(ll) Permitted Transferee has the meaning given such term in Section 13(b) of the Plan.
(mm) Person means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).
(nn) Plan means this Blackstone Mortgage Trust, Inc. Stock Incentive Plan, as it may be amended and restated from time to time.
(oo) Prior Non-Employee Director Award means any award of Deferred Stock Units granted to a Non-Employee Director under the Prior Plans, which remains outstanding as of the Effective Date.
(pp)
Prior Plan Award means any award of equity-based compensation granted under the Prior Plans, which remains outstanding as of the Effective Date.
(qq) Prior Plans means the Capital Trust, Inc. Amended and Restated 1997 Non-Employee Director
Stock Plan, the Capital Trust 2007 Long-Term Incentive Plan, as amended, the Capital Trust, Inc. 2011 Long-Term Incentive Plan, the Blackstone Mortgage Trust, Inc. 2013 Stock Incentive Plan, the Blackstone Mortgage Trust, Inc. 2013 Manager Incentive
Plan, the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan, the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan, the Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan and the Blackstone Mortgage Trust, Inc. 2018 Manager
Incentive Plan.
(rr) Qualifying Manager Termination means a (i) Manager Termination Event that occurs by action of the
Company (other than as a result of the breach by the Manager of the Management Agreement), (ii) Manager Termination Event that occurs by action of the Manager as a result of the breach by the Company of the Management Agreement, or
(iii) Manager Sale.
(ss) Restricted Period means the period of time determined by the Committee during which an Award is
subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.
(tt) Restricted Stock means Common Stock, subject to certain specified restrictions (which may include, without limitation, a
requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.
(uu) Restricted Stock Unit means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other
property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the
Plan.
(vv) SAR Period has the meaning given such term in Section 8(c) of the Plan.
(ww) Securities Act means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of
(or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.
(xx) Service Recipient means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the
Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as
applicable.
(yy) Stock Appreciation Right or SAR means an Award granted under Section 8 of the Plan.
(zz) Strike Price has the meaning given such term in Section 8(b) of the Plan.
(aaa) Subsidiary means, with respect to any specified Person:
(bbb) (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entitys
voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders agreement that effectively transfers voting power) is at the time owned or controlled, directly or
indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(ccc) (ii) any partnership
(or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person, or (B) the only general partners (or functional
equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
(ddd) Substitute
Award has the meaning given such term in Section 5(e) of the Plan.
(eee)
Sub-Plans means any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards to
employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign
jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit and the other limits specified in
Section 5(b) shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.
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