exv10w2



 



     Exhibit 10.2


First Amendment to the Equity Office Properties Trust

2003 Share Option and Share Incentive Plan








     WHEREAS, Equity Office Properties Trust (the “Company”) has adopted the
Equity Office Properties Trust 2003 Share Option and Share Incentive Plan (the
“Plan”), and has reserved the right to amend the Plan; and


     WHEREAS, the Compensation and Option Committee of the Board of Trustees of
the Company (the “COC”) is authorized to amend the Plan, and the COC has
approved and adopted this amendment;


     NOW THEREFORE, the Company amends the Plan, effective September 20, 2003,
in the following respects:


     1. The definition of “Fair Market Value” in Section 2.17 is amended to
provide as follows:


“Fair Market Value” means, except as provided in
Section 19.3 hereof, the value of a Share,
determined as follows: if on the Grant Date or
other determination date the Shares are listed on an
established national or regional stock exchange, are
admitted to quotation on The Nasdaq Stock Market,
Inc. or are publicly traded on an established
securities market, the Fair Market Value of a Share
shall be the closing price of the Share on such
exchange or in such market (if there is more than
one such exchange or market, the Committee shall
determine the appropriate exchange or market) on the
first trading day immediately preceding the Grant
Date or such other determination date (or if there
is no such reported closing price, the Fair Market
Value shall be the mean between the highest bid and
lowest asked prices or between the high and low sale
prices on such trading day) or, if no closing price
(or highest bid and lowest asked prices or high and
low sale prices) is reported for such trading day,
on the next preceding day on which any sale shall
have been reported. If the Shares are not listed on
such an exchange, quoted on such system or traded on
such a market, Fair Market Value shall be the value
of the Shares as determined by the Committee in good
faith.”


     2. Section 19.3 is amended by the addition of the following sentences at
the end thereof:


“Solely for the purposes of this Section 19.3, if on
the date the amount of tax to be withheld is to be
determined the Shares are listed on an established
national or regional stock exchange, are admitted to
quotation on The Nasdaq Stock Market, Inc. or are
publicly traded on an established securities market,
the Fair Market Value of a Share shall be the mean
between the high and low sale prices of the Share on
such exchange or in such market (if there is more
than one such exchange or market, the Committee
shall determine the appropriate exchange or market)


 







 


on the first trading day immediately preceding the
determination date or, if there are no such reported
sale prices on such trading day, on the next
preceding day on which any sale shall have been
reported.


In addition, for the purpose of the Company’s
determining the income and appropriate withholding
under this Section 19.3, the amount of income
recognized in connection with an Option exercise
shall be based on (i) in the case of a cashless
Option exercise, the actual proceeds of the
exercise, (ii) in the case of pre-arranged
transactions by which an Option is exercised and the
purchased Shares are sold on the date of exercise,
the sale price for such Shares, and (iii) for all
other Option exercise methods, the excess of the
Fair Market Value (as defined under this Section
19.3) of a Share on the first trading day preceding
the exercise date over the exercise price.


For the purpose of the Company’s determining the
income and appropriate withholding under this
Section 19.3, the amount of income recognized in
connection with the exercise of a SAR shall be based
on the Fair Market Value (as defined under this
Section 19.3) of a Share on the exercise date.


For the purpose of the Company’s determining the
income and appropriate withholding under this
Section 19.3, the amount of income recognized in
connection with the vesting of a Share Award shall
be based on the closing price of a Share on the
first trading day immediately preceding the
determination date, which is the Fair Market Value
of a Share as defined in Section 2.17.


     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized
officer of the Company, this 20th day of September, 2003.



	 	 	 	 	 
	 	 	EQUITY OFFICE PROPERTIES TRUST
	 	 	 	 	 
	 	 	
By:
	 	/s/ Stanley M. Stevens
	 	 	 	 	

	 	 	
Name:

Title:
	 	Stanley M. Stevens

Executive Vice President, Chief Legal
	 	 	 	 	Counsel and Secretary