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ENTERTAINMENT PROPERTIES
TRUST
2007 EQUITY INCENTIVE PLAN
Restricted Share Unit
Agreement
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Date
of Grant:
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, 2009
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Number
of Restricted Share Units Granted:
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(
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This
Agreement dated
, 2009, is made by and between Entertainment Properties Trust, a
Maryland real estate investment trust (the “Company”),
and
(“Participant”).
A. Effective
May 9, 2007, the Company’s shareholders approved the
Entertainment Properties Trust 2007 Equity Incentive Plan (the
“Plan”) pursuant to which the Company may, from time to
time, grant Restricted Share Units to eligible non-Employee
trustees of the Company.
B. Participant
is a non-Employee trustee of the Company and the Company desires to
encourage him to own equity in the Company and to give him added
incentive to advance the interests of the Company, and desires to
grant Participant Restricted Share Units of the Company under the
terms and conditions established by the Committee.
In
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1.
Incorporation of Plan . All provisions of this Agreement and
the rights of Participant hereunder are subject in all respects to
the provisions of the Plan and the powers of the Committee therein
provided. Capitalized terms used in this Agreement but not defined
shall have the meaning set forth in the Plan.
2.
Grant of RSUs . Subject to the conditions and restrictions
set forth in this Agreement and in the Plan, the Company hereby
grants and awards to Participant and credits to a separate account
maintained on the books of the Company (the “Account”)
that number of RSUs identified above opposite the heading
“Number of Restricted Share Units Granted” (the
“RSUs”). On any date, the value of each RSU shall be
equal to the Fair Market Value of a common share of beneficial
ownership of the Company (a “Share”). All amounts
credited to Participant’s Account under this Agreement shall
continue for all purposes to be a part of the general assets of the
Company. Participant’s interest in the Account shall make
Participant only a general, unsecured creditor of the Company. The
rights of Participant with respect to the RSUs shall remain
forfeitable at all times prior to the date on which such
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