Exhibit 10.1

RAIT Financial Trust

February 17 , 2017

Paul W. Kopsky, Jr.


1403 Carriage Crossing Ln.

Chesterfield, Missouri 63005

Dear Mr. Kopsky:

On behalf of RAIT Financial Trust (“the “Company”), I am pleased to offer you employment as Chief Financial Officer and Treasurer of the Company. You will assume these titles upon the resignation of the current Chief Financial Officer and Treasurer of the Company which is expected to occur after the filing of the Company’s 2016 Annual Report on Form 10-K with the SEC . Your employment shall commence on or about February 27, 2017. You will perform your duties for the Company with its primary offices located in Philadelphia, PA and report directly to me. The purpose of this letter is to summarize the key terms of your employment with the Company, should you accept our offer.

The terms of your employment by the Company are set forth in an Employment Agreement (the “Employment Agreement”) being delivered to you together with this letter. The Employment Agreement provides that, in compensation for your services, you shall receive an annual base salary of $450,000, payable in accordance with the Company’s customary payroll practices. The Employment Agreement also provides that you are eligible to receive annual bonuses in such amounts as the Compensation Committee of the Board of Trustees of the Company (the “Committee”) may approve in its sole discretion or under the terms of any annual incentive plan of the Company maintained for other senior level executives. With respect to 2017 bonuses, you will be included in the Company’s 2017 award opportunities (the “2017 Awards”) to be established by the Committee for the Company’s executive officers who are eligible officers (the “Eligible Officers”), including that you will be eligible for a 2017 target cash bonus award of $450,000 and 2017 long term equity awards with an aggregate target value of $650,000. The other terms of your 2017 Awards will be consistent with those for the other Eligible Officers. You will be entitled to participate in the Company’s customary employee benefits, including health insurance and a retirement savings plan under Section 401(k) of the Internal Revenue Code. This is an exempt position, which means you are not entitled to overtime. You will be entitled to 23 days of paid time off (“PTO”) per year. The terms of these benefits and use of PTO are described in the Company’s Employee Handbook, as in effect from time to time. With the exception of base salary, other awards and benefits noted above will not be pro-rated for 2017.  For the avoidance of doubt, the Company reserves the right to terminate, amend or modify all human resources policies and benefits programs described herein without notice. The Company will reimburse you for reasonable out of pocket travel expenses related to your employment by the Company. The Company will also agree to indemnify you for

liabilities and expenses arising out of your employment in accordance with the terms of the Company’s standard indemnification agreement with its executive officers.

You have represented to us that you are under no contractual obligation to refrain from working for a competitor of any prior employer. Nonetheless, during your prior employment, you may have had access to trade secrets or proprietary information of your prior employer that may continue to be of value to your prior employer. That information remains the property of your prior employer. Consequently, you must be particularly careful not to disclose your prior employer’s trade secrets or proprietary information to anyone within the Company, or to use those trade secrets and proprietary information in the course of your duties with the Company.

You should also immediately return to your prior employer any of its property that is currently in your possession and refrain from bringing any such property onto the Company’s premises.

This offer is contingent upon satisfactory completion of the Company’s background checks, the execution and delivery of the Employment Agreement and the approval of the Committee.

If you agree with the terms and conditions of this offer letter, please indicate below by signing and dating both original copies of this letter in the spaces provided and return an executed copy to me.

Should you decide to join the Company, I know you would make a significant contribution to the Company’s efforts. I am very much looking forward to working with you and hope you will join our team in building a great company.

Sincerely,

/s/ Scott Davidson

Scott Davidson
Chief Executive Officer

The above terms are accepted and approved:

Paul W. Kopsky, Jr.

Name: Paul W. Kopsky, Jr.


Dated: February 17, 2017

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”), is entered into and executed on February 17, 2016, effective as of February 27, 2017 (the “ Effective Date ”), by and between RAIT Financial Trust, a Maryland real estate investment trust (the “ Company ”), with a principal office in Philadelphia, Pennsylvania, and Paul W. Kopsky, Jr. (“ Executive ”).

WHEREAS , the Company desires to enter into an employment agreement with Executive and employ Executive as Chief Financial Officer and Treasurer of the Company, pursuant to the terms and conditions set forth in this Agreement;

WHEREAS , Executive desires to be employed by the Company, pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Executive agrees to be bound by the non-competition, non-solicitation, intellectual property and confidentiality provisions as set forth in this Agreement; and

WHEREAS , this Agreement supersedes all previous agreements between the Executive and the Company.

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

1. Employment . The Company desires to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

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(a) serving as a director or trustee of a non- profit organization, subject to the prior and ongoing approval of the Board of Directors, which will not be unreasonably withheld; and

(b) spending time during the business day to attend to personal or family businesses or investments, so long as in the aggregate of Section 1.3(a) above and this Section 1.3(b) such time does not interfere with the performance of his duties for the Company.

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2. Termination . Executive’s employment shall terminate upon the occurrence of any of the following events:

(a) The Company may remove Executive at any time without Cause (as defined in Section 3 ) from the position in which Executive is employed hereunder upon not less than sixty (60) days’ prior written notice to Executive. In addition, Executive may initiate a termination of employment by resigning under this Section 2.1 for Good Reason (as defined in Section 3 ). Executive shall give the Company not less than sixty (60) days’ prior written notice of such resignation. In either event, the Company may relieve Executive of all responsibilities and authority during any portion or all of this notice period with the understanding that Executive shall remain an employee and receive all pay and benefits to which he is entitled during such period.

(b) Upon any termination without cause by the Company or resignation for Good Reason by the Executive as described in Section 2.1(a) , Executive shall be entitled to receive only the amount due to Executive under the Company’s then-current severance pay plan for employees, if any. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued and earned in accordance with the terms and conditions of any applicable benefit plans and programs of the Company in which Executive participated prior to his termination of employment.

(c) Notwithstanding the provisions of Section 2.1(b) , in the event that Executive executes and does not revoke a written mutual release upon such termination without cause by the Company or resignation for Good Reason by the Executive as described in Section 2.1(a) , in a form acceptable to the Company (the “ Release ”), of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company, or the termination thereof (other than claims for any entitlements under the terms of this Agreement or under any plans or programs of the Company under which Executive has accrued and is due a benefit), and any claims against Executive for actions within the scope of his employment by the Company, Executive shall be entitled to receive (in exchange for the Company’s undertakings in this Section 2.1(c) ), in lieu of the payment described in Section 2.1(b) , the following:

(i) Executive shall receive a lump sum cash payment equal to one and one half (1.5) times the sum of (x) Executive’s Base Salary, as in effect immediately prior to his termination of employment and (y) the average annual cash bonus Executive received for and applicable to the Company’s three (3) completed fiscal years immediately prior to the Executive’s last day of employment (or, if he was not employed for the entire period covered by the three (3) completed fiscal years of the Company immediately prior to his termination, the average annual cash bonus Executive received for and applicable to those completed fiscal years of the Company for which he was employed for the entire fiscal year or in the event he was not employed for a least one (1) completed fiscal year of the Company immediately prior to his termination, the Executive’s target annual cash bonus for and applicable to the fiscal year of his termination). Unless the payment is required to be delayed pursuant to Section 17.2 , the payment shall be made on the sixtieth (60th) day following Executive’s last day of employment with the Company, provided that Executive executes the Release during the forty-five (45) day period following

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Executive’s last day of employment and the revocation period for the Release has expired without revocation by Executive.

(ii) Executive shall receive a lump sum cash payment equal to a pro rata portion of Executive’s target annual cash bonus for and applicable to the fiscal year of his termination (or, in the absence of a target bonus opportunity for and applicable to the fiscal year of his termination, the lump sum cash payment shall be equal to a pro rata portion of the average annual cash bonus Executive received for the Company’s three (3) completed fiscal years immediately prior to Executive’s last day of employment) (the “ Cash Bonus ”). In the absence of a target annual cash bonus opportunity for and applicable to the fiscal year of his termination and in the event that the Executive was not employed for the entire period covered by the three (3) completed fiscal years of the Company immediately prior to his termination, the Cash Bonus shall be calculated on the basis of the annual cash bonus received for and applicable to those completed fiscal years of the Company for which he was employed for the entire fiscal year). The pro-rated Cash Bonus shall be determined by multiplying the Cash Bonus by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year of his termination of employment and the denominator of which is three hundred sixty-five (365).  Unless the payment is required to be delayed pursuant to Section 17.2 , the payment shall be made on the sixtieth (60th) day following Executive’s last day of employment with the Company, provided that Executive executes the Release during the forty-five (45) day period following Executive’s last day of employment and the revocation period for the Release has expired without revocation by Executive.

(iii) For a period of eighteen (18) months following the date of termination, Executive shall continue to receive the medical coverage in effect at the date of his termination (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, at the same premium rate as may be charged from time to time for employees generally, as if Executive had continued in employment with the Company during such period. The COBRA health care continuation coverage period under Section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”), shall run concurrently with the foregoing eighteen (18) month benefit period.

(iv) Solely for purposes of this Section 2.1(c)(iv), upon (1) a termination without cause by the Company, (2)  the Company elects not to renew Executive’s Employment Term pursuant to Section 1.1, or (3) a resignation for Good Reason by the Executive as described in Section 2.1(a) , all outstanding equity-based compensation awards that are not intended to qualify as “performance-based compensation” under Section 162(m)(4)(C) of the Code, shall become fully vested, immediately exercisable and any restrictions thereon shall lapse, as the case may be; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and all outstanding equity-based compensation awards that are intended to constitute “performance-based compensation” under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

For clarity, the foregoing payments and benefits referenced in Sections 2.1(c)(i) - (iv) , which Executive shall receive if he executes and does not revoke the Release required by this Section 2.1(c) , shall be in addition to any other amounts earned, accrued and owing to Executive

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but not yet paid under Section   1 and under any applicable benefit plans and programs of the Company (other than severance plans or programs) in which Executive participated prior to his termination of employment, subject to the terms and conditions of any such plans and programs, without regard to whether Executive executes and does not revoke the Release. For the avoidance of doubt, neither non-renewal of this Agreement by either party nor the expiration of the term of this Agreement shall entitle Executive to the payments and benefits set forth in this Section   2.1(c) .

(a) Executive shall receive a lump sum cash payment equal to a pro rata portion of Executive’s Cash Bonus (as Cash Bonus is defined in Section 2.1(c)(ii) ). The pro- rated Cash Bonus (the “ Pro-Rata Cash Bonus ”) shall be determined by multiplying the Cash Bonus by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the fiscal year of his termination of employment and the denominator of which is three hundred sixty-five (365). Except as otherwise required to comply with the requirements of Section 17 , payment shall be made on the sixtieth (60th) day following Executive’s last day of employment with the Company.

(b) The Company shall pay to Executive any amounts earned, accrued and owing but not yet paid under Section 1 and any other benefits accrued and earned in accordance with the terms and conditions of any applicable benefit plans and programs of the Company in which Executive participated prior to his termination of employment.

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3. Definitions and References .

(a) Executive’s commission of, or indictment for, or formal admission to a felony, any crime of moral turpitude, dishonesty, or any crime involving the Company; or Executive’s breach of the Company’s Code of Ethics;

(b) Executive’s engagement in fraud, misappropriation or embezzlement;

(c) Executive’s continual failure to substantially perform his reasonably assigned material duties to the Company (other than a failure resulting from Executive’s incapacity due to physical or mental illness), and such failure has continued for a period of at least thirty (30) days after a written notice of demand for performance, signed by a duly authorized officer of the Company, has been delivered to Executive specifying the manner in which Executive has failed to substantially perform; or

(d) Executive’s breach of Section 4 of this Agreement.

(a) the material reduction of Executive’s title, authority, duties and responsibilities or the assignment to Executive of duties materially inconsistent with Executive’s position or positions with the Company;

(b) a reduction in Base Salary of the Executive; or

(c) the Company’s material and willful breach of this Agreement.

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Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exis t unless notice of termination on account thereof (specifying a termination date of at least forty-five (45) days but no more than sixty (60) days from the date of such notice) is given no later than thirty (30) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises and (ii) if there exists (without regard to this clause (ii)) an event or condition that constitutes Good Reason, the Company shall have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder.

4. Non-Competition, Non-Solicitation, Intellectual Property and Confidentiality . Executive hereby acknowledges that, during and solely as a result of his employment by the Company, Executive will receive special information with respect to the operation of the businesses of the Company, and/or its affiliates, and other related matters not generally available to other executives of the Company, and access to confidential information and business and professional contacts. Executive hereby agrees to abide by the terms of the non-competition, non-solicitation, intellectual property and confidentiality provisions below, in consideration of Executive’s employment as an executive officer of the Company and the public stature which accompanies such position, as well as access to confidential information and business and professional contacts, and unique opportunities afforded by the Company to Executive as a result of Executive’s employment in such position; Executive’s eligibility for the benefits set forth in this Agreement (including without limitation the opportunity for the payment of additional salary and bonuses as well as Company paid or subsidized medical insurance referenced in Section 2.1(c) and the opportunity to participate in any long term incentive programs); and the Company’s entering into this Agreement. Executive agrees and acknowledges that the foregoing, whether treated separately or together, constitute full, adequate and sufficient consideration for the restrictions and obligations set forth in those provisions.

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(a) directly or indirectly, own, manage, operate, finance, join, control or participate in the ownership, management, operation, financing or control of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with, or use or permit Executive’s name to be used, or perform work in connection with or on behalf of any Competing Business (defined below) with respect to the activities of a Competing Business within any state in which the Company, and/or its affiliates, currently engage in any Substantial Business Activity (defined below) or with respect to any state in which the Company, and/or its affiliates, engaged in any Substantial Business Activity during the twelve (12) month period preceding Executive’s last day of employment with the Company; provided , however , that notwithstanding the foregoing, this provision shall not be construed to prohibit the passive ownership by Executive of not more than five percent (5%) of the capital stock of any corporation which is engaged in any Competing Business having a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended; or

(b) solicit or divert, or attempt to solicit or divert, to any Competing Business any individual or entity which is an active or prospective customer, agent, mortgage broker, loan originator or borrower of, with or from the Company, and/or its affiliates, or was such an active or prospective customer, agent, mortgage broker, loan originator or borrower at any time during the twelve (12) month period immediately preceding Executive’s termination of employment; or

(c) employ, attempt to employ, solicit or assist any Competing Business in employing (or engaging as a consultant) any individual who is a current employee of or consultant to the Company, and/or its affiliates, or who was an employee or consultant to the Company and/or its affiliates during the twelve (12) month period immediately preceding Executive’s termination of employment.

The phrase “ Competing Business ” shall mean any entity or enterprise actively engaged or planning to engage in any business or businesses (the “Company Business”) the Company and/or its affiliates are actively engaged in (or are expected to be actively engaged in within twelve (12) months) at the time of Executive’s termination of employment. Without limiting the scope of the preceding sentence, the phrase “Competing Business” includes the solicitation, origination, aggregation, pricing, negotiation and/or sale of (i) loans secured by mortgages on commercial real estate, and/or (ii) loans to entities engaged in the commercial real estate business, whether to hold these assets for investment or for sale individually or by combining them in one or more entities for sale as an investment (the process referred to as “securitization”). The securitizations, depending upon the make-up of the assets, are often referred to by their acronyms such as “CMBS” (Commercial Mortgage Backed Securities), “CDO” (Collateralized Debt Obligations), “CLO” (Collateralized Loan Obligations) or other current or future similar acronyms.  Notwithstanding the foregoing, an entity or enterprise shall be deemed not to be a Competing Business if the Executive recuses himself from participating in the management by such entity or enterprise of any business substantially similar to the Company Business and provides reasonable assurances to the Company of same upon request by the Company.

The phrase “ Substantial Business Activity ” shall mean that the Company, and/or its affiliates: (i) has, has had, or is taking action to establish a business office; (ii)   solicits, has solicited, makes

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or has made, loans secured by real estate, or is or has reviewed applications by borrowers or brokers to engage in these activities; (iii)   solicits, has solicited, makes or has made, loans to real estate developers and/or owners, or is or has reviewed applications by borrowers or brokers to engage in these activities; (iv)   owns, services or manages real estate, or has owned, serviced or managed real estate; and/or (v)   has or has had a recorded and unsatisfied mortgage or other lien upon real estate or personal property.

In the event that the provisions of this Section  4.1 should ever be adjudicated to exceed the time, geographic, business activities or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, business activities or other limitations permitted by applicable law.

(a) Executive acknowledges that, by reason of Executive’s employment by the Company, Executive will have access to confidential information of the Company, and/or its affiliates, including, without limitation, information and knowledge pertaining to products, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, proprietary information, manufacturing, packaging, advertising, distribution and sales methods, sales and profit figures, customer and client lists and relationships between the Company, and/or its affiliates, and dealers, distributors, sales representatives, wholesalers, customers, clients, real estate developers and/or owners, mortgage brokers, suppliers and others who have business dealings with them (“ Confidential Information ”). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and/or its affiliates, and covenants

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that, both during his employment with the Company and following his termination of employment under any circumstances, Executive will not disclose any Confidential Information to any person (except as Executive’s duties as an officer of the Company may require or as required by law or in a judicial or administrative proceeding) without the prior written authorization of the Board. The obligation of confidentiality imposed by this Section   4.3 shall not apply to information that becomes generally known to the public through no act of Executive in breach of this Agreement.

(b) Executive acknowledges that all documents, files and other materials received from the Company, and/or its affiliates, during his employment (with the exception of documents relating to Executive’s compensation or benefits to which Executive is entitled following the termination of his employment) are for use of Executive solely in discharging Executive’s duties and responsibilities hereunder and that Executive has no claim or right to the continued use or possession of such documents, files or other materials following termination of Executive’s employment by the Company. Executive agrees that, upon termination of employment, Executive will not retain any such documents, files or other materials and will promptly return to the Company any documents, files or other materials in Executive’s possession or custody.

5. Non-Exclusivity of Rights . Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify; provided , however , that if Executive becomes entitled to and receives the payments provided for in Section 2.1(c) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or similar program applicable to all employees of the Company.

6. Survivorship . The respective rights and obligations of the parties under this Agreement shall survive any termination of Executive’s employment to the extent necessary to the intended preservation of such rights and obligations, including, without limitation, Section 4 (Non- Competition, Non-Solicitation, Intellectual Property and Confidentiality), Section 8 (Arbitration; Expenses) and Section 18 (Claw-Back).

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7. Mitigation . Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

8. Arbitration; Expenses . In the event of any dispute under the provisions of this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in Philadelphia, Pennsylvania in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and Executive, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees and expenses of the arbitrators and the American Arbitration Association.

9. Notices . All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company, to:

RAIT Financial Trust Two Logan Square

100 N. 18th Street, 23rd Floor Philadelphia, PA 19103

Attention:  Chief Executive Officer

If to Executive, to:

Paul W. Kopsky, Jr. at his most recent home address set forth in the records of the Company.

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

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11. Severability . If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12. Remedies Cumulative; No Waiver . No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

13. Beneficiaries/References . Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

14. Miscellaneous . All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

15. Withholding . All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received under this Agreement.

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16. Governing Law . This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

18. Reimbursements . All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

19. Claw-Back .  Executive acknowledges that all compensation paid or payable to Executive shall be subject to the provisions of any claw-back policy that is adopted by the Company i n

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response to the Dodd-Frank Wall Street Reform and Consumer Protection Act and any other relevant laws and their rules and regulations (including stock exchange rules), and is applicable to a group of the Company’s senior level executives determined by the Company that includes, at a minimum, the Chief Executive Officer, the President and the Chief Financial Officer.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

[Signature Page to Kopsky Employment Agreement]

Exhibit 10.3

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

SHARE APPRECIATION RIGHTS AWARD AGREEMENT

This SHARE APPRECIATION RIGHTS AWARD AGREEMENT, dated as of                      February 14, 2017 (the “Date of Grant”), is delivered by RAIT Financial Trust (“RAIT”), to [Name of Participant] (the “Participant”).  

RECITALS

A. The RAIT Financial Trust 2012 Incentive Award Plan (the “Plan”) provides for the grant of share appreciation rights (“SARs”), which represent the right to receive the appreciation of an equal number common shares of beneficial interest, par value $0.03, of RAIT (“Common Shares”), in cash or Common Shares on a future settlement date.

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

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

1. Grant of SARs .  Subject to the terms and conditions set forth in this Agreement and the Plan, RAIT hereby grants to Participant [Number of SARs Awarded] SARs (the “SARs”).  The SARs will become vested in accordance with Paragraph 3 below and may be exercised in accordance with Paragraph 4 below.  Each SAR shall represent the right to receive the excess of the Fair Market Value (as determined under the Plan) of a Common Share on the date of exercise (“Exercise Date”) over the Fair Market Value of a Common Share on the Date of Grant: $3.78.  Such increase in Fair Market Value is hereafter referred to as the “Value” of the SAR.  

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

3. Vesting .

(a) Participant will become vested in the SARs awarded pursuant to this grant according to the following vesting schedule, provided 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”):

The vesting of the SARs is cumulative, but shall not exceed 100% of the SARs subject to this Agreement.  Participant’s SARs shall become fully vested if Participant is employed by, or providing service to, the Company on the third anniversary of the Date of Grant.  In the event that: (1) the Participant dies or becomes disabled (as defined under section 409A(a)(2)(C) of the Internal Revenue Code (the “Code”)) while employed by, or providing services to, the Company; (2) the Participant’s employment with the Company is terminated involuntarily for any reason other than a termination for cause (as defined under the terms of the Participant’s employment or services agreement or, if no such agreement is in force, as determined by the Company in its reasonable discretion) or (3) the Participant Retires (as defined below), Participant shall be deemed fully vested in all shares awarded under this Agreement.

(b) If Participant’s employment or service with the Company terminates for any reason other than death, disability, Retirement or an involuntary termination, other than a termination for cause, prior to Participant vesting in any of the SARs as provided in subparagraph (a), the SARs that are not vested as of Participant’s termination of employment or service shall terminate and Participant shall not have any exercise rights with respect to such unvested SARs.

(c) The above notwithstanding, in the event that Participant’s employment or service with the Company is terminated for “cause” or “willful misconduct,” as defined under the terms of the Participant’s employment or services agreement (if applicable); or as determined in the sole and absolute discretion of the Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs.  Additionally, in the event that Participant engages in any conduct in violation or post-employment or post-services covenants or obligations to the Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs.

(d) For purposes of this agreement, “Retirement” shall mean the Participant’s voluntary separation of employment following satisfaction of the Rule of 70. The Rule of 70 is satisfied upon (1) completion of at least fifteen (15) years of service with the Company or its related entities; (2) attainment of the age of fifty-five (55) and (3) such Participant’s combined age and service equals at least seventy (70). A Participant may separate upon Retirement subject to providing at least six (6) months’ advance notice to the Company and entering into a separate three-year non-competition and non-solicitation agreement, if requested by the Company.

4. Exercise and Settlement of SAR    Each SAR shall be exercisable on or after its applicable Vesting Date in accordance with the terms of Exhibit A of this Agreement and the Plan.

5. Change of Control .  If a Change of Control (as defined in the Plan) occurs, unless the Committee determines otherwise as provided under the terms of the Plan and in accordance with the requirements of section 409A of the Code, (i) all of Participant’s unvested SARs as of such date shall continue to vest in accordance with their terms and (ii) all of Participant’s vested SARs as of such date shall be deemed exercised by Participant and shall be settled in accordance with the terms of Paragraph 4.   

6. Acknowledgment by Participant .  By executing this Agreement, Participant hereby acknowledges that with respect to any right of settlement or payment pursuant to this Agreement, Participant is and shall be an unsecured general creditor of RAIT without any preference as against other unsecured general creditors of RAIT, and Participant hereby covenants for himself or herself, and anyone at any time claiming through or under Participant 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.  

Participant also hereby agrees to be bound by the terms and conditions of the Plan and this Agreement.  Participant further agrees to be bound by the determinations and decisions of the Committee with respect to this Agreement and the Plan and Participant’s rights to benefits under this Agreement and the Plan, and agrees that all such determinations and decisions of the Committee shall be binding on Participant, his or her beneficiaries and any other person having or claiming an interest under this Agreement and the Plan on behalf of Participant.

7. Restrictions on Exercise and Settlement of SARs .

(a) Participant agrees to be bound by RAIT’s policy regarding the transfer of interests in the Company and acknowledges that such policy may limit timing and manner in which Participant may exercise the SARs granted pursuant to this Agreement and/or sell any Common Shares issued by the Company in settlement of the SARs granted pursuant to this Agreement. The RAIT Insider Trading Policy is attached to this Agreement.

(b) The decision of RAIT to deliver Common Shares in settlement of the SARs shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Common Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of Common Shares, the Common Shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.  The issuance of Common Shares and/or the payment of cash to Participant pursuant to this Agreement are subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

8. Grant Subject to Plan Provisions .  This grant 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.  In the event of any contradiction, distinction or difference between this Agreement and the terms of the Plan, the terms of the Plan will control.  Except as otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the Plan.  This grant is subject to the interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the registration, qualification or listing of the Common Shares, (iii) changes in capitalization of RAIT, and (iv) other requirements of applicable law. The Committee shall have the authority to interpret and construe this grant pursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arising hereunder and Participant’s acceptance of this grant is Participant’s agreement to be bound by the interpretations and decisions of the Committee with respect to this grant and the Plan.

9. No Rights as Shareholder .  Participant shall not have any rights as a shareholder of RAIT, including the right to any cash dividends, or the right to vote, with respect to any SARs.

10. No Rights to Continued Employment or Service . This grant shall not confer upon Participant any right to be retained in the employment or service of the Company and shall not interfere in any way with the right of the Company to terminate Participant’s employment or service at any time.  The right of the Company to terminate at will Participant’s employment or service at any time for any reason is specifically reserved.

11. Assignment and Transfers .  No SARs awarded to Participant under this Agreement may be transferred, assigned, pledged, or encumbered by Participant. All SARs shall be settled during the lifetime of Participant only for the benefit of Participant.  Any attempt to transfer, assign, pledge, or encumber the SAR by Participant shall be null, void and without effect.  The rights and protections of RAIT hereunder

shall extend to any successors or assigns of RAIT.  This Agreement may be assigned by RAIT without Participant’s consent.

12. Withholding .  Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the exercise and settlement of the SARs .   Participant may elect to satisfy any tax withholding obligation of the Company with respect to the SARs by having cash or Common Shares withheld from the proceeds of such settlement up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

13. Effect on Other Benefits .  The value of cash and/or Common Shares paid with respect to the SARs shall not be considered eligible earnings for purposes of any other plans maintained by the Company.  Neither shall such value be considered part of Participant’s compensation for purposes of determining or calculating other benefits that are based on compensation, such as life insurance.

14. Termination of SAR . Participant’s right to exercise vested SARs shall terminate upon the earlier of (i) 30 days following termination of employment or service; or (ii) the 5 ^th anniversary of the Date of Grant.

15. Applicable Law .  The validity, construction, interpretation and effect of this Agreement 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.

16. Notice .  Any notice to RAIT provided for in this instrument shall be addressed to RAIT in care of the Board of Trustees at the principal office of RAIT, and any notice to Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or to such other address as Participant may designate to RAIT in writing.  Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

17. Section 409A of the Code .  This Agreement is intended to comply with the requirements of section 409A of the Code and shall in all respects be administered in accordance with such requirements.  Notwithstanding any provision in this Agreement to the contrary, redemption and payment may only be made under this Agreement upon an event or in a manner permitted by section 409A of the Code or an applicable exemption.  Each payment under this Agreement shall be treated as a separate payment for purposes of section 409A of the Code.  In no event may Participant designate the calendar year of a payment.

[Signatures Follow]

IN WITNESS WHEREOF, RAIT has caused its duly authorized officer to execute this Share Appreciation Rights Award Agreement, and Participant has placed his or her signature hereon, effective as of the Date of Grant.

RAIT FINANCIAL TRUST

By:

      Name:

      Title:

I hereby accept the award of SARs described in this Agreement, and I agree to be bound by the terms of this Agreement and the Plan.  I hereby acknowledge and agree that all of the decisions, interpretations and determinations of the Committee with respect to the SARs shall be final, binding and conclusive on me, my beneficiaries and any other persons having or claiming an interest under this Agreement.

Date:
Signature of Participant

Name of Participant

EXHIBIT A

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

Exercise AND SETTLEMENT OF Vested SARS

Capitalized terms used herein are defined as defined in the Share Appreciation Rights Award Agreement (the “ Agreement ”) to which this Exhibit is attached unless otherwise defined herein. This Exhibit sets forth the procedures the Participant must follow to exercise the SARs granted to the Participant pursuant to the Agreement.  

Each SAR shall be exercisable on or after its applicable Vesting Date in accordance with the terms of the Agreement and the Plan.  Any such vesting is subject to the terms and conditions of the Plan and your SARs Award. A SAR shall be exercised upon delivery by the Participant to RAIT’s Human Resources department of a completed exercise election form (“ Election Form ”) substantially in the form attached as Appendix A to this Exhibit specifying the number of SARs to be exercised and the date of exercise (which shall be prospective).  The number of SARs to be exercised may not exceed the number of vested SARs as of the date of exercise.  Upon approval by the Committee, the aggregate Value of exercised SARs shall be settled and paid to Participant in cash, an equivalent value of Common Shares or any combination thereof as determined in the sole and exclusive discretion of the Committee.

In the Election Form, the Participant must designate a specific Exercise Date (MM/DD/YYYY).  Such Exercise Date must be (i) during the period (the “ Vested Period ”) at any time on or after the date the Vesting Date until the termination of the vested SARs in accordance with the terms and conditions of the Plan and the Agreement, (ii) prospective and (iii) no later than thirty (30) days following submission of the Election Form.  An Exercise Date is “prospective” if it is submitted to, and accepted and approved by, RAIT before the determination of the Fair Market Value on the relevant Exercise Date.  You may designate the Exercise Date that is the same date you submit the attached Election Form provided all the conditions specified above are met.  Your designation of the Exercise Date is irrevocable and is binding upon you and RAIT once it is accepted and approved by RAIT.  Settlement will be completed within five (5) business days of the Exercise Date.  Settlement will be made in cash, an equivalent value of Common Shares, or a combination of the two as determined in the sole discretion of the Committee.  

APPENDIX A

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

SARS EXERCISE ELECTION FORM

I, a participant under the RAIT Financial Trust (“ RAIT ”) 2012 Incentive Award Plan (the “ Plan ”), or a person otherwise entitled to exercise the Share Appreciation Rights (“ SARs” ) thereunder, do hereby exercise the right to settlement of the following SARs on the date of exercise (the “ Exercise Date ”) identified below:

Exercise Date: _______________

Number of SARs: _______________

Date of Grant: 02/22/2016

Date of Vesting: _______________

(The Exercise Date must comply with the conditions set forth in the Notice of Ability to Exercise Vested Share Appreciation Rights relating to these SARs.)   I understand that RAIT may reduce the amount paid to me as necessary to satisfy withholding tax obligations.  I further understand that RAIT may settle the exercised SARs in cash or in the equivalent value of Common Share of Beneficial Interest of RAIT, or a combination of the two as determined in the sole discretion of the Compensation Committee of the Board of Trustees of RAIT.  

Send a completed copy of this SAR Exercise Form to:

RAIT Financial Trust

Cira Center

2929 Arch Street, 17 ^th Floor

Philadelphia, PA   19104

Attn:   Michele Rudoi

Human Resources

I understand that this election and the designation of the Exercise Date above are irrevocable once accepted and approved by RAIT.  

Print Name Date

Signature

ACCEPTED AND APPROVED ON BEHALF OF RAIT:

By:    Name & Title: Date                              

Exhibit 10.4

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

Share Award Grant Agreement

This is a Share Award dated as of February 14, 2017 (the “ Date of Grant ”) from RAIT Financial Trust, a Maryland real estate investment trust (the “ Company ”), to [INSERT NAME] (“ Participant ” and, together with the Company, the “ Parties ”), under the terms of the RAIT Financial Trust 2012 Incentive Award Plan (the “ Plan ”).

1. Defined Terms.   Except as set forth below, all capitalized terms shall have the respective meaning as set forth in Section 1.02 of the Plan.  

(a) “ Disability” shall mean the inability of a Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, as provided in Code section 409A(a)(2)(C) and Treas. Reg. § 1.409A-3(i)(4).  

(b) “ Qualified Termination ” means (1) termination of the Participant’s employment with the Company due to death or Disability or (2) an involuntary termination of the Participant’s employment with the Company, other than a termination for Cause (as defined in the Participant’s employment agreement or, if no such agreement is in force, as determined by the Company in its reasonable discretion).  

(c) “ Restriction Period ” means, with respect to each Common Share which is the subject of this Grant, the period beginning on the Date of Grant and ending on the applicable Vesting Date.

(d) “ Retirement ” means the Participant’s voluntary separation of employment following satisfaction of the Rule of 70. The Rule of 70 is satisfied upon (1) completion of at least fifteen (15) years of service with the Company or its related entities; (2) attainment of the age of fifty-five (55) and (3) such Participant’s combined age and service equals at least seventy (70). A Participant may separate upon Retirement subject to providing at least six (6) months’ advance notice to the Company and entering into a separate three-year non-competition and non-solicitation agreement, if requested by the Company.

(e) “ Share Award ” means the [____] ([__]) Common Shares which are the subject of this Grant.

(f) “ Vesting Date ” means the date on which the Participant has a non-forfeitable right to the Common Shares and related dividends subject to this Share Award following the lapse of all restrictions set forth in Section 4.

2. Grant of Share Award .  Subject to the terms and conditions set forth herein, the Company hereby grants to Participant the Share Award and Participant hereby acknowledges the

restrictions on the Share Award .  The Share Award is subject to the terms and conditions of the Plan now in effect and as they may be amended from time to time in accordance with the Plan.  The terms and conditions of the Plan are and automatically shall be incorporated herein by reference and made a part hereof.  

3. Restrictions on Share Award and Related Dividends .  Subject to the terms and conditions set forth in the Plan and herein and notwithstanding any other agreement to which the Participant is a party, during the Restriction Period, Participant shall not be permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Common Shares and related dividends subject to this Share Award.  The Company or its transfer agent, American Stock Transfer & Trust Company, LLC or any successor thereto (“ Transfer Agent ”), shall maintain a record of uncertificated Common Shares and related dividends subject to this Share Award during the Restriction Period.  Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition (each, a “ Disposition ”) of any  Common Shares and related dividends subject to this Share Award in violation of this Share Award shall be void and of no effect, and the Company (or Transfer Agent, as appropriate) shall have the right to disregard any such Disposition on its books and records, to issue (or execute) “stop transfer” instructions and/or take such other action as the Company deems necessary or advisable to enforce the restrictions in this Share Award.

4. Vesting .  Subject to Section 5, the restrictions set forth in Section 3 on the Share Award shall lapse with respect to the following portion of Common Shares and related dividends subject to the Share Award:  (i) one third (1/3) on the first anniversary of the Date of Grant; (ii) one third (1/3) on the second anniversary of the Date of Grant; and (iii) one third (1/3) on the third anniversary of the Date of Grant.  The date on which the restrictions lapse for a particular portion of the Share Award and related dividends shall be the Vesting Date for such portion. If the foregoing vesting schedule would produce fractional Common Shares, the number of Common Shares that are vested shall be rounded down to the nearest whole Restricted Unit; provided , however , that on the final vesting date, the number of Common Shares vesting shall be adjusted to the extent necessary so that 100% of the Share Award shall have vested. On or before the thirtieth (30 ^th ) day following each Vesting Date, the Company will direct the Transfer Agent to note that the restrictions on the applicable Common Shares subject to this Share Award arising out of this Share Award have lapsed.

5. Forfeiture of Share Award .  If Participant’s employment or other service relationship with the Company and all Subsidiaries terminates during the Restriction Period for any reason other than a Qualified Termination or Retirement, Participant shall forfeit any remaining unvested Common Shares and related dividends subject to the Share Award as of the date of such termination of employment or other service relationship.  Upon a forfeiture of unvested Common Shares and related dividends subject to the Share Award as provided in this Section 5, the Share Award shall be deemed canceled and such Common Shares and dividends shall be transferred to the Company.  If Participant’s employment or other service relationship with the Company and all Subsidiaries terminates during the Restriction Period as a result of a Qualified Termination or Retirement, the restrictions on the unvested Share Award shall lapse as of the date of such termination of employment or other service relationship.

6. Lapse of Restrictions .  Upon the lapse of the Restriction Period with respect to the applicable Common Shares and related dividends subject to this Share Award, the Participant’s

ability to hold, sell, transfer, pledge, assign or otherwise encumber the stock and dividends shall be unrestricted subject to the tax withholding requirements set forth in Paragraph 10(c). Notwithstanding the foregoing, Participant agrees to be bound by RAIT’s policy regarding the transfer of interests in the Company and acknowledges that such policy may limit the timing and manner in which Participant may sell or otherwise transfer any Common Shares issued by the Company pursuant to this Agreement. The RAIT Insider Trading Policy is attached to this Agreement.

7. Dividends, Voting and Recapitalization .  

(a) Dividends .  Pursuant to Section 5.06 of the Plan, Participant shall be entitled to dividends attributable to Common Shares subject to this Share Award as follows:

(i) Dividends on Vested Common Shares .  With respect to Common Shares subject to this Share Award that have vested under Section 4, if any dividends are paid with respect to the Common Shares, Participant shall have the right to receive such dividends paid on such vested Common Shares in such amount and at such times as received by all other shareholders of the Company.  

(ii) Dividends on Unvested Common Shares .  With respect to Common Shares subject to this Share Award that have not vested under Section 4, if any dividends are paid with respect to the Common Shares, the Participant shall receive a credit to the Participant’s Share Award dividend account equal to the value of the cash dividends that would have been distributed if the unvested Common Shares at the time of the payment date of the relevant cash dividend were vested Common Shares.  Within thirty (30) days following the Vesting Date of any unvested Common Shares, a cash payment will be paid to the Participant by the Company equal to the value of the aggregate amount of cash credited to the Participant's Share Award dividend account for the corresponding unvested Common Shares that vested as of the Vesting Date.  No interest shall accrue with respect to any cash amounts credited to the Participant's Share Award dividend account.  If any unvested Common Shares are forfeited for any reason prior to the Vesting Date, the aggregate amount credited to the Participant's Share Award dividend account with respect to such unvested Common Shares shall terminate and the Participant shall not have any rights with respect to any such amounts.

(b) Voting .  Participant shall have the right to vote all Common Shares under this Share Award regardless of vested status while such Common Shares remain outstanding and the Participant otherwise retains such voting rights.  

(c) Recapitalization .  In the event of any changes in the capital stock of the Company by reason of any stock dividends, split-ups or combinations of shares, reclassifications, mergers, consolidations, reorganizations or liquidations while any Common Shares comprising the Share Award shall be subject to restrictions on transfer and forfeiture hereunder, any and all new, substituted or additional securities to which Participant is entitled shall be subject immediately to the terms, conditions and restrictions of this Award.

8. Notices .  Any notice to the Company relating to this Share Award shall be addressed to the Company in care of the Chief Financial Officer of the Company at the principal

office of the Company, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or to such other address as the Participant may designate to the Company in writing.  Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.   

9. Applicable Laws .  The Company may from time to time impose any conditions on the Share Award as it deems necessary or advisable to ensure that the Award satisfies the conditions of applicable laws.

10. Tax Matters .  

(a) The Common Shares and related dividends subject to this Share Award are intended to constitute property that is subject to a substantial risk of forfeiture during the Restriction Period, and subject to federal income tax in accordance with Section 83 of the Code.  Section 83 of the Code generally provides that Participant will recognize compensation income with respect to each installment of the Share Award on such installment's Vesting Date in an amount equal to the then fair market value of the shares for which restrictions have lapsed.  Alternatively, Participant may elect, pursuant to Section 83(b) of the Code, to recognize compensation income for all or any part of the Share Award at the Date of Grant in an amount equal to the fair market value of the Share Award subject to the election on the Date of Grant.  Such election must be made within 30 days of the Date of Grant and Participant shall immediately notify the Company if such an election is made.  Participant should consult his or her tax advisors to determine whether a Section 83(b) election is appropriate.  If Participant (after consulting with his or her tax advisors) decides to file an 83(b) election, then instructions and an election form are attached hereto as Appendix A.

(b) The grant of this Share Award is intended to be exempt from the requirements of Section 409A of the Code, and, to the extent that further guidance is issued under Section 409A of the Code after the date of this Award, the Company may make any changes to this Award as are necessary to bring this award into compliance with the applicable exemptions under Section 409A of the Code and the Treasury regulations issued thereunder.

(c) The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the grant, vesting or payment of the Common Shares and related dividends subject to this Share Award.  The Participant may elect to satisfy any tax withholding obligation of the Company with respect to the Common Shares and related dividends subject to this Share Award by having Common Shares and related dividends subject to this Share Award withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

11. Share Award Not to Affect Employment .  The Share Award granted hereunder shall not confer upon Participant any right to continue in the employment or other service relationship of the Company or any Subsidiary or affiliate of the Company.

12. Restrictions on Issuance or Transfer of Common Shares.

(a) The obligation of the Company to issue, or remove the restrictions on, Common Shares shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Common Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, such issuance or removal, the Common Shares may not be issued or such restrictions removed in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.  The issuance of Common Shares and the payment of cash to the Participant pursuant to this Agreement are subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

(b) The Participant agrees to be bound by the Company’s policies regarding the transfer of the Common Shares subject to this Share Award and understands that there may be certain times during the year in which the Participant will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, or encumbering Common Shares.

13. Miscellaneous.

(a) Binding Effect . Subject to the limitations set forth herein, this Award shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assigns.

(b) Entire Agreement; Amendments .  This Award and the Plan constitute the entire agreement between the parties with respect to the Award and cannot be changed or terminated orally.  No modification or waiver of any of the provisions hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(c) Counterparts .  This Award may be executed in one or more counterparts, both of which taken together shall constitute one and the same agreement.

(d) Governing Law .  This Award shall be governed and construed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland.  

(e) Severability .  In the event that any provision in this Award shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Award.

(f) Section Headings .  The captions and section headings of this Award are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

IN WITNESS WHEREOF, RAIT has caused its duly authorized officer to execute this Share Award Grant Agreement, and Participant has placed his or her signature hereon, effective as of the Date of Grant.

RAIT FINANCIAL TRUST

By:______________________________

Name:

Title:

ACKNOWLEDGMENT

The Participant acknowledges receipt of the Share Award, a copy of which is attached hereto; represents that he or she has read and is familiar with the terms and provisions thereof; hereby accepts this Share Award subject to all of the terms and provisions thereof.  The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising hereunder.

Date:
Signature of Participant

Name of Participant

SECTION 83(b) ELECTIONS

INSTRUCTIONS REGARDING SECTION 83(b) ELECTIONS:

You are urged to consult your personal tax advisor before making an 83(b) Election to discuss the consequences thereof and consider whether such an election is advisable under the circumstances (and to complete the election form).

APPENDIX A

SECTION 83(b) ELECTION FORM

Election Pursuant to Section 83(b) of the Internal Revenue Code

to Include Property in Gross Income in Year of Transfer

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the Share Award described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address, and taxpayer identification number of the undersigned are:

______________________________

______________________________

______________________________

___-__-____

2. Description of the Share Award with respect to which the election is being made:   ______ (__) Common Shares of Beneficial Interest, par value of $0.03 of RAIT Financial Trust awards pursuant to the attached Share Award and the RAIT Financial Trust 2012 Incentive Award Plan .  

3. Date on which the Share Award is made: February 22, 2016.  

4. The taxable year of the taxpayer is 2016.

5. Nature of restrictions to which the Share Award is subject:   The Share Award consists of Common Shares subject to potential forfeiture for (i) failure to remain employed by the Company during the Restriction Period; or (ii) failure to comply with the restrictions and conditions of the Share Award and the Plan.  

6. The fair market value of a Common Share on the Date of Grant (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the property with respect to which this election is being made is:   $3.78, the NYSE per Common Share closing price on the Date of Grant.  The cumulative fair market value of Common Shares subject to this Grant Award is $_________  (2. multiplied by 6. ).

7. The taxpayer did not pay any amount for these shares.

8. A copy of this statement was furnished to RAIT Financial Trust, for whom taxpayer rendered the services underlying the transfer of such property.

Date: _________ __________________________________

Name: