X0306 4 2015-02-17 0 0001577670 Ladder Capital Corp LADR 0001598521 Harney Thomas C/O LADDER CAPITAL CORP 345 PARK AVENUE, 8TH FLOOR NEW YORK NY 10154 0 1 0 0 Head-Merchant Banking & Cap Mk Class A common stock 2015-02-17 4 A 0 53205 0.00 A 159737 D Stock option 18.84 2015-02-17 4 A 0 5912 0.00 A Class A common stock 5912 5912 D Represents the Reporting Person's annual equity incentive award for the year ended December 31, 2014, payable 90% in restricted stock and 10% in stock options. Fifty percent of the restricted stock grant is subject to specified performance-based vesting criteria, and the remaining fifty percent is subject to specified time-based vesting criteria. The performance-vesting restricted stock granted to the Reporting Person will vest in three equal installments with respect to Ladder Capital Corp's ("Ladder") performance for the years ending December 31, 2015, 2016 and 2017. The time-vesting restricted stock granted to the Reporting Person will vest in three equal installments on the first three anniversaries of the grant date. In each case, vesting is subject to the Reporting Person's continued employment on the applicable vesting dates. Notwithstanding (2) above, with respect to the time-vesting shares, such shares will become fully vested on the Reporting Person's retirement eligibility date, defined as the date on or after February 11, 2019 where the sum of (x) the Reporting Person's age and (y) the Reporting Person's fully completed years of employment with Ladder or a subsidiary is equal to or greater than 60 (the "Retirement Eligibility Date"). This option grant will vest and become exercisable in three equal installments on each of the first three anniversaries of the grant date, subject to the Reporting Person's continued employment on the applicable vesting dates. Notwithstanding the above, the Reporting Person's options will become fully vested on the Retirement Eligibility Date. /s/ Michelle Wallach, as Attorney-in-Fact for Thomas Harney 2015-02-19