Exhibit 10.22


 


FIRST AMENDMENT TO


AMENDED AND RESTATED COMPENSATION AGREEMENT


 


THIS FIRST AMENDMENT TO AMENDED AND RESTATED
COMPENSATION AGREEMENT (“Agreement”) is entered into
this 3rd day of February, 2005 by and between Samuel Zell (“Chairman”)
and Equity Residential (“Company”), a Maryland real estate investment trust.


 


RECITALS


 


WHEREAS, the
Chairman has served as Chairman of the Company’s Board of Trustees since 1993;


 


WHEREAS, in
recognition of the extraordinary services previously rendered by Chairman and
to give Chairman incentive to continue rendering such services, the Company and
the Chairman entered into an Amended and Restated Compensation Agreement dated
March 5, 2003 (the “2003 Agreement”); and


 


WHEREAS,
the Company and the Chairman desire to amend the 2003 Agreement to provide for
an extension of the 2003 Agreement for a two-year period.


 


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 to amend the 2003 Agreement as follows:


 


1.             Chairman’s Compensation.  There is hereby
added to Paragraph A of Section
I of the 2003 Agreement, the following:


 


A.    In each of
the months of February 2005 and February 2006, for services rendered during the
calendar year preceding the date of grant, the Company shall grant Chairman
share options in the Company (the “Share Options Grant”) and restricted common
shares of Company stock (the “Restricted Shares Grant”) having a combined total
dollar value of $3,250,000.  The February
2005 grant, in the amount of $3,250,000, shall be allocated 25% to the Share
Options Grant and 75% to the Restricted Shares Grant.


 


The February 2006 grant
of $3,250,000 shall be allocated between the Share Options Grant and Restricted
Shares Grant in the same ratio as approved by the Company’s Board of Trustees
for the annual long-term incentive grants to the
Company’s executive officers; provided, however, if the Chief Executive Officer
and the other executive officers do not all receive the same relative
allocation of Share Options Grant and Restricted Shares Grant, Chairman’s
relative allocation shall be the same as that of the Chief Executive Officer.


 


2.             Company’s Plan.    The Company represents to Chairman that it
has adopted a successor Plan, the 2002 Share Incentive Plan, and that there
shall always be sufficient Shares under such Plan available for issuance to
cover the potential awards to


 





















 


Chairman.  The Company further represents that such
successor Plan is, insofar as it affects Chairman, substantially equivalent to
the 1993 Plan and is not inconsistent with any provision of the 2003 Agreement,
as extended through the February 2006 grant. 
The Company further represents to Chairman that in the unlikely event
such successor Plan is terminated, the Company shall be required to provide
Chairman with substantially equivalent substitute awards.


 


3.             Term and Compensation Upon Termination.    In Section II of
the 2003 Agreement, the last line of Paragraph A is hereby amended by deleting
the date “January 2004” and substituting “February 2006” therefor.


 


4.             Reaffirmation.  Except as expressly amended and modified
under this Agreement, the terms and provisions of the 2003 Agreement are hereby
ratified and affirmed in their entirety.


 


 


[SIGNATURE PAGE FOLLOWS]


 





















 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the day and year first above
written.


 


 


	
   

  	
   

  	
  EQUITY
  RESIDENTIAL, a Maryland real estate

  investment trust

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Bruce W.
  Duncan

  	
   

  
	
   

  	
   

  	
   

  	
  Bruce W.
  Duncan, President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Two North
  Riverside Plaza

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 400

  	
   

  	
   

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHAIRMAN:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Samuel
  Zell

  	
   

  
	
   

  	
   

  	
   

  	
  SAMUEL ZELL,
  Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Two North
  Riverside Plaza

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 600

  	
   

  	
   

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606