Exhibit 10.24


 


EXECUTIVE RETIREMENT BENEFITS AGREEMENT


 


This
EXECUTIVE RETIREMENT BENEFITS AGREEMENT (“Agreement”) is entered into by and
between Equity Residential Properties Trust, a Maryland real estate investment
trust (“Trust”) and                       
(“Executive”).


 


WITNESSETH


 


WHEREAS,
in recognition of the contributions made to Trust by Executive during his or
her period of service as an executive officer of Trust; and


 


WHEREAS,
Trust and Executive desire to enter into this Agreement to provide for the
extension of health benefits and life insurance benefits to Executive upon
Executive’s retirement from Trust, and Executive is willing to enter into this
Agreement on the terms and conditions hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the mutual promises and considerations contained
herein and for other good and valuable consideration, the payment and adequacy
of which is hereby acknowledged, the parties agree as follows:


 


1.                                       Term of Agreement. This Agreement
shall commence as of the date hereof and shall continue in effect until the
date Executive’s employment is terminated; provided, however if Executive’s
employment is terminated by reason of (i) Executive’s retirement from
Trust after reaching the age of 62 or older, or (ii) a Change in Control,
after Executive’s reaching age 62 or older, the term shall continue in effect
until all benefits have been made or provided to Executive hereunder.


 


2.                                       Definitions. For purposes of this
Agreement, the following terms shall have the meanings set forth below:


 


(a)                                  Change in Control. “Change in
Control” shall mean any of the events described in the Change in Control
Agreement, as may be amended from time to time, entered into by and
between Executive and Trust.


 


(b)                                 Health Benefits. “Health benefits”
shall mean the medical, dental and vision benefits provided (i) to
Executive, the Executive’s spouse, and eligible dependents immediately prior to
Executive’s retirement or (ii) to other similarly situated executives in
the employ of Trust.


 

















 


(c)                                  Life Insurance Benefits. “Life
insurance benefits” shall mean the basic life and accidental death and
dismemberment benefits provided (i) to Executive immediately prior to
Executive’s retirement or (ii) to other similarly situated executives in
the employ of Trust.


 


3.                                       Continuation of Benefits. If,
during the term of this Agreement, after reaching the age of 62 or older (i) Executive
retires from Trust or (ii)  Executive’s employment with Trust’s affiliate
is terminated following a Change in Control, Executive shall be entitled to
continuation of health benefits and life insurance benefits commencing on the
day immediately following the date of Executive’s retirement or termination, as
the case may be, and continuing until the date of the death of Executive (the
“Continuation Period”); provided, however, during the Continuation Period
Executive and Trust will share responsibility for the payment of premiums
required to maintain health benefits at the same rate for the coverage elected
by Executive as would be payable by any regular active employee for the same
coverage, from time to time throughout the Continuation Period. The death of
Executive will be a COBRA qualifying event.


 


4.                                       Assignment. Trust may not
assign this Agreement, or any rights, duties or obligations hereunder, except
that Trust’s rights, duties, and obligations shall be binding obligations of
any successor of Trust. No interest of Executive (or Executive’s spouse or
eligible dependents) nor any right to receive any benefit hereunder shall be subject
to sale, transfer, assignment, pledge, attachment or garnishment or otherwise
be assigned or encumbered. No such interest or right shall be taken,
voluntarily or involuntarily, for the satisfaction of the obligations or debts,
of, or other claims against, Executive (or Executive’s spouse or eligible
dependents), including claims for alimony, Child support, separate maintenance
and claims in bankruptcy.


 


5.                                       Source of Payment. The rights
created under this Agreement are unfunded promises to provide benefits
described herein in the event of the termination of Executive’s employment
under the circumstances described in Paragraph 1. Trust or the successor of
Trust shall not segregate assets for purposes of payment for any benefits due
hereunder, nor shall any provision contained herein be interpreted to require
the Trust or the successor of Trust to segregate assets for purposes of
providing payment of any benefit hereunder. Neither Executive, Executive’s
spouse, or any eligible dependent shall have any interest in or right against
any specific assets of Trust or the successor of Trust, and any rights shall be
limited to those of a general unsecured creditor.


 

















 


6.               Miscellaneous. 


 


(a)                                  Entire Agreement; Amendment. This
Agreement contains the entire Agreement and understanding between Trust and
Executive and supersedes all other agreements, written or oral, relating to the
subject matter contained herein. Any amendment or modification of the terms of
this Agreement must be in writing and signed by the Trust or the successor of
Trust and Executive to have any binding effect upon the parties.


 


(b)                                 Applicable Law. Except to the extent
preempted by federal law, this Agreement is governed by, and shall be construed
and interpreted in accordance with the substantive laws of the State of
Illinois, not including the choice of law provisions thereof.


 


(c)                                  No Employment Rights. Nothing
contained herein shall be construed to confer upon Executive any right to
continue in the employment of Trust’s affiliate, Equity Residential Properties
Management Corp. (“Equity”) or a successor of Trust or Equity, or to limit the
right of Trust, Equity or a successor of Trust or Equity to terminate Executive’s
employment at any time, with or without cause.


 


(d)                                 Notices. Notices under this
Agreement shall be in writing and sent by registered mail, return receipt
requested, to the following addresses or to such other address that may be
furnished in writing to the other party. If to Executive, notices shall be sent
to Executive’s address on file in Trust’s Human Resources Department. If to
Trust or the successor of Trust:


 


Two
North Riverside Plaza

Suite 400

Chicago, IL 60606

Attention:  General Counsel


 


Notices
sent as described above shall be deemed received three business days after
being so sent.


 


(e)                                  Severability. If any provision
contained herein shall be found invalid and unenforceable, the remaining
provisions of this Agreement shall remain in full force and effect.


 

















 


(f)                                    Successors. This Agreement  shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, representatives, and
successors.


 


(g)                                 Headings. The headings and
subheadings contained in this Agreement are provided solely for convenience of
reference and shall not be construed or interpreted in any way as affecting the
meaning of any provision of this Agreement.


 


IN
WITNESS WHEREOF, Executive and Trust have executed this
Agreement effective this       day of          ,
200  .


 


 


	
   

  	
  EQUITY RESIDENTIAL PROPERTIES

  
	
   

  	
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE