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This excerpt taken from the EQR 10-K filed Mar 14, 2005. RESTRICTED SHARES
4.1. General. Upon the Third Anniversary, the Trust shall issue Shares to the Participant in an amount equal to the number of Units determined under Section 3.2, provided the Participant remains employed by the Trust or a Subsidiary of the Trust on such date. Fifty percent of the Shares shall vest immediately upon the Third Anniversary and 50% of the Shares shall be issued as Restricted Shares. Thereafter, 50% of the total number of Restricted Shares shall vest upon each subsequent anniversary of the Grant Date provided the Participant remains employed by the Trust or a Subsidiary of the Trust on such date (the “Restriction Period”).
4.2. Awards and Certificates. Upon conversion of the Units granted under Section 3.2, the Participant shall be issued a certificate for the number of his or her Restricted Shares. Such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Shares. The Committee may require that the certificates evidencing Restricted Shares be held in custody by the
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Trust until the restrictions thereon shall have lapsed and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a stock power, endorsed in blank, relating to the Shares covered by such Award.
4.3. Terms and Conditions. Restricted Shares shall be subject to the following terms and conditions:
(a) Limitations on Transferability. Subject to the provisions of the Plan and Section 4.3(b), during the vesting period described in Section 4.1, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber any unvested interest in the Restricted Shares.
(b) Rights. Except as provided in Section 4.3(a), the Participant shall have, with respect to the Restricted Shares, all of the rights of a shareholder of the Trust holding the class of Shares that is the subject of the Restricted Shares, including, but not limited to, the right to vote the Shares, the right to receive any dividends on the Shares or tender the Shares pursuant to a tender offer extended to all shareholders of the Trust.
(c) Acceleration. Based on service, performance by the Participant or by the Trust, including any division or department for which the Participant is employed, or such other factors or criteria as the Committee may determine, the Committee may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate the vesting of all or any part of any Award and waive the restrictions for all or any part of such Award.
(d) Forfeiture. The restrictions shall lapse and the Participant shall be fully vested in the Restricted Shares if during the Restricted Period: (i) a Change in Control of the Company occurs; or (ii) in the event of the Participant’s termination of employment with the Trust or any Subsidiary due to Death, Disability, or retirement at or after age 62. Upon a Participant’s termination of employment for any other reason during the Restriction Period (excluding a termination of employment following a Change in Control), all Restricted Shares shall be forfeited by the Participant, except the Committee shall have the sole discretion to waive in whole or in part any or all remaining restrictions with respect to any or all of the Participant’s Restricted Shares.
(e) Delivery. If and when the Restriction Period expires without a prior forfeiture of the Restricted Shares subject to such Restriction Period, unlegended certificates (except for legends relating to applicable securities laws) for such Shares shall be delivered to the Participant.
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