Exhibit
10.21
FIFTH AMENDMENT
TO EQUITY RESIDENTIAL
1993
SHARE OPTION AND SHARE AWARD PLAN
THIS FIFTH
AMENDMENT (the “Fifth Amendment”) to the EQUITY
RESIDENTIAL 1993 SHARE OPTION AND SHARE AWARD PLAN
(“Plan”) is executed as of the 10th day of December,
2008. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed thereto in the Plan.
RECITALS
WHEREAS, the
Board of Trustees of Equity Residential (the “Company”)
adopted the Plan on May 21, 1993.
WHEREAS, the
Company amended and restated the Plan effective as of
February 21, 2002.
WHEREAS, the
Company entered into a First Amendment to the Plan dated as of
June 10, 2003, a Second Amendment to the Plan dated as of
October 1, 2006, a Third Amendment to the Plan dated as of
March 15, 2007 and a Fourth Amendment to the Plan dated as of
November 4, 2008.
WHEREAS, the
Company desires to amend the Plan to allow the Company to make
appropriate adjustments to outstanding awards under the Plan in the
event of the any special distribution of assets to shareholders
other than a normal cash dividend, so that the value of each such
award after the dividend shall remain the same as before the
dividend.
NOW THEREFORE,
the Plan is amended as follows:
1.
Adjustments . Paragraph 13 of the Plan is deleted
in its entirety and the following is substituted
therefor:
“Subject
to the following provisions of this paragraph, in the event of any
change in the outstanding Shares by reason of any share dividend,
split, recapitalization, merger, consolidation, combination,
exchange of shares or other similar corporate change, or in the
event of any distribution or dividend to common shareholders other
than a regular cash dividend, the Committee shall make such
proportionate or equitable adjustments, if any, as it deems to be
appropriate, to the aggregate number and kind of Shares reserved
for issuance under the Plan or subject to Share Awards, Options,
SARs or Dividend Equivalents outstanding or
