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These excerpts taken from the EQR 10-Q filed May 8, 2008. 4.2 Share Deferrals
(a) An individual who is an Eligible Employee and who has received (or is to receive) a Restricted Share or Share Appreciation Right or is to receive an Unrestricted Share may elect to defer (i) with respect to a Restricted Share, the ownership of the Share when it is an Unrestricted Share; (ii) with respect to an Unrestricted Share, the ownership of the Unrestricted Share; or (iii) with respect to a Share Appreciation Right, the ownership of the Shares or other proceeds of an exercise thereof. An Eligible Employee who desires to elect a Share Deferral shall complete and file an Enrollment Form with the Plan Administrator.
(b) An election pursuant to paragraph (a) must be made prior to the later of: (i) the beginning of the calendar year for which the Unrestricted Share, Restricted Share or Share Appreciation Right is granted; or (ii) within 30 days of the grant of the Restricted Share or Share Appreciation Right, if the Restricted Share or Share Appreciation Right continues to be subject to a forfeiture condition for at least one year after the date of the election. Deferrals will only be effective if the individual making the election is still an Eligible Employee or Eligible Trustee on (i) in the case of a deferral of a Restricted Share, the date such Share would become an Unrestricted Share; or (ii) in the case of a deferral of a Share Appreciation Right, the date that a Share Appreciation Right is exercised.
(c) Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not hold on behalf of a Participant any Unrestricted Share, Restricted Share or Share Appreciation Right deferred by the Participant in accordance with paragraph (a) above. Instead, the Funding Trustee shall credit to the Participant’s Account an amount equal to (i) in the case of an Unrestricted Share or Restricted Share, the number of Share Units equal to the number of
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Shares that would otherwise be received by the Participant on the award of the Unrestricted Shares or the vesting of the Restricted Shares; and (ii) in the case of a Share Appreciation Right, the excess of the fair market value of the underlying Shares over the exercise or base price thereof on the date of exercise.
4.2 Share Deferrals
(a) An individual who is an Eligible Employee and who has received (or is to receive) a Restricted Share, Share Option or Share Appreciation Right or is to receive an Unrestricted Share may elect to defer (i) with respect to a Restricted Share, the Ownership of the Share when it is an Unrestricted Share; (ii) with respect to an Unrestricted Share, the Ownership of the Unrestricted Share; or (iii) with respect to a Share Option or Share Appreciation Right, the ownership of the Shares or other proceeds of an exercise thereof. An Eligible Employee who desires to elect a Share Deferral shall complete and file an Enrollment Form with the Plan Administrator. Any dividends on such shares paid to any Participant, other than any former employee of the Employer who, as of January 1, 2005, had made an election under the terms of the Plan in effect prior to January 1, 2005 (a “Grandfathered Former Employee”), shall be credited to such Participant’s Account when received by the Funding Trustee. Any dividends payable on such shares to a Grandfathered Former Employee shall be distributed in accordance with such Grandfathered Former Employee’s election.
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(b) An election pursuant to paragraph (a) must be made (i) with respect to a Restricted Share, at least twelve months before the date it would become and Unrestricted Share; or (ii) with respect to a Share Option or Share Appreciation Right, at least 12 months prior to the date the Share Option or Share Appreciation Right is exercised, or at such time as the Plan Administrator may specify.
(c) Notwithstanding the foregoing provisions of this Section 4.2, the Funding Trustee shall not be required to hold on behalf of a Participant any Unrestricted Share, Restricted Share, Share Option or Share Appreciation Right deferred by the Participant in accordance with paragraph (a) above. Instead, the Funding Trustee shall credit to the Participant’s Account an amount equal to (i) in the case of an Unrestricted Share or Restricted Share, the fair market value thereof on the date that the Share would otherwise be received by the Participant; and (ii) in the case of a Share Option or Share Appreciation Right, the excess of the fair market value of the underlying Shares over the exercise or base price thereof on the date of exercise. The Participant may request, in accordance with Section 5.3, that the amounts credited to his or her Account following a Share Deferral be invested in shares, provided that the Funding Trustee shall have no obligation to comply with such request.
(d) Notwithstanding any revision in this Plan to the contrary, no Share Deferrals shall be made after December 31, 2004 and any Share Deferrals which have been elected on or prior to December 31, 2004 but not yet made because the Share remained a Restricted Share on December 31, 2004 shall be made under the Equity Residential Supplemental Executive Retirement Plan and all of the rights of the Participant and the Company with respect to such deferral shall be transferred to such Plan.
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