compensation.

        (a)     You have been granted a Performance Unit that provides for the
                payment of cash incentive compensation in accordance with the
                terms and conditions of this Section 2.



<PAGE>



        (b)     The Company agrees that, within 30 days of receipt by CTIMCO of
                any Incentive Management Fees, the Company shall pay the Cash
                Compensation (as defined below) due Participant under Section
                2(c).

        (c)     Subject to the vesting provisions of Section 2(d), Participant
                shall receive as incentive compensation a cash amount equal to
                __% (the "Specified Percentage") of the aggregate amount of
                Incentive Management Fees, if any, specified in Section 2(d)
                received by CTIMCO prior to or upon the Fund III Dissolution
                after deduction for the aggregate amount of Clawback Payments,
                if any, paid or payable by CTIMCO ("Cash Compensation"). If
                following the payment of any Cash Compensation to Participant,
                Clawback Payments that have not been deducted prior to such
                payment in accordance with the foregoing are paid by or on
                behalf of CTIMCO, Participant agrees and undertakes to refund
                and pay to CTIMCO the portion of the Cash Compensation that
                would have not been earned and paid to Participant had the
                Clawback Payments been deducted from Incentive Management Fees
                prior to the payment thereof to Participant.

        (d)     Participant's right to receive Cash Compensation payable
                pursuant to Section 2(c) shall vest with respect to 65% of the
                Specified Percentage upon the termination of Fund III's
                Investment Period, provided that Participant is employed by the
                Company on such date. Participant's right to receive Cash
                Compensation payable pursuant to Section 2(c) shall vest with
                respect to the remaining 35% of the Specified Percentage upon
                each date of receipt of Inventive Management Fees only with
                respect to the amount of Incentive Management Fees, in any,
                received by CTIMCO on each such date, provided that Participant
                is employed by the Company on such date.

        (e)     All amounts of Cash Compensation due to Participant under
                Section 2(c) shall be subject to deduction by the Company for
                amounts required to be deducted or withheld under any provision
                of U.S. federal, state or local law (including but not limited
                to, social security payments, income tax withholding, and any
                other deduction required by law) currently in effect or which
                may hereafter become effective.

3.      Not a Shareholder, Partner or Member. Participant shall not be deemed
        for any purposes under this Award to be a shareholder of the Company or
        Fund III or a member of CTIMCO, and accordingly shall have no rights of
        ownership, voting, or other rights held by a stockholder with respect to
        the Company or Fund III, nor any ownership, voting, or other rights held
        by a member with respect to CTIMCO.

4.      No Other Rights. Participant has no rights to payments or other amounts
        unless and until they become payable pursuant to the terms of Section 2
        and Participant acknowledges that the receipt of any Cash Compensation
        payment is contingent and not guaranteed. Any payments made pursuant to
        this Award are solely a cash incentive compensation and no interest in,
        or security of, the Company, Fund III or CTIMCO or any right to
        participate in any aspect of the Company, Fund III or CTIMCO is created
        by this Award.

5.      No Employment Contract. This Award is not intended to, and does not,
        create an employment for a definite term. Subject to any employment
        agreement with the Company,



<PAGE>



        Participant will continue to be an employee "at will" and either
        Participant or the Company can terminate Participant's employment with
        the Company for any reason at any time.

6.      Complete Agreement. This Award sets forth the entire understanding of
        the parties hereto with respect to the transactions contemplated hereby
        and supersedes all previous oral or written agreements (including the
        2004 Agreement, which shall become null and void upon execution of this
        Award) between the parties regarding the subject matter hereof.

7.      Binding Effect; No Transfer. Every covenant, term and provision of this
        Award shall be binding upon and inure to the benefit of the parties
        hereto and their respective beneficiaries, heirs, legatees, legal
        representatives, successors, transferees and assigns. Participant's
        rights to Cash Compensation under this Award may not be assigned,
        transferred, pledged or hypothecated in any manner, except as provided
        in Section 8, and any attempted assignment or transfer shall be null and
        void and shall extinguish, in the Committee's sole discretion, the
        obligation under the Award to make any Cash Compensation payments to
        Participant.

8.      Designation of Beneficiary. Notwithstanding anything to the contrary
        contained herein or in the Plan, following the execution of this Award,
        Participant may expressly designate a beneficiary or beneficiaries who,
        in the event of Participant's death prior to full payment of any Cash
        Compensation payable hereunder, shall receive any payment of any Cash
        Compensation due under this Award after the date of such death. Such
        designation shall be made by Participant by completing and executing a
        designation of beneficiary form attached hereto as Exhibit C and
        delivering an executed copy thereof to the Company. Participant may, at
        any time, change or revoke such designation. A beneficiary designation,
        or revocation of a prior beneficiary designation, shall be effective
        only if it is made in writing on a form provided by the Company, signed
        by Participant and received by the Company. If Participant does not
        designate a beneficiary or the beneficiary dies prior to having received
        all Cash Compensation payments due under this Award, such payments shall
        be paid to Participant's estate.

9.      Waiver. Any term or provision of this Award may be waived at any time by
        the party entitled to the benefit thereof by a written instrument duly
        executed by such party.

10.     Notices. Any notice, payment or communication required or permitted to
        be given by any provision of this Award shall be in writing and shall be
        delivered personally or sent by certified mail, return receipt
        requested, addressed as follows:

        (a)     if to the Company, at the address set forth on the signature
                page, to the attention of: Committee administering the Capital
                Trust, Inc. Amended and Restated 2004 Long-Term Incentive Plan;

        (b)     if to you, at the address set forth below your signature on the
                signature page.

        Each party may, from time to time, by notice to the other party hereto,
        specify a new address for delivery of notices relating to this Award.
        Any such notice shall be deemed to be given as of the date such notice
        is personally delivered or properly mailed.



<PAGE>



11.     Tax Effect including Code Section 162(m). This Award shall be subject to
        the following conditions:

        (a)     This Award is being made pursuant to Section 10(b) of the Plan
                and is designated a Performance Compensation Award, and is
                intended to satisfy the requirements for "qualified
                performance-based compensation" within the meaning of Section
                162(m) of the Code and associated treasury regulations.

        (b)     The Performance Period for this Award shall begin on the date
                hereof and shall end on the Fund III Dissolution, which shall
                not occur until after the last day of the fiscal year after the
                year in which this Award occurs.

        (c)     The Performance Measure for this Award is the performance of
                Fund III, as allowed under Section 10(c)(ii) of the Plan.

        (d)     The Performance Formula for this Award is set forth in Section 2
                of this Award and is based on the aggregate amount of Incentive
                Management Fees, if any, received by CTIMCO prior to or upon the
                Fund III Dissolution after deduction for the aggregate amount of
                Clawback Payments, if any, paid or payable by CTIMCO.

        (e)     The Committee shall accordingly have sole and absolute
                discretion to interpret this Award in any manner necessary or
                appropriate to secure and to accomplish the intended tax
                treatment described in Section 11(a), and may unilaterally
                amend, interpret, or modify this Award (prospectively or
                retroactively) in any manner directed toward that purpose.

12.     Deferral Election. You may irrevocably elect to defer the receipt of all
        or a percentage of the Cash Compensation payable pursuant to the
        Performance Unit that would otherwise be paid to you following vesting
        of the right to such Cash Compensation under this Award if earned
        pursuant to the Performance Formula. A copy of the form which you may
        use to make a deferral election may be obtained from the Company.

13.     Severability. If any of the provisions of this Award shall be found to
        be illegal or unenforceable for any reason or in any respect, the
        validity, legality, and enforceability of the remaining provisions of
        this Award shall not in any way be affected or impaired thereby.

14.     Headings. Headings shall be ignored in interpreting this Award.

15.     Governing Law. The laws of the State of New York shall govern the
        validity of this Award, the construction of its terms, and the
        interpretation of the rights and duties of the parties hereto. Any suit
        with respect to the Award will be brought in the federal or state courts
        in the districts which include New York City, New York, and you agree
        and submit to the personal jurisdiction and venue thereof.

16.     Income Taxes and Deferral. You are solely responsible and liable for the
        satisfaction of all taxes and penalties that may arise in connection
        with this Award (including any taxes arising under Section 409A of the
        Code), and the Company shall not have any obligation to indemnify or
        otherwise hold you harmless from any or all of such taxes. To the extent
        your



<PAGE>



        Award is not deferred and vested before January 1, 2005, the
        Administrator shall have the discretion to unilaterally modify your
        Award in a manner that (i) conforms with the requirements of Section
        409A of the Code, (ii) that voids any Participant election to the extent
        it would violate Section 409A of the Code, and (iii) for any
        distribution election that would violate Section 409A of the Code, to
        make distributions pursuant to the Award at the earliest to occur of a
        distribution event that is allowable under Section 409A of the Code or
        any distribution event that is both allowable under Section 409A of the
        Code and is elected by the Participant, subject to any second election
        to defer, provided that the Administrator permits second elections to
        defer in accordance with Section 409A(a)(4)(C) of the Code. The
        Administrator shall have the sole discretion to interpret the
        requirements of the Code, including Section 409A, for purposes of the
        Plan and your Award.

17.     Counterparts. This Award may be executed in separate counterparts, which
        shall collectively and separately be considered one and the same Award,
        and be deemed effective upon signature of the Company.





<PAGE>



        IN WITNESS WHEREOF, the parties hereto have duly executed this Award as
of ___, 200_.

                                              CAPITAL TRUST, INC.

                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title: Chief Financial Officer

                                              Address:

                                              Capital Trust, Inc.
                                              410 Park Avenue, 14 Floor
                                              New York, New York 10022
                                              Fax.:  212-655-0044


                                              [PARTICIPANT]


                                              ----------------------------------
                                              Signature

                                              Address:

                                              ----------------------------------

                                              ----------------------------------






<PAGE>



                                                                       Exhibit A




             CAPITAL TRUST, INC. AMENDED AND RESTATED 2004 LONG-TERM
                                 INCENTIVE PLAN







<PAGE>



                                                                       Exhibit B




             CAPITAL TRUST, INC. AMENDED AND RESTATED 2004 LONG-TERM
                                 INCENTIVE PLAN


                                   PROSPECTUS













<PAGE>



                                                                       Exhibit C


                         Designation of Beneficiary Form

In connection with the Performance Compensation Award (the "Award") entered into
as of ___, 200_ between Capital Trust, Inc. (the "Company") and ___________, an
individual residing at ________________ ("Participant"), Participant hereby
designates the person specified below as the beneficiary of Participant's
interest in cash incentive compensation due and payable pursuant to the Award.
This designation shall remain in effect until revoked in writing by Participant.


                  Name of Beneficiary:
                                              ----------------------------------

                  Address:
                                              ----------------------------------


                                              ----------------------------------

                  Social Security No.:
                                              ----------------------------------

Participant understands that this designation operates to entitle the
above-named beneficiary to the rights conferred by the Award from the date this
form is delivered to the Company until such date as this designation is revoked
in writing by Participant, including by delivery to the Company of a written
designation of beneficiary executed by Participant on a later date.

                                                  Date:
                                                         -----------------------


                                                    By:
                                                         -----------------------
                                                         [Participant Signature]


Sworn to before me this

____ day of ____________, 200_

______________________________
Notary Public

County of_____________________

State of______________________
</TEXT>
</DOCUMENT>
