This excerpt taken from the EQR 8-K filed Mar 18, 2009.
Amendment and Restatement of Agreement of Limited Partnership
On March 12, 2009, Equity Residential (the Company), in its capacity as the sole general partner of ERP Operating Limited Partnership (the Partnership), after having received the required approval of the limited partners of the Partnership (Limited Partner Approval) pursuant to its Consent Solicitation dated February 6, 2009 (as filed with the Securities and Exchange Commission), entered into the Sixth Amended and Restated ERP Operating Limited Partnership Agreement of Limited Partnership (the Restated Partnership Agreement). The Restated Partnership Agreement was amended primarily to add provisions authorizing the Partnership to issue, under the Companys long-term incentive compensation plan, a class of partnership interests, known as long-term incentive plan units or LTIP Units, to officers of the Company as an alternative to the Companys restricted shares. LTIP Units are a class of units that under certain conditions, including vesting, are convertible by the holder into an equal number of operating partnership units (OP Units) of the Partnership, which are redeemable by the holder for Company common shares on a one-for-one basis or the cash value of such shares, at the Companys option.
In December 2008, the Companys 2002 Share Incentive Plan was amended to specifically allow for the issuance of LTIP Units. The Company was advised by the New York Stock Exchange (NYSE) that no shareholder approval of the share incentive plan amendment was required under the rules of the NYSE. In connection with the February 2009 grant of long-term incentive compensation for services provided during 2008, the Company offered its officers a choice, on a one-for-one basis, between restricted shares and LTIP Units, conditioned upon the receipt of the Limited Partner Approval.
The principal amendments made pursuant to the Restated Partnership Agreement include:
The foregoing summary is qualified in its entirety by reference to the copy of the Restated Partnership Agreement attached hereto as Exhibit 10.1, and incorporated herein by reference, and to the February 6, 2009 Consent Solicitation.