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Benefits Participation Agreement

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Title:

Benefits Participation Agreement

Entities:

Arbor Realty Trust, Inc.

Date:

2003

Size:

Preview shows 3KB of 10KB total

Price:

$40

ID:

#334357

► Compensation ► Participation ► Benefits Participation Agreements
► Real Estate

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                        BENEFITS PARTICIPATION AGREEMENT



         This Agreement, dated as of July 1, 2003, is made by and between Arbor

Management, LLC, a New York limited liability company ("ARBOR MANAGEMENT") and

Arbor Realty Trust, Inc., a Maryland corporation (the "REIT").



         WHEREAS, the REIT is a newly organized Maryland corporation formed to

invest in a diversified portfolio of multi-family and commercial real estate

related bridge and mezzanine loans, preferred equity investments and other real

estate related assets ("STRUCTURED FINANCE INVESTMENTS");



         WHEREAS, the REIT is offering 1,400,000 of its units, each of which

consists of five shares of the REIT's common stock and one warrant to purchase a

share of the REIT's common stock (the "UNITS OFFERING"), and the Units Offering

is to be consummated on July 1, 2003;



         WHEREAS, upon consummation of the Units Offering, Arbor Commercial

Mortgage, LLC, a New York limited liability company ("ACM"), will release for

employment by the REIT certain employees with experience in Structured Finance

Investments ("FORMER ACM EMPLOYEES"), and the REIT intends to hire Former ACM

Employees as well as other employees;



         WHEREAS, Arbor Management, the managing member of ACM, currently

maintains employee benefit plans for the benefit of ACM employees (the "ACM

PLANS");



         WHEREAS, the parties have been advised that under Section 414 of the

Internal Revenue Code of 1986, as amended (the "CODE"), ACM, Arbor Management

and the REIT are treated as a single employer for certain purposes under the

Code;



         WHEREAS, it is the intent of the parties that the employees of the REIT

be permitted to participate in the ACM Plans, provided that such participation

does not jeopardize the status of the ACM Plans as single employer plans;



         NOW, THEREFORE, in consideration of the terms and conditions set forth

herein and for other valuable consideration, the parties, intending to be

legally bound, hereby agree as follows:



         1. Term. The term of this Agreement shall commence on July 1, 2003,

upon consummation of the Units Offering, and shall remain in effect for as long

as that certain Management and Advisory Agreement between and among Arbor Reatly

End of Preview

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