Exhibit 10.1
[Form of Amendment to the Change
in Control Agreements between Equity Residential and certain of the
named executive officers in February 2009, as more fully described
in the company’s Proxy Statement filed with the SEC on
April 16, 2009.]
FIRST AMENDMENT TO AMENDED AND
RESTATED
CHANGE IN CONTROL/SEVERANCE
AGREEMENT
THIS FIRST AMENDMENT (the
“First Amendment”) to the Amended and Restated Change
in Control/Severance Agreement is executed by and between Equity
Residential (the “Company”) and
(the “Executive”) as of February 23, 2009.
Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Agreement.
RECITALS
WHEREAS, the Company and the
Executive entered into an Amended and Restated Change in
Control/Severance Agreement dated as of November 15, 2001
(“Agreement”).
WHEREAS, the Agreement provides for
the payment of benefits to the Executive upon the Executive’s
termination of employment in certain circumstances following either
a Change in Control of the Company or within three (3) years
following the hiring of a new Chief Executive Officer.
WHEREAS, the parties desire to amend
the Agreement to delete the provisions th
