This excerpt taken from the EQR 10-K filed Mar 14, 2005.
SHARES SUBJECT TO GRANT
2.1. Description of Units. For purposes of this Grant, a Unit shall consist of the measurement of the number of common shares of beneficial interest (Shares) that will be issued by the Trust to the Participant upon the satisfaction of the criteria in this Grant. Except as otherwise specifically provided herein, the Participant shall have no property or ownership interest with respect to a Unit and, accordingly, a Unit may not be assigned or transferred to any person other than to the estate of a Participant upon his or her death.
2.2. Restrictions on Shares. Shares issued in conjunction with this Award shall be subject to the terms and conditions specified herein and to such other terms, conditions and restrictions as may be required under the terms of the Plan and applicable law. The Trust shall not be required to issue or deliver any certificates for Shares or Units, cash or other property prior to the satisfaction of the performance criteria associated with the Award and any applicable income tax withholding obligation. The Trust may cause any certificate for any Shares to be delivered to be properly marked with a legend or other notation reflecting the limitations on transfer of such Shares as provided in this Grant, applicable securities law or as the Committee may otherwise require. The Committee may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in
(1) For purposes of this Grant, any capitalized terms which are undefined in this Grant shall have the meaning given to such term under the provisions of the Equity Residential 2002 Share Incentive Plan, of which this Grant shall be considered a part.
compliance with applicable law or otherwise. Fractional Shares shall not be delivered, but shall be rounded to the next highest whole number of Shares with appropriate payment for such fractional Shares as shall reasonably be determined by the Committee.
2.3. Shareholder Rights. No person shall have any rights of a shareholder as to Shares or Units subject to a Award until, after proper conversion of the Units relating to the Award or other action required, such Shares shall have been recorded on the Trusts official shareholder records as having been issued or transferred. Upon conversion of the Units relating to the Award (or any portion thereof) and the satisfaction of the requirements for issuance of the Shares to the Participant, the Trust will have ten (10) days in which to issue the Shares, and the Participant will not be treated as a shareholder for any purpose whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Shares are recorded as issued or transferred in the Trusts official shareholder records, except as provided herein or any subsequent written agreement.