SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2005
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CAPITAL TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
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N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On February 4, 2005, the Compensation Committee of the Board of
Directors (the "Compensation Committee") of Capital Trust, Inc. (the "Company")
granted discretionary bonuses to Stephen D. Plavin, chief operating officer of
the Company, and Brian H. Oswald, chief financial officer of the Company, of
$750,000 and $250,000, respectively. In addition, the Compensation Committee
approved discretionary awards of restricted shares and performance units to both
Mr. Plavin and Mr. Oswald of 13,850 and 3,078 shares, respectively, pursuant to
the Company's amended and restated 2004 long-term incentive plan (the "Plan").
The restricted shares and performance units awarded by the Compensation
Committee were granted on February 4, 2005 (the "Grant Date") and will vest as
follows: 50% of the shares subject to the award are restricted shares that will
vest, subject to acceleration and treatment upon termination of employment as
provided in the Plan, one-third on each of the three annual anniversary dates of
the Grant Date and 50% of the shares subject to the award are issued as
performance units payable in shares that will vest, subject to acceleration as
provided for in the Plan, 100% on February 3, 2009 provided that the Company's
total shareholder return (dividends plus stock price appreciation), calculated
in accordance with the individual award agreements, equals or exceeds a
specified percentage for the specified period and that termination of employment
or service with the Company and its affiliates does not occur prior to February
3, 2009. The restricted shares and performance units awards are subject to the
terms of the Plan and the individual award agreements. A form of award agreement
granting restricted shares and performance units is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The Compensation Committee also approved a base salary increase for Mr.
Plavin. Mr. Plavin's base salary will be $450,000 per annum effective February
1, 2005, representing an increase of 20% over his base salary for 2004.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
99.1 Form of Award Agreement granting Restricted Shares and
Performance Units
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL TRUST, INC.
By: /s/ John R. Klopp
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Name: John R. Klopp
Title: Chief Executive Officer
Date: February 10, 2005
Exhibit Index
Exhibit Number Description
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99.1 Form of Award Agreement granting Restricted Shares and
Performance Units