8-K

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): November 19, 2009

CAPITAL TRUST, INC.

(Exact Name of Registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

410 Park Avenue, 14th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 1.01 Entry into a Material Definitive Agreement.

     In connection with the resignation of John R. Klopp as president and chief executive and as a director of Capital Trust, Inc. (the “Company”) discussed below in Item 5.02(b) of the Current Report on Form 8-K (“Current Report”), the Company entered into a separation and consulting agreement, dated November 19, 2009 (the “Agreement”), with Mr. Klopp. Pursuant to the Agreement, Mr. Klopp resigned from all of his offices with the Company effective December 1, 2009. The Agreement provides for the engagement of Mr. Klopp as a consultant for a one-year period commencing on December 1, 2009 (the “Consulting Period”) and for the payment of a consulting fee, payable monthly in equal installments of $83,333 throughout the Consulting Period. The Agreement also provides for, among other things: (i) the payment of a cash bonus of $600,000 for 2009, subject to lender approval, (ii) continued vesting of restricted stock and performance stock throughout the Consulting Period, (iii) the extension of the right to exercise vested stock options through the end of the Consulting Period, (iv) continuation of group health insurance coverage until the earlier of the eligibility for comparable coverage from a new employer or the expiration of the Consulting Period, and (v) the termination of certain post employment covenants restricting the solicitation of investors and employment or participation in certain competing businesses.

     The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, that will be attached as an exhibit to the Company’s Quarterly Report on Form 10-K for the year ended December 31, 2009 which the Company intends to file in March 2010.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (b) John R. Klopp resigned from the offices of president and chief executive officer and director of the Company effective as of December 1, 2009. Mr. Klopp will serve as a consultant to the Company for a one-year period commencing on December 1, 2009.

     (c) and (d) The board of directors of the Company appointed Stephen D. Plavin to serve as president and chief executive and a director of the Company effective December 1, 2009. Mr. Plavin, age 49, has served as chief operating officer of the Company since 1998, with responsibility for the lending, investing and asset management activities of the Company. Prior to that time, Mr. Plavin was employed for fourteen years with the Chase Manhattan Bank and its securities affiliate, Chase Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase, including the management of loan origination and execution, loan syndications, portfolio management, banking services, and real estate owned sales. He served as a managing director responsible for real estate client management of Chase’s major real estate relationships and in 1997 he became co-head of global real estate for Chase. Mr. Plavin serves as a director of Omega Healthcare Investors, Inc., a skilled nursing real estate investment trust and WCI Communities, Inc., a privately held developer of residential communities.

     A copy of the press release relating to Mr. Klopp’s resignation and Mr. Plavin’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Press Release dated November 20, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL TRUST, INC.
By:	/s/ Stephen D. Plavin
	Name:	Stephen D. Plavin
	Title:	Chief Operating Officer

Date: November 24, 2009

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated November 20, 2009

EX-99.1

Exhibit 99.1

Contact: Douglas Armer
(212) 655-0220

Capital Trust Announces CEO Transition

New York, NY – November 20, 2009 –Capital Trust, Inc. (NYSE: CT) announced today that John R. Klopp, co-founder and CEO, is retiring after 21 years of service to the Company and its predecessor. The Company also announced that Stephen D. Plavin, Chief Operating Officer since 1998, has been appointed Chief Executive Officer and a Director. Geoffrey G. Jervis, Chief Financial Officer, and Thomas C. Ruffing, Chief Credit Officer, will continue in their current roles.

“We are all saddened by John’s decision to retire, but thank him for his many years of strong leadership and wish him the best in his next endeavors,” said Sam Zell, co-founder and Chairman of the Board. “Capital Trust has a very deep and talented management bench. I have great confidence in Steve, and look forward to continuing to work with him and the CT team through these challenging times.”

Mr. Klopp’s resignation as CEO, President and member of the Board is effective as of December 1, 2009, but he will continue to serve as a consultant to the Company for the next twelve months. Mr. Plavin’s appointments as Chief Executive Officer and Director are also effective as of December 1, 2009.

*      *      *

Forward-Looking Statements

This news release contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to future financial results and business prospects. The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, the success of the Company’s debt restructuring and its ability to meet the amortization required thereby, the continued credit performance of the Company’s loan and CMBS investments, the asset/liability mix, the effectiveness of the Company’s hedging strategy and the rate of repayment of the Company’s portfolio assets, as well as other risks indicated from time to time in the Company’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events or circumstances.

About Capital Trust

Capital Trust, Inc. is a real estate finance and investment management company that specializes in credit sensitive structured financial products. To date, the Company’s investment programs have focused primarily on loans and securities backed by commercial real estate assets, and the Company has executed its business both as a balance sheet investor and as an investment manager. Capital Trust is a real estate investment trust traded on the New York Stock Exchange under the symbol “CT.” The Company is headquartered in New York City.