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):   July 13, 2009
 
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
001-32216
47-0934168
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

52 Vanderbilt Avenue, Suite 403
New York, New York  10017
(Address and zip code of
principal executive offices)

Registrant’s telephone number, including area code: (212) 792-0107
 
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:

[  ]
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On July 13, 2009, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of New York Mortgage Trust, Inc. (the “Company”), together with the Board, approved grants of restricted stock to certain officers (the “Officer Awards”) of the Company pursuant to the Company’s 2005 Stock Incentive Plan. Pursuant to the Officer Awards, Steven R. Mumma, the Company’s Chief Executive Officer, President and Chief Financial Officer, was granted 62,000 shares of restricted stock of the Company, and Nathan R. Reese, the Company’s Vice President and Secretary, was granted 12,000 shares of restricted stock of the Company.  In addition, the Committee and the Board also approved the grant of 6,000 shares of restricted stock to each of the Company’s independent directors (the “Director Awards” and together with the Officer Awards, the “Stock Awards”).  In accordance with the Restricted Stock Award Agreements executed in connection with the Stock Awards, one-third of the shares under each of the Stock Awards became fully vested and non-forfeitable on the date of grant, with the balance of the restricted shares under the Stock Awards vesting ratably over two years beginning on the first anniversary of the date such restricted shares were granted.  A copy of the Form of Restricted Stock Award Agreement for Officers and the Form of Restricted Stock Award Agreement for Directors, pursuant to which the Stock Awards have been made, are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.

Item 8 .01.   Other Information.

The information with respect to the Director Awards set forth in Item 5.02 above is incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
10.1
Form of Restricted Stock Award Agreement for Officers.
10.2
Form of Restricted Stock Award Agreement for Directors.



 
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SIGNATURE
 
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 thereunto duly authorized.
 
 
NEW YORK MORTGAGE TRUST, INC.
(Registrant)
 
       
       
Date:  July 14, 2009 
By:
/s/  Steven R. Mumma  
   
Steven R. Mumma
Chief Executive Officer, President and Chief Financial Officer
 
       
 
 
 
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EXHIBIT INDEX

Exhibit No.
Description
10.1
Form of Restricted Stock Award Agreement for Officers.
10.2
Form of Restricted Stock Award Agreement for Directors.

 
 
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Exhibit 10.1
New York Mortgage Trust, Inc.
Form of Stock Award Agreement
Page 1
 

New York Mortgage Trust, Inc.

Form of Stock Award Agreement

 
THIS AGREEMENT dated the ___ day of July, 2009, between NEW YORK MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), and ________________________________, (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2005 Stock Incentive Plan (the “Plan”), a copy of which has been made available to the Participant.  All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
 
1.            Stock Award .  Pursuant to the Plan, the Company, on July __, 2009, (the “Date of Grant”) granted to the Participant, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, a Stock Award covering _____________ shares of Common Stock of the Company, hereafter described as the “Shares.”
 
2.            Restrictions .  Except as provided in this Stock Award Agreement (“Agreement”), the Shares are nontransferable and are subject to a substantial risk of forfeiture.
 
3.            Vesting.   The Participant’s interest in one-third of the Shares granted under this Agreement shall become nonforfeitable and transferable (“Vested”) on the date hereof and each of the first and second anniversaries of the Date of Grant.
 
4.            Death or Disability. If the Participant’s employment with the Company is terminated due to the death of the Participant, the Shares shall become fully vested and non-forfeitable upon the date of death.  If the Participant’s employment with the Company is terminated due to disability of the Participant, the Shares shall become fully vested and non-forfeitable upon the date of the termination of such Participant’s employment.  For purposes of this Agreement, the term “Disability” means that the Participant is permanently and totally disabled within the meaning of section 22(e)(3) of the Code.
 
5.            Change in Control.   If there is Change in Control of the Company, the Shares shall become fully vested and non-forfeitable immediately upon the occurrence of the event causing the Change in Control. For purposes of this Agreement, the term Change in Control shall have the meaning ascribed to it in Section 1.06 of the Plan; provided, however, that if any Participant has a separate written employment agreement that specifically defines Change in Control, such definition shall be used for that Participant only.
 
6.            Forfeiture.   Except as provided in Paragraphs 4 and 5, all Shares that are not then Vested shall be forfeited upon the termination of the Participant’s employment with the Company and its Affiliates.
 
 
 
 
New York Mortgage Trust, Inc.
Form of Stock Award Agreement
Page 2
 
 
7.            Fractional Shares.   Fractional shares shall not Vest hereunder, and when any provision hereof may cause a fractional share to Vest, any Vesting in such fractional share shall be postponed until such fractional share and other fractional shares equal a Vested whole share.
 
8.            Change in Capital Structure.   The terms of this Agreement shall be adjusted as the Board determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.
 
9.            Governing Law.   This Agreement shall be governed by the laws of the State of Maryland.
 
10.            Stock Power.   With respect to any Shares that are forfeited in accordance with Paragraph 6 or withheld in accordance with Paragraph 12, the Participant hereby irrevocably appoints the Company’s Chief of Executive Officer and the Company’s Secretary as the Participant’s attorneys to transfer any forfeited Shares on the books of the Company with full power of substitution in the premises.  The Company’s Chief Executive Officer and Secretary shall use the authority granted in this Paragraph 10 to cancel any Shares that are forfeited in accordance with Paragraph 6 or withheld in accordance with Paragraph 12.
 
11.            Settlement.   Each Share that is earned and vested in accordance with this Agreement shall be settled by the issuance of a whole share of Common Stock.
 
12.            Tax Withholding.   Vested Shares are treated as compensation and are taxed at normal federal and state income tax rates.  The Participant must also pay Medicare tax (“FICA – HI”) and social security taxes (“FICA- OASDI” and as may be limited by an annual cap of total compensation).   Prior to any release of any vested Shares in the form of Common Stock, cash or a combination thereof, the participant must pay, in advance, all of the Participant’s share of federal and state income and related payroll taxes on such Shares.  Participant hereby consents to whatever the action the Company directs to satisfy the minimum statutory federal and state withholding requirements, if any, which the Company determines are applicable.
 
Participant’s who are subject to the Company’s Insider Trading Policy are only permitted to trade the Vested Shares during the Company’s open period trading window as established by the Company’s policies and procedures manual, Corporate Governance:  Insider Trading Policy .
 
13.            Shareholder Rights.   The Participant shall have all of the rights of a shareholder with respect to the Shares, including the right to vote the Shares and receive dividends thereon, from the Date of Grant and prior to a forfeiture of the Shares.  Stock distributed in connection with a Common Stock split or Common Stock dividend shall be subject to restrictions and a risk of forfeiture to the same extent as the Shares with respect to which such Common Stock has been distributed.  On and after the date that any Shares are forfeited in accordance with Paragraph 6, the Participant shall have no further rights as a shareholder with respect to the forfeited Shares.  The Company shall retain custody of the certificates evidencing the Shares until the Shares become Vested in accordance with Paragraphs 3, 4 or 5, at which time the Company shall deliver to the Participant a certificate evidencing the Vested Shares.
 
 
 
 
New York Mortgage Trust, Inc.
Form of Stock Award Agreement
Page 3
 
 
14.            No Right to Continued Employment.   This Agreement does not confer upon the Participant any right with respect to continuance of employment by the Company or an Affiliate nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment at any time.
 
15.            Conflicts.   In the event of any conflict between the provisions of the Plan as in effect on the date hereof and the provisions of this Agreement, the provisions of the Plan shall govern.  Moreover, in the event of any conflict between the provisions of this Agreement and a separate written employment agreement between the Participant and the Company, the provisions of the separate written employment agreement between the Participant and the Company shall govern.  All references herein to the Plan shall mean the Plan as in effect on the date hereof.
 
16.            Participant Bound by Plan.   The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant and agrees to be bound by all the terms and provisions thereof.
 
17.            Binding Effect.   Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of the Participant and the successors of the Company.
 
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and the Participant has affixed his signature hereto.
 
NEW YORK MORTGAGE TRUST, INC.
 
 
By:  __________________________________
 
 
 
 
______________________________________
Participant - Signature
 
 
______________________________________
Participant - Handwritten Name
 

Exhibit 10.2
 
NEW YORK MORTGAGE TRUST, INC.

FORM OF RESTRICTED STOCK AWARD AGREEMENT

 
This RESTRICTED STOCK AGREEMENT, is entered into as of July __, 2009 (the "Agreement"), by and between, New York Mortgage Trust, Inc., a Maryland corporation (the "Company"), and _______________ (the "Recipient"). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the New York Mortgage Trust, Inc. 2005 Stock Incentive Plan (the "Plan").
 
WHEREAS, on July __, 2009 (the “Date of Grant”), the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the Company granted the Recipient a Restricted Stock Award, pursuant to which the Recipient shall receive shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), pursuant to and subject to the terms and conditions of the Plan.
 
NOW, THEREFORE, in consideration of the Recipient's services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1. Number of Shares; Restrictions. The Company hereby grants the Recipient a Restricted Stock Award (the "Stock Award") of ________ shares of restricted Common Stock (the "Restricted Shares") pursuant to the terms of this Agreement and the provisions of the Plan.  The Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of and shall be subject to a risk of forfeiture until the lapse of the Restricted Period, as defined in Section 2 below.

2.   Lapse of Restrictions; Restricted Period .  The restrictions set forth in Section 1 above shall lapse and a portion of the Restricted Shares shall become unrestricted and freely tradable only as follows: (i) one-third of the Restricted Shares shall become nonforfeitable and transferable on the date hereof, (ii) one-third of the Restricted Shares shall become unrestricted and freely tradable on July __, 2010 and (iii) one-third of the Restricted Shares shall become unrestricted and freely tradable on July __, 2011 (collectively, the “Restricted Period”).

3. Change of Control .  The provisions of the Plan applicable to a Change of Control shall apply to the Restricted Shares, and in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.  Notwithstanding the preceding sentence, if a Change of Control occurs, all of the Restricted Shares shall become immediately unrestricted and freely transferable by the Recipient on the date of the Change of Control.
 
 
 
 
4. Rights of Stockholder .  From and after the Date of Grant and for so long as the Restricted Shares are held by or for the benefit of the Recipient, the Recipient shall have all the rights of a stockholder of the Company with respect to the Restricted Shares, including but not limited to the right to receive dividends and the right to vote such Restricted Shares.  Dividends paid on Restricted Shares shall be paid at the dividend payment date for the Common Stock in cash or shares of Common Stock.  Stock distributed in connection with a Common Stock split or Common Stock dividend shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Common Stock has been distributed.

5. Termination of Membership on Board of Trustees .  In the event that Recipient ceases to be a member of the Board of Directors of the Company (the “Board”) for any reason prior to the lapse of the Restricted Period, then the Restricted Shares that are at that time subject to restrictions set forth herein shall be forfeited to the Company without payment of any consideration by the Company, and neither the Recipient or any of his or her successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Shares or certificates; provided , however , that in the event the Recipient’s status as a member of the Board is discontinued due to the death of the Recipient, the Restricted Shares shall become fully nonforfeitable upon the date of death of such Recipient.

6.      Miscellaneous.
 
(a) Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement of the Company and the Recipient concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral, between the parties with respect thereto.
 
(b)    Conflicting Provisions.   This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. By signing this Agreement, the Recipient confirms that he or she has received a copy of the Plan and has had an opportunity to review the contents thereof.
 
(c) No Guarantee of Continued Membership on Board. The Recipient acknowledges and agrees that nothing herein shall be deemed to create any implication concerning the adequacy of the Recipient's services to the Company or any of its subsidiaries or shall be construed as an agreement by the Company or any of its subsidiaries, express or implied with respect to Recipient’s continued membership on the Board.
 
(d) Assignment and Transfer.   Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Recipient under this Agreement may not be sold, assigned, encumbered, pledged, or otherwise transferred except in the event of the death of the Recipient, by will or by the laws of descent and distribution.  In the event of any attempt by the Recipient to sell, assign, encumber, pledge or otherwise transfer its rights and interests hereunder, except as provided in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Restricted Shares by notice to the Recipient, and the Restricted Shares and all rights hereunder shall thereupon become null and void.  The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company.  This Agreement may be assigned by the Company without the Recipient’s consent.
 
(e) Stock Power.   With respect to any Restricted Shares that are forfeited in accordance with Section 5, the Participant hereby irrevocably appoints the Company’s Chief of Executive Officer and the Company’s Secretary as the Participant’s attorneys to transfer any forfeited Restricted Shares on the books of the Company with full power of substitution in the premises.  The Company’s Chief Executive Officer and Secretary shall use the authority granted in this Section 6(e) to cancel any Restricted Shares that are forfeited in accordance with Section 5.
 
 
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(f) Payment of Taxes.   The Recipient acknowledges that he or she is responsible for paying, from time to time as required by applicable law, federal and state income and other applicable taxes with respect to the Stock Award.
 
(g) Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.
 
(h) Counterparts. This Agreement may be executed in counterparts, each of which when signed by the Company or the Recipient will be deemed an original and all of which together will be deemed the same agreement.

(i) Notices.   Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Secretary at the headquarters of the Company, and any notice to the Recipient shall be addressed to the Recipient at his current home address shown on the records of the Company, or such other address as the Recipient may designate to the Company in writing pursuant to the procedures of this Section 6(g).  Any notice shall be given by personal delivery, by first class U.S. Mail, or by facsimile.
 
 (j) Amendments. Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto.
 
(k) Governing Law. This Agreement and the rights of all persons claiming hereunder will be construed and determined in accordance with the laws of the State of Maryland without giving effect to the choice of law principles thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 
NEW YORK MORTGAGE TRUST, INC.
Attest:
 
   
________________________________
By: ______________________________
   
   
 
RECIPIENT
   
   
 
_________________________________
 
[Name]



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