AMENDMENT NO. 1 TO
JER INVESTORS TRUST INC.
NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN
THIS AMENDMENT NO.1 to the JER Investors Trust Inc. Nonqualified Stock Option and Incentive Award Plan (the
“Plan”) is made effective as of December 16, 2008. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Plan.
WHEREAS, JER Investors Trust Inc. (the “Company”) adopted that Plan on May 30, 2007;
WHEREAS, the Company has determined that the Plan should be amended to ensure that it and awards granted
thereunder are exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended;
NOW, THEREFORE, the Plan is amended as follows:
Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, a Change in Control shall
not be deemed to have occurred unless such transaction also constitutes a change in the ownership of a corporation
or a change in the effective control of a corporation or a change in the ownership of a substantial portion of a
corporation’s assets, each within the meaning of Section 409A.
(x) “Section 409A” means Section 409A of the Code.
10.6 Section 409A . Notwithstanding any provision of the Plan, to the extent that any Award would be subject to
Section 409A, no such Award may be granted if it would fail to comply with the requirements set forth in
Section 409A. To the extent that the Committee determines that the Plan or any Award is subject to Section 409A and
fails to comply with the requirements of Section 409A, notwithstanding anything to the contrary contained in the Plan
or in any Award Agreement, the Committee reserves the right to amend or terminate the Plan and/or amend,
restructure, terminate or replace the Award, without the consent of the Participant, to cause the Award to either not
be subject to Section 409A or to comply with applicable provisions of such section. In addition, for each Award
subject to Section 409A, a termination of