Exhibit 99.2
Equity LifeStyle Properties, Inc. Long Term Cash Incentive
Plan
2007 Award Agreement
THIS 2007 AWARD AGREEMENT
(the “ Agreement ”), effective as of
May 15, 2007 (the “ Grant Date ”), between
Equity LifeStyle Properties, Inc., a Maryland corporation (the
“ Company ”), and __________________ (the
“ Participant ”).
WITNESSETH:
WHEREAS , the Company
maintains the Equity LifeStyle Properties, Inc. Long Term Cash
Incentive Plan (the “ Plan ”);
WHEREAS , the Participant is
an Employee of the Company;
WHEREAS , the Company wishes
to provide the Participant the opportunity to earn a cash bonus
based on the Company’s success in increasing the
Company’s Funds From Operations (“ FFO ”)
per share growth and Total Return (hereinafter defined) for the
fiscal years 2007 through 2009 (the “ Performance
Period ”), subject to the conditions set forth in this
Agreement and in Exhibit A attached to this Agreement; and
WHEREAS, the Plan is hereby
incorporated herein by reference as though set forth in full, and
unless the context requires otherwise, all capitalized terms not
defined in this Agreement shall have the meanings given such terms
in the Plan.
NOW, THEREFORE , in
consideration of the various covenants and agreements herein
contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Eligibility, Grant and
Vesting of Target Award
(a) The Participant shall be
eligible to participate in the Plan on the terms and subject to the
conditions contained herein and in the Plan.
(b) The Participant’s
Target Award shall be equal to the applicable Eligible Payment set
forth on Exhibit A (the “ Target Award ”).
Subject to the terms of Section 1(c), the Target Award shall
be earned in full by the Participant so long as the Participant
remains a full-time Employee of the Company from the date hereof
until January 1, 2010.
(c) The right to receive a
Target Award is subject to the Company meeting the Company
performance criteria set forth on Exhibit A (“
Performance Criteria ”) (the requirements set forth in
Sections 1(b) and Section 1(c) are collectively referred to as the
“Vesting Conditions”).
(d) Subject to Section 5,
and subject to satisfaction of the Vesting Conditions, the Target
Award shall be paid in cash to the Participant promptly following
completion of the Company’s annual audit for the 2009 fiscal
year, which is expected to be completed on or before March 1,
2010.
(e) The Participant agrees not
to take any actions that would serve to increase artificially or
inappropriately the Company’s FFO in fiscal years 2007
through 2009. The Participant further agrees to notify the Board
through the Company’s AlertLine, as provided in the
Company’s Business Ethics and Conduct Policy, of any actions
taken by other Company employees that, in the judgment of the
Participant, may constitute such an artificial or inappropriate
shifting or manipulation of FFO.
2.
Forfeiture or Proration of Target Award
Change in Control . So long
as (i) the Committee in its sole discretion, with input from
the Company’s Chief Executive Officer determines that the
Company’s performance through the Change in Control
(hereinafter defined) is sufficient to justify the payment to a
Participant of a portion of the Target Award, and (ii) the
Participant is employed by the Company immediately prior to the
closing of the transaction that results in a Change of Control,
then immediately prior to such closing the Participant shall be
entitled to receive a cash award equal to the product of (A) the
Target Award, multiplied by (B) a fraction, the numerator of
which is the number of days the Participant was continuously
employed with the Company from January 1, 2007 through the
date immediately prior to the closing date of the transaction that
results in a Change of Control, and the denominator of which is
1,095 days. This Agreement shall terminate and the Participant
shall have no further rights hereunder upon (i) the payment of
any cash award to Participant under this Section 2, or
(ii) if no such payment is made under this Section 2,
upon the closing of the transaction that results in a Change in
Control.
3.
Definitions
“ Change in Control
” means (i) the dissolution or liquidation of the
Company; or (ii) (A) a merger, consolidation or reorganization
of the Company with one or more other corporations or entities in
which the Company is not the surviving corporation, (B) a sale
of substantially all of the assets of the Company to another
corporation, person or entity, or (C) any transaction
(including, without limitation, a merger or reorganization in which
the Company is the surviving corporation) approved by the Board,
that upon the closing or completion of any transaction referred to
in (A), (B), or (C) results in any person or entity (other
than persons who are holders of stock of the Company immediately
prior to such tra
