exv10w1



 



     Exhibit 10.1


First Amendment to the Equity Office Properties Trust

1997 Share Option and Share Award Plan

(As Amended and Restated Effective September 1, 2003)








     WHEREAS, Equity Office Properties Trust (the “Company”) has adopted the
Equity Office Properties Trust 1997 Share Option and Share Award Plan (As
Amended and Restated Effective September 1, 2003) (the “Plan”), and has
reserved the right to amend the Plan; and


     WHEREAS, the Company desires to amend the Plan to change the definition of
“Fair Market Value” for certain purposes under the Plan and to provide that the
Plan shall expire on June 30, 2007;


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


1. The last sentence of paragraph 6(d)(vi) is amended to read as follows:


For purposes of this paragraph, please reference the
definition of “Fair Market Value” provided in
paragraph 9.


2. The last sentence of paragraph 9 is deleted and the
following is added at the end of such paragraph:


Solely for the purposes of this paragraph 9 and
paragraph 6(d)(vi), 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 paragraph 9, 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 9) of a Share on the exercise date over the
exercise price.


For the purpose of the Company’s determining the
income and appropriate withholding under this
paragraph 9, 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 9) of a Share on of the exercise date.


For the purpose of the Company’s determining the
income and appropriate withholding under this
paragraph 9,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 New York
Stock Exchange on the first trading day immediately
preceding the determination date, which is the Fair
Market Value of a Share as defined in paragraph 6(b).


3. Paragraph 15 is amended to provide as follows:


“This amended and restated Plan is effective September
1, 2003. Unless terminated earlier pursuant to
paragraph 16, the Plan shall expire on June 30, 2007,
and no Share Award, Option, SAR or Dividend Equivalent
may be granted after such date, or such earlier date
on which the Plan is terminated pursuant to paragraph
16. The expiration of the Plan shall not affect any
Share Award, Option, SAR or Dividend Equivalent
granted prior to the expiration of the Plan.”


     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