Exhibit 10.1
THIRD AMENDMENT TO EQUITY RESIDENTIAL
1993 SHARE OPTION AND SHARE AWARD PLAN
THIS THIRD
AMENDMENT (the “Third Amendment”) to EQUITY RESIDENTIAL
1993 SHARE OPTION AND SHARE AWARD PLAN is executed as of the 15th
day of March, 2007.
RECITALS
WHEREAS, the Board
of Trustees of Equity Residential (the “Company”)
adopted the 1993 Share Option and Share Award Plan on May 21,
1993.
WHEREAS, the
Company amended and restated the 1993 Share Option and Share Award
Plan effective as of February 21, 2002 (as amended and restated,
the “Plan”).
WHEREAS, the
Company entered into a First Amendment to the Plan dated as of June
10, 2003 and the Second Amendment to the Plan dated as of October
1, 2006.
WHEREAS, the
Company desires to further amend the Plan pursuant to this Third
Amendment to change the retirement age for non-employee Trustees
from 70 to 72.
NOW
THEREFORE, the Plan is further amended as follows:
1.
Share Awards . Section 5 (a) (iii) (C) is hereby
deleted in its entirety and the following section is substituted
therefor:
(C)
with respec
