Exhibit 10.17
SECOND AMENDMENT TO EQUITY
RESIDENTIAL 2002 SHARE INCENTIVE PLAN
THIS SECOND AMENDMENT (the
“Second Amendment”) to EQUITY RESIDENTIAL 2002 SHARE
INCENTIVE PLAN (“Plan”) is executed as of the 10
th day of June 2003.
RECITALS
WHEREAS, the Board of Trustees of
Equity Residential (the “Company”) adopted the 2002
Share Incentive Plan (“Plan”) on February 21, 2002,
which was approved by the shareholders of the Company at the 2002
annual meeting.
WHEREAS, the Company entered into a
First Amendment to the Plan dated as of February 7,
2003.
WHEREAS, the Board of Trustees have
adopted a resolution to amend the terms of all outstanding Trustee
Share Awards and Options as well as the annual grants of Trustee
Share Awards and Options to be made after the date of this Second
Amendment.
WHEREAS, each member of the Board of
Trustees to be affected by this Second Amendment has agreed to the
terms hereof.
WHEREAS, the Company desires to
further amend the Plan pursuant to this Second
Amendment.
NOW THEREFORE, the Plan is further
amended as follows:
AMENDMENTS
1.
Section 3 (b) of the Plan is hereby
deleted in its entirely and the following Section 3 (b) is
substituted therefor:
(b) Board of Trustees . Each member of the Board of Trustees
(excluding the Chairman of the Board and the employee
trustees) will receive an annual award (relating to the
Trustee’s term as Trustee for the one-year period following
the subsequent shareholders’ meeting at which trustees are
elected) of Share Awards and Options equal to $50,000 in value on
the same day as the annual grant of Share Awards and Options to the
Company’s executive officers. The annual $50,000 award
will be allocated between Options (valued by using the same
valuation criteria utilized by the Committee in its employee option
grants made as of the same date) and Share Awards (valued at the
closing price of the Company’s common shares on the
dat
