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Exhibit 10.15
EXECUTIVE COMPENSATION AGREEMENT
THIS EXECUTIVE COMPENSATION AGREEMENT ("this Agreement") is entered
into this 18th day of October 2001, by and between Samuel Zell ("Executive") and
Equity Residential Properties Trust ("Company"), a Maryland real estate
investment trust.
RECITALS
WHEREAS, Executive has served as Chairman of Company's Board of
Trustees since 1993; and
WHEREAS, in recognition of the extraordinary services previously
rendered by Executive and to give Executive incentive to continue rendering such
services, Company wishes to enter into this Agreement; and
WHEREAS, Executive also wishes to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the payment and
adequacy of which is hereby acknowledged, the parties agree as follows:
I. EXECUTIVE'S COMPENSATION
Executive's compensation for each full calendar year that this
Agreement is in effect shall be as follows:
A. In each of the months of January 2002, January 2003,
and January 2004, Company shall grant Executive
Company share options having a value of $1,625,000
("the Share Options Grant") for services rendered
during the calendar year preceding the date of grant.
The number of options in each Share Options Grant
will be determined using the same value per option
that Company's Compensation Committee uses at that
time to determine annual share option grants to the
Company's employees. For example, if Company's
Compensation Committee values one Share Option at 20%
of the Company common stock price on the day of
grant, and if the price of one Company common share
is $55.00 as of said day, the value of one Share
Option is $11.00 ($55.00 x 20%). In such a case,
Executive would receive a grant of 147,727 Share
Options ($1,625,000 / $11.00). Each Share Options
Grant will vest over a three year period, with
one-third of each grant vesting on each of the first,
second, and third anniversary dates of said grant,
subject to Executive's continuous service as
Company's Chairman of the Board of Trustees on each
vesting date, unless such grant is otherwise vested
pursuant to the terms and conditions of Company's
Share Option and Share Award Plan, as amended, or any
successor plan thereto (the "Plan").
B. In each of the months of January 2002, January 2003,
and January 2004, Company shall grant Executive
restricted common shares of Company Stock having a
market value of $1,625,000, based on the closing
price of
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Company's common stock on the date of the grant ("the
Restricted Shares Grant") for services rendered
during the calendar year preceding the date of grant.
For example, assuming the price of one Company common
share on the date of grant is $55.00, Executive would
receive 29,545 Restricted Shares ($1,625,000 /
$55.00). Each Restricted Shares Grant will vest in
full on the third anniversary date of said grant,
subject to Executive's continuous service as
Company's Chairman of the Board of Trustees on said
vesting date, unless such grant is otherwise vested
pursuant to the terms and conditions of the Plan.
C. Notwithstanding the above, and in his sole
discretion, Executive may elect by written notice to
Company within 30 days after the date on which he
receives written notice from Company of any Share
Options Grant to take all or any part of the dollar
amount of his Restricted Shares Grant for that year
(thus reducing the amount of the Restricted Shares
Grant) in the form of an additional Share Options
Grant. For example, if Executive elected to take
$625,000 of the $1,625,000 as an additional Share
Options Grant, Executive would receive 56,818
additional Share Options ($625,000 / $11.00).
D.
(i) Each Share Options Grant and Restricted
Shares Grant shall be subject to the terms and conditions of the Plan,
including but not limited to, the vesting conditions of the Plan. Any
capitalized words used herein and not defined shall have the meaning
ascribed to them in the Plan.
(ii) Notwithstanding paragraph 6(f) of the Plan,
the termination of Executive's trusteeship shall be deemed the
equivalent of an employee's termination of employment under the Plan
for purposes of the lapse of restrictions on Restricted Shares and the
accelerated vesting of Share Options.
(iii) Pursuant to the Company's Compensation
Committee's authority under the Plan to establish guidelines for
determining whether a grantee's service has terminated for "good
cause," the Company agrees, with the Executive's approval thereof, that
for purposes of this Agreement, "good cause" under the Plan shall have
the same definition as the word "Cause" in the Retirement Benefits
Agreement of even date herewith entered into by the Company and the
Executive.
(iv) The Company agrees that any decisions under
the Plan relating to this Agreement shall be made by the Committee and
not by the Plan Administrator or the Company's General Counsel.
(v) The Company represents to Executive that
there shall always be sufficient Shares under the Plan available for
issuance to cover the potential awards to Executive, and that prior to
January 1, 2004, it shall enact a successor stock option and share
award plan to ensure the granting of the awards to Executive required
after May 21, 2003 (the last date awards can be made under the 1993
Plan). Any such successor stock option and share award plan shall be,
insofar as it affects Executive, be substantially equivalent to the
existing Plan and not inconsistent with any provision of this
Agreement. The
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Company further represents to Executive that in the unlikely event the
Plan is terminated, it shall be required to provide Executive with
substantially equivalent substitute awards.
E. The parties agree that Executive is not and shall not
be deemed an employee of Company and that, Company
will not make any withholdings or deductions from any
taxable income realized in connection with the Share
Options or Restricted Shares and will issue, if
required by law, to Executive each year a standard
Internal Revenue Service Form 1099.
II. TERM AND COMPENSATION UPON TERMINATION
A. This Agreement shall become effective on January 1,
2001 and shall continue in effect until the earlier
to occur of (i) the death of Executive; (ii)
Executive's resignation or removal as Chairman of the
Board of Trustees of Company; or (iii) the issuance
of the Share Options Grant and Restricted Shares
Grant in January 2004.
B. Should this Agreement terminate for any reason prior
to the end of any calendar year during the term
hereof, other than for "Cause" (as such word is
defined in the Retirement Benefits Agreement of even
date herewith entered into by Company and Executive),
Executive shall receive as his sole compensation for
the calendar year in which this Agreement terminates
a prorated Share Options Grant and a prorated
Restricted Shares Grant, equal to the full dollar
amount of each such Grant for said calendar year,
multiplied by a fraction, the numerator of which is
the number of days in said calendar year that this
Agreement was in effect before it terminated, and the
denominator of which is 365; provided, however, that
any such prorated Share Options Grant or Restricted
Shares Grant shall be subject to the vesting terms
and conditions described above in this Agreement and
in the Plan (i.e., said Grants would be fully vested
upon their grant unless Executive resigned without
good reason prior to age 62 or was removed for
Cause).
III. EXECUTIVE'S DUTIES
Executive shall perform such duties as are consistent with the
office of Chairman of the Board of Trustees and consistent
with the services historically performed by Executive.
IV. EXPENSES
Executive shall be personally responsible for his office rent
and office related expenses and all business related expenses
which would otherwise be customarily reimbursed as travel and
entertainment expenses incurred in connection with Company
business and/or his responsibilities as Chairman of the Board
of Trustees and will not be reimbursed by Company for any such
expenses.
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V. ARBITRATION
Any controversy or claim arising out of, or relating to this
Agreement, or the breach thereof, shall be settled by
arbitration in Chicago, Illinois in accordance with the rules
of the American Arbitration Association, and judgment upon any
award so rendered may be entered in any court having
jurisdiction thereof.
VI. NOTICES
Any notice or other communication required or permitted to be
transmitted under this Agreement shall be in writing, and
personally delivered or mailed, return receipt requested,
postage prepaid, addressed to the parties hereto at their
addresses following their signatures below, or at such other
addresses as may be hereafter designated by a party by notice
delivered in accordance herewith. Any notice delivered
personally shall be effective on the date of delivery and any
notice mailed, as aforesaid, shall be effective on the second
day following posting.
VII. WAIVER OF BREACH
The waiver by one party of a breach of any provision of this
Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by the one party.
VIII. ASSIGNMENT
The rights and obligations of Company and Executive under this
Agreement shall inure to the benefit of, and shall be binding
upon, Company and its successors and assigns and Executive and
his heirs and personal representatives.
IX. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof. It may not
be changed orally but only by agreement in writing signed by
the party against whom enforcement of any waiver, change,
modification or discharge is sought.
X. GOVERNING LAW AND SEVERABILITY
This Agreement shall be construed and enforced, and all
questions concerning compliance by any person with its terms
shall be determined under the laws of the State of Illinois.
All provisions of this Agreement are severable and this
Agreement shall be interpreted and enforced as if all
completely invalid or unenforceable provisions were not
contained herein, and partially valid and enforceable
provisions shall be enforced to the extent valid and
enforceable.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
ERPT:
EQUITY RESIDENTIAL PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Douglas Crocker II
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Douglas Crocker II, President & CEO
Address:
Two North Riverside Plaza
Chicago, Illinois 60606
EXECUTIVE:
/s/ Samuel Zell
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SAMUEL ZELL
Address:
Two North Riverside Plaza
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