exv10w7





TABLE OF CONTENTS




									
	EXHIBIT 10.7CHANGE IN CONTROL AGREEMENT
	SIGNATURE PAGE TO
	CHANGE IN CONTROL AGREEMENT
	EX-10.7 Form of Change in Control Agreement
	EX-12.1 Computation of Ratio of Earnings
	EX-12.2 Computation of Ratio of Earnings
	EX-21 Subsidiaries
	EX-23.1 Consent of KPMG LLP
	EX-99.1 Certification of Chief Executive Officer
	EX-99.2 Certification of Chief Financial Officer








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EXHIBIT 10.7



CHANGE IN CONTROL AGREEMENT



     This Change in Control Agreement (the “Agreement”) is entered into as of
the _____ day of _____________, 2002, by and between Archstone-Smith Operating
Trust, a Maryland real estate investment trust (the “Operating Trust”),
Archstone-Smith Trust, a Maryland real estate investment trust (“ASN”)
(Operating Trust and ASN are sometimes hereinafter collectively referred to as
the “Company”) and [insert name] (the “Executive”) under the following
circumstances:


     A.     The Company wishes to assure itself of the continuity of the
Executive’s services in the event of an actual change in control of the
Company;


     B.     The Company and the Executive accordingly desire to enter into this
Agreement on the terms and conditions set forth below.


     NOW, THEREFORE, in consideration of the promises and mutual covenants set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is hereby agreed by and between
the parties as follows:


          1.     Term of Agreement. The term of this Agreement (the “Term”) shall
commence on the date hereof and shall continue through December 31, 2002;
provided, however, that on such date and on each December 31 thereafter, the
Term of this Agreement shall automatically be extended for one additional year
unless, not later than sixty (60) days prior to December 31 either party shall
have given notice that such party does not wish to extend the Term; and
provided, further, that if a Change in Control (as defined in Paragraph 3
below) shall have occurred during the original or any extended Term of this
Agreement, the Term of this Agreement shall continue for a period of
[thirty-six if Tier 1; twenty-four if Tier 2; twelve if Tier 3] calendar months
beyond the calendar month in which such Change in Control occurs.


          2.     Employment After Change in Control. If the Executive is in the employ
of the Company on the date of a Change in Control, the Company hereby agrees to
continue Executive in its employ for the period commencing on the date of the
Change in Control and ending on the last day of the Term of this Agreement (the
“Employment Period”). During the Employment Period, the Executive shall hold
such position with the Company and exercise such authority and perform such
duties as are substantially commensurate with the Executive’s position,
authority and duties immediately prior to the Change in Control. The Executive
agrees that, during the Employment Period, the Executive shall devote full
business time and attention to the Executive’s duties and perform such duties
faithfully and efficiently; provided, however, that nothing in this Agreement
shall prevent the Executive from voluntarily resigning from employment upon 30
days’ written notice to the Company under circumstances which do not constitute
a Termination (as defined in Paragraph 5 below).


          3.     Change in Control. For purposes of this Agreement, “Change in Control”
means the occurrence of any of the following:


               a.     the shareholders of ASN approve a definitive agreement to merge ASN or
the Operating Trust into or consolidate ASN or the Operating Trust with another
entity, sell or otherwise dispose of all or substantially all of the assets of
the Operating Trust, or adopt a plan of liquidation; provided that if the
merger, consolidation, sale of assets or liquidation is not consummated for any
reason, then no Change in Control shall be deemed to have occurred; and
provided further, that if the merger, consolidation, sale of assets or
liquidation is consummated, then a Change in Control shall be deemed to have
occurred as of the date of the shareholder approval of such transaction. A
Change in Control shall not be deemed to have occurred, however, by reason of a
transaction (or a substantially concurrent or otherwise related series of
transactions) (a “Transaction”) upon the completion of which [75% for
corporate/ 50% for division personnel] or more of the beneficial ownership of
the voting power of ASN, the surviving entity or entity directly or indirectly
controlling ASN or the surviving entity, as the case may be, is held by the
same persons (although not necessarily in the same proportion) as held the
“beneficial ownership” (as defined in Rule 13(d)(3) under the Exchange Act) of
the voting power of ASN immediately prior to the Transaction (except that upon
the completion thereof, employees or employee benefit plans of ASN may be a new
holder of such beneficial ownership); provided, however, that in the event that
the shareholders of ASN immediately prior to the consummation of a Transaction
beneficially own (not giving effect to any shares beneficially owned by such
persons in any party to the Transaction other than ASN) less than [75% for
corporate/ 50% for division personnel] of the voting power of ASN, the
surviving entity or entity directly or indirectly controlling ASN or the
surviving corporation, as the case may be, immediately after the consummation
of the Transaction, then a Change in Control shall be deemed to have occurred.
A transaction with an “Affiliate” of ASN (as defined in the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) shall not be treated as a Change
in Control; or,


 






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               b.     the beneficial ownership of securities representing [25% for corporate/
50% for division personnel] or more of the combined voting power of the ASN is
acquired, other than from ASN, by any “person” as defined in Sections 13(d) and
14(d) of the Exchange Act (other than by any trustee or other fiduciary holding
securities under an employee benefit plan or other similar stock plan of ASN);
or


               c.     at any time during any period of two consecutive years, individuals who
at the beginning of such period were members of the Board of Trustees of ASN
cease for any reason to constitute at least a majority thereof (unless the
election, or the nomination for election by ASN’s shareholders, of each new
Trustee was approved by a vote of at least two-thirds of the Trustees still in
office at the time of such election or nomination who were trustees at the
beginning of such period).


          4.     Compensation During the Employment Period. During the Employment
Period, the Executive shall be compensated as follows:


               a.     The Executive shall receive an annual salary which is not less than his
or her annual salary immediately prior to the Employment Period and shall be
eligible to receive an increase in annual salary which is not materially less
favorable than the greater of (i) the average percentage increases in salary
for the Company’s other executives with comparable duties and responsibilities;
and, (ii) the annual percentage increase provided to the Executive for the year
immediately prior to the Employment Period;


               b.     the Executive shall be eligible to participate in short-term and
long-term cash-based incentive compensation plans which provide bonus
opportunities which are not materially less favorable to the Executive than the
greater of (i) the opportunities provided to the Company’s other executives
with comparable duties and responsibilities; and, (ii) the opportunities
provided to the Executive under all such plans in which the Executive was
participating prior to the Employment Period;


               c.     the Executive shall be eligible to participate in stock option,
performance awards, restricted stock and other equity-based incentive
compensation plans (the “Plans”) on a basis not materially less favorable to
the Executive than the greater of the Plans available (i) to the Executive
immediately prior to the Employment Period, or (ii) to other executives of the
Company with comparable duties and responsibilities; and,


               d.     the Executive shall be eligible to receive employee benefits
(including, but not limited to, tax-qualified and nonqualified savings plan
benefits, medical insurance, disability income protection, life insurance
coverage and death benefits) and perquisites which are not materially less
favorable to the Executive than the greater of (i) the employee benefits and
perquisites provided to the Company’s other executives with comparable duties
and responsibilities, or (ii) the employee benefits and perquisites to which
the Executive would be entitled under the Company’s employee benefit plans and
perquisites as in effect immediately prior to the Employment Period.


          5.     Termination. For purposes of this Agreement, the term “Termination”
shall mean termination of the employment of the Executive during the Employment
Period (i) by the Company, for any reason other than death, Disability (as
defined below) or Cause (as described below), or (ii) by resignation of the
Executive upon the occurrence of one or more of the following events:


               a.     a material adverse change in the nature or scope of the Executive’s
[title if for Tier 1 or 2], position, authorities or duties;


               b.     a breach by the Company of any of the subparagraphs of Paragraph 4
above, or the breach by the Company of any other provision of this Agreement;


               c.     the relocation of the Executive’s office to a location more than thirty
miles from the location of the Executive’s office immediately prior to the
Employment Period; or


               d.     the failure of the Company to obtain a satisfactory agreement from any
successor to assume and agree to perform this Agreement, to the extent required
under the provisions of Paragraph 20 below.


     In the case of a Termination initiated by the Company, the date of the
Executive’s Termination shall be the date specified by the Company in its
notice of termination delivered to the Executive. In the case of a Termination
by the


 






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Executive for any of the reasons noted in subparagraphs a, b, c, or d of this
Paragraph 5, the date of the Executive’s Termination shall be the resignation
date specified by the Executive in his or her written notice delivered to the
Company. Any notice delivered under this Paragraph 5 will comply with the
requirements of Paragraph 17 below.


     For purposes of this Agreement, the Executive shall be considered to have
a “Disability” during the period in which the Executive is unable, by reason of
a medically determinable physical or mental impairment (determined by a
physician selected by the Executive), to engage in the material and substantial
duties of his or her regular occupation, which condition is expected to be
permanent.


     For purposes of this Agreement, “Cause” means, in the reasonable judgment
of the Board of Trustees of ASN, (i) the willful and continued failure by the
Executive to substantially perform the Executive’s duties with the Company,
after written notification by the Company of such failure, (ii) the willful
engaging by the Executive in conduct which is demonstrably injurious to the
Company, monetarily or otherwise, or (iii) the engaging by the Executive in
egregious misconduct involving serious moral turpitude. For purposes of this
Agreement, no act, or failure to act, on the Executive’s part shall be deemed
“willful” unless done, or omitted to be done, by the Executive not in good
faith and without reasonable belief that such action was in the best interest
of ASN.


          6.     Severance Payments. Subject to the provisions of Paragraph 9 below, in
the event of a Termination described in Paragraph 5 above, in lieu of the
amount otherwise payable under Paragraph 4 above, the Executive shall continue
to receive, at the Company’s expense, medical insurance, disability income
protection (to the extent that the Executive is employed in a position that
renders such coverage obtainable), life insurance coverage and death benefits,
and perquisites in accordance with Subparagraph 4(d) above for a period of
[insert 12, 24 or 36 months] after the date of Termination, and shall be
entitled to a lump sum payment in cash no later than ten (10) business days
after the date of Termination equal to the sum of:


               a.     the Executive’s unpaid salary, accrued vacation pay and unreimbursed
business expenses through and including the date of Termination;


               b.     an amount equal to [insert 1, 2 or 3] times the Executive’s then
current annual salary rate plus an amount equal to [insert 1,2 or 3] times the
greater of (i) the Executive’s target bonus for the year in which Termination
occurs, determined on the basis of the highest applicable performance targets
having been met; or (ii) the actual bonus paid in the year prior to the year in
which Termination occurs, provided that such bonus shall be annualized if the
Executive was not employed by the Company for the entirety of such performance
period. If any portion of such bonus payment is deferred, the determination of
the bonus shall be made based upon what the bonus amount would have been for
the applicable period in the absence of such deferral; and


               c.     an amount equal to the target bonus that would be paid to the Executive
for the year of Termination if the highest applicable performance targets were
met, prorated through the date of Termination.


     Except as may be otherwise specifically provided in an amendment of this
Agreement adopted in accordance with Paragraph 22, in the event of a
Termination during the Employment Period, the Executive shall not be eligible
to receive any benefits that may be otherwise payable to or on behalf of the
Executive pursuant to the terms of any severance pay arrangement of the Company
(or any Affiliate of the Company), including any arrangement of the Company (or
any Affiliate of the Company) providing benefits upon involuntary termination
of employment.


          7.     Deferred Compensation Plans.


               a.     For purposes of this Paragraph, “deferred compensation plans” shall
mean all nonqualified deferred compensation plans presently maintained by the
Company or adopted in the future by the Company. If a Change in Control occurs
during the original or any extended Term of this Agreement, the Company shall,
within thirty (30) days after the date of such Change in Control, establish a
“rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficient
to provide all benefits accrued by the Executive under all deferred
compensation plans. Thereafter, the Company will, at least quarterly, transfer
to the “rabbi trust” an amount of cash sufficient to provide any additional
benefits accrued by the Executive under all deferred compensation plans.


 






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               b.     In the event of a Termination as set forth in Paragraph 5 above (and
only in the event of such Termination): any election by the Executive as to the
form of payment of benefits under any deferred compensation plan
that is made within thirty (30) days after the date of Change in Control,
and before the Executive is entitled to such benefits, will be given effect,
whether or not such election was on file at least twelve (12) months prior to
such Termination.


          8.     Share Awards. In the event of a Termination as set forth in Paragraph
5 above, the restrictions on any outstanding share awards (including
nonqualified options, incentive share options, matching share options,
purchased shares, restricted share units and performance units) granted to
Executive under any incentive plan or arrangement shall lapse and such share
awards shall become 100% vested, and all other awards granted to Executive
shall become immediately exercisable and shall become 100% vested. The
expiration date of Executive’s share options shall be the three-month
anniversary of the date of the Termination as set forth in Paragraph 5 above.
The provisions of this Paragraph 8 shall be controlling over any inconsistent
provisions set forth in any share award agreement.


          9.     Make-Whole Payments. Subject to the following three sentences, if any
payment or benefit to which the Executive is entitled, whether under this
Agreement or otherwise, in connection with a Change in Control or the
Executive’s termination of employment (a “Payment”) is subject to any tax under
section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or
any similar federal or state law (an “Excise Tax”), the Company shall pay to
the Executive an additional amount (the “Make Whole-Amount”) which is equal to
(i) the amount of the Excise Tax, plus (ii) the aggregate amount of any
interest, penalties, fines or additions to any tax that are imposed in
connection with such Excise Tax, plus (iii) all income, excise and other
applicable taxes imposed on the Executive under the laws of any Federal, state
or local government or taxing authority by reason of the payments required
under clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amount
will not be paid to the Executive if the Payment is less than ten (10) percent
above the maximum amount that may be paid without incurring Excise Tax. In the
event that the Payment is greater than the maximum amount that may be paid
without incurring Excise Tax, but less than 10 percent greater than the maximum
amount, then the Payment shall be capped at the maximum amount that may be paid
without incurring Excise Tax. In such event, the cash severance payments
provided in Paragraph 6 above and/or the outplacement services provided in
Paragraph 10 below, at the Executive’s election, shall be reduced to a level
that results in the total Payment being equal to the maximum amount that may be
paid without incurring Excise Tax.


               a.     For purposes of determining the Make-Whole Amount, the Executive shall
be deemed to be taxed at the highest marginal rate under all applicable local,
state, federal and foreign income tax laws for the year in which the Make-Whole
Amount is paid. The Make-Whole Amount payable with respect to an Excise Tax
shall be paid by the Company coincident with the Payment with respect to which
such Excise Tax relates.


               b.     All calculations under this Paragraph 9 shall be made initially by the
Company and the Company shall provide prompt written notice thereof to the
Executive to enable the Executive to timely file all applicable tax returns.
Upon request of the Executive, the Company shall provide the Executive with
sufficient tax and compensation data to enable the Executive or his tax advisor
to independently make the calculations described in subparagraph (a) above and
the Company shall reimburse the Executive for reasonable fees and expenses
incurred for any such verification.


               c.     If the Executive gives written notice to the Company of any objection
to the results of the Company’s calculations within sixty (60) days of the
Executive’s receipt of written notice thereof, the dispute shall be referred
for determination to tax counsel selected by the independent auditors of the
Company (“Tax Counsel”). The Company shall pay all reasonable fees and
expenses of such Tax Counsel. Pending such determination by Tax Counsel, the
Company shall pay the Executive the Make-Whole Amount as determined by the
Company in good faith. The Company shall pay the Executive any additional
amount determined by Tax Counsel to be due under this Paragraph 9 (together
with interest thereon at a rate equal to 120% of the Federal short-term rate
compounded daily determined under section 1274(d) of the Code) promptly after
such determination.


 






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               d.     The determination by Tax Counsel shall be conclusive and binding upon
all parties unless the Internal Revenue Service, a court of competent
jurisdiction, or such other duly empowered governmental body or agency (a “Tax
Authority”) determines that the Executive owes a greater or lesser amount of
Excise Tax with respect to any Payment than the amount determined by Tax
Counsel.


               e.     If a Taxing Authority makes a claim against the Executive which, if
successful, would require the Company to make a payment under this Paragraph 9,
the Executive agrees to contest the claim, with counsel reasonably satisfactory
to the Company, on request of the Company, subject to the following conditions:


                    (1)  The Executive shall notify the Company of any such claim within ten
(10) days of becoming aware thereof. In the event that the Company desires the
claim to be contested, it shall promptly (but in no event more than thirty (30)
days after the notice from the Executive or such shorter time as the Taxing
Authority may specify for responding to such claim) request the Executive to
contest the claim. The Executive shall not make any payment of any tax which
is subject of the claim before the Executive has given the notice or during the
thirty (30) day period thereafter unless the Executive receives written
instructions from the Company to make such payment together with an advance of
funds sufficient to make the requested payment plus any amounts payable under
this Paragraph 9 determined as if such advance were an Excise Tax, in which
case the Executive will act promptly in accordance with such instructions.


                    (2)  If the Company so requests, the Executive will contest the claim by
either paying the tax claimed and suing for a refund in the appropriate court
or contesting the claim in the United States Tax Court or other appropriate
court, as directed by the Company; provided, however, that any request by the
Company for the Executive to pay the tax shall be accompanied by an advance
from the Company to the Executive of funds sufficient to make the requested
payment plus any amounts payable under this Paragraph 9 determined as if such
advance were an Excise Tax. If directed by the Company in writing, the
Executive will take all action necessary to compromise or settle the claim, but
in no event will the Executive compromise or settle the claim or cease to
contest the claim without the written consent of the Company; provided,
however, that the Executive may take any such action if the Executive waives in
writing his right to a payment under this Paragraph 9 for any amounts payable
in connection with such claim. The Executive agrees to cooperate in good faith
with the Company in contesting the claim and to comply with any reasonable
request from the Company concerning the contest of the claim, including the
pursuit of administrative remedies, the appropriate forum for any judicial
proceedings, and the legal basis for contesting the claim. Upon request of the
Company, the Executive shall take appropriate appeals of any judgment or
decision that would require the Company to make a payment under this Paragraph
9. Provided that the Executive is in compliance with the provisions of this
paragraph, the Company shall be liable for and indemnify the Executive against
any loss in connection with, and all costs and expenses, including attorneys’
fees, which may be incurred as a result of, contesting the claim, and shall
provide to the Executive, within ten (10) days after each written request
therefor by the Executive, cash advances or reimbursement for all such costs
and expenses actually incurred or reasonably expected to be incurred by the
Executive as a result of contesting the claim.


               f.     Should a Tax Authority finally determine that an additional Excise Tax
is owed, then the Company shall pay an additional Make-Whole Amount to the
Executive in a manner consistent with this Paragraph 9 with respect to any
additional Excise Tax and any assessed interest, fines, or penalties. If any
Excise Tax as calculated by the Company or Tax Counsel, as the case may be, is
finally determined by a Tax Authority to exceed the amount required to be paid
under applicable law, then the Executive shall repay such excess to the Company
within thirty (30) days of such determination; provided that such repayment
shall be reduced by the amount of any taxes paid by the Executive on such
excess which is not offset by the tax benefit attributable to the repayment.


          10.     Outplacement Services. If the Executive’s Termination occurs during
the Employment Period, the Company shall provide to the Executive, at the
Executive’s election, outplacement services of an experienced firm, selected by
the Company and acceptable to the Executive, located not more than thirty miles
from the location of Executive’s office immediately prior to the Employment
Period, provided that the cost of such services shall not exceed [$20,000 if
tier 1; $15,000 if tier 2; $10,000 if tier 3] and such services shall not
extend beyond twelve (12) months from the date of Executive’s Termination.


          11.     Deductions and Withholding. All payments to the Executive under this
Agreement will be subject to applicable deductions and withholding of state and
federal taxes.


          12.     Confidentiality, Non-Solicitation and Non-Competition. The Executive
agrees that:


 






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               a.     Except as may be required by the lawful order of a court or agency of
competent jurisdiction, or except to the extent that the Executive has the
express written authorization from the Company, the Executive agrees to keep
secret and confidential both prior to and following any Termination all
non-public information concerning the Company or any entity in which the ASN or
the Operating Trust has a 25% or greater ownership interest (“Company-Related
Entity”) which was acquired by or disclosed to Executive during the course of
Executive’s employment with the Company or any Company-Related Entity
controlled by the Operating Trust or ASN, and not to disclose the same, either
directly or indirectly, to any other person, firm or business entity or to use
it in any way.


               b.     While the Executive is employed by the Company or Company-Related
Entity and for a period of one year after the date the Executive terminates
employment for any reason, the Executive covenants and agrees that Executive
will not, whether for Executive or for any other person, business, partnership,
association, firm, company or corporation, initiate contact with, solicit,
divert or take away any of the customers (entities or individuals from which
the Company or any Company-Related Entity receives rents or payments for
services) of the Company or any Company-Related Entity or employees of the
Company or any Company-Related Entity in existence from time to time during
Executive’s employment with the Company or any Company-Related Entity and at
the time of such initiation, solicitation or diversion.


               c.     While the Executive is employed by the Company or any Company- Related
Entity, the Executive covenants and agrees that Executive will not, directly or
indirectly, engage in, assist, perform services for, plan for, establish or
open, or have any financial interest (other than (i) ownership of 1% or less of
the outstanding stock of any corporation listed on the New York or American
Stock Exchange or included in the National Association of Securities Dealers
Automated Quotation System, or (ii) ownership of securities in any entity
affiliated with the Company) in any person, firm, corporation, or business
entity (whether as an employee, officer, director or consultant) that engages
in the acquisition, disposition, operation, development, management or
financing of multifamily communities.


     The Executive acknowledges that the Company would be irreparably injured
by a violation of this Paragraph 12 and the Executive agrees that the Company,
in addition to any other remedies available to it for such breach or threatened
breach, shall be entitled to a preliminary injunction, temporary restraining
order, or other equivalent relief, restraining the Executive from any actual or
threatened breach of this Paragraph 12. The Company may seek this remedy in
any court of competent jurisdiction, without regard to Paragraph 13
(Arbitration of All Disputes) of this Agreement. If a bond is required to be
posted in order for the Company to secure an injunction or other equitable
remedy, the parties agree that said bond need not be more than a nominal sum.


          13.     Arbitration of All Disputes. Except as provided in Paragraph 12
above, any controversy or claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration in Denver, Colorado, in
accordance with the laws of the State of Colorado, by three arbitrators
appointed by the parties. If the parties cannot agree within 30 days on the
appointment of the arbitrators, one shall be appointed by the Company and one
by the Executive, and the third shall be appointed by the first two
arbitrators. If the first two arbitrators cannot agree on the appointment of a
third arbitrator within 10 days, then the third arbitrator shall be appointed
by the Chief Judge of the United States Court of Appeals for the Tenth Circuit.
The arbitration shall be conducted in accordance with the rules of the
American Arbitration Association, except with respect to the selection of
arbitrators, which shall be as provided in this Paragraph 13. Judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. In the event that the Executive determines that it is
either necessary or desirable for the Executive to retain legal counsel or
incur other costs and expenses in connection with enforcement of his or her
rights under this Agreement, the Company shall pay the Executive’s reasonable
attorneys’ fees and costs and expenses in connection with enforcement of his or
her rights (including the enforcement of any arbitration award in court).
Payments shall be made to the Executive at the time such fees, costs and
expenses are incurred. If, however, the arbitrators shall determine that,
under the circumstances, payment by the Company of all or any part of any such
fees, costs and expenses would be unjust, the Executive shall repay such amount
to the Company in accordance with the order of the arbitrators. Any award of
the arbitrators shall include interest at a rate or rates considered just under
the circumstances by the arbitrators.


          14.     Mitigation and Set-Off. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise. The Company shall not be entitled to set-off
against the amounts payable to the Executive under this Agreement any amounts
earned by the Executive in other employment after Termination of his or her
employment with the Company, or any amounts which might have been earned by the
Executive in other employment had he or she sought such other employment.


 






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          15.     Additional Provisions Relating to Termination. If the Executive’s
Termination occurs during the Employment Period, then, subject to the terms and
conditions of this Agreement, during the period beginning on the date of
delivery of a notice of Termination, and ending on the date of Termination, the
Executive shall continue to perform the duties as an employee, and shall also
perform such services for the Company as are necessary and appropriate for a
smooth transition to the Executive’s successor, if any. Notwithstanding the
foregoing provisions of this paragraph, the Company may suspend the Executive
from performing duties as an employee following the delivery of a notice of
Termination providing for the Executive’s resignation, or delivery by the
Company of a notice of Termination providing for the Executive’s termination of
employment for any reason; provided, however, that during the period of
suspension (which shall end on the Executive’s date of Termination), the
Executive shall continue to be treated as employed by the Company for other
purposes, and the Executive’s rights to compensation or benefits shall not be
reduced by reason of the suspension.


     The Executive agrees that, for a reasonable period after the Executive’s
Termination, the Executive will assist the Company and all Company-Related
Entities in defense of any claims that may be made against the Company or any
Company-Related Entity, and will assist the Company and any Company-Related
Entity in the prosecution of any claims that may be made by the Company or any
Company-Related Entity, to the extent that such claims may relate to services
performed by the Executive for the Company or any such Company-Related Entity.
The Executive agrees to promptly inform the Company if the Executive becomes
aware of any lawsuits involving such claims that may be filed against the
Company or any Company-Related Entity. The Company agrees to provide legal
counsel to the Executive in connection with such assistance (to the extent
legally permitted), and to reimburse the Executive for all of the Executive’s
reasonable out-of-pocket expenses associated with such assistance, including
travel expenses. The Company agrees to provide reasonable compensation to the
Executive for such assistance. The Executive also agrees to promptly inform
the Company if asked to assist in any investigation of the Company or any
Company-Related Entity (or their actions) that may relate to services
performed by the Executive for the Company or any Company-Related Entity,
regardless of whether a lawsuit has then been filed against the Company or any
Company-Related Entity with respect to such investigation.


          16.     Non-Disparagement. While employed by the Company, and after the date
of Termination, the Executive agrees to not make any false, defamatory or
disparaging statements about the Company, or the officers or directors of the
Company that are reasonably likely to cause damage to the Company, or the
officers or directors of the Company. While the Executive is employed by the
Company, and after the date of Termination, the Company agrees that neither the
officers nor the Trustees of the Company shall make any false, defamatory or
disparaging statements about the Executive that are reasonably likely to cause
damage to the Executive.


          17.     Notices. Subject to the provisions of this Agreement, either the
Company or the Executive may terminate the employment relationship upon no less
than thirty (30) days’ notice to the other party. Any notices, requests,
demands or other communications provided for by this Agreement shall be
sufficient if in writing and if sent by hand delivery or registered, certified,
or overnight mail to the Executive at the last address Executive has filed in
writing with the Company or, in the case of the Company, to the attention of
the Secretary of the Company, at its principal executive offices.


          18.     Binding Effect; Assignment. The Executive shall not have any right to
pledge, hypothecate, or in any way create a lien upon any amounts provided
under this Agreement, and no benefits payable hereunder shall be assignable in
anticipation of payment, either by voluntary or involuntary acts, or by
operation of law. Nothing in this paragraph shall limit the Executive’s rights
or powers to dispose of his or her property by will, or limit any rights or
powers which his or her executor or administrator would otherwise have. This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees, and legatees. If the Executive should die while
any amount is still payable to the Executive hereunder had the Executive
continued to live, all such amounts shall be paid in accordance with the terms
of this Agreement to the Executive’s devisee, legatee, or other designee, or if
there is no such designee, to the Executive’s estate.


          19.     Governing Law. The provisions of this Agreement shall be construed in
accordance with the laws of the State of Colorado, without application of
conflict of laws provisions thereunder.


 






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          20.     Successors. This Agreement shall be binding upon and inure to the
benefit of the Company, and any successor to ASN and/or the Operating Trust.
The Company shall require any successor, whether direct or indirect, by
purchase, merger, consolidation or otherwise, and whether to all or
substantially all of the business and/or assets of ASN and/or the Operating
Trust, to expressly assume and agree to perform the obligations of this
Agreement, unless such assumption occurs automatically as a matter of law. If
a written assumption is required under the preceding sentence, such
assumption shall require the successor company to perform this Agreement in the
same manner and to the same extent that the Company would be required to
perform it if no succession had taken place.


          21.     Employment Status. Nothing in this Agreement shall be deemed to
create an employment agreement between the Company and the Executive providing
for the employment of the Executive for any fixed period of time. The
Executive’s employment is terminable at will by the Company of the Executive,
meaning either party may terminate the employment relationship at any time,
with or without Cause, subject in the event of a Termination, as defined in
this Agreement, to (i) the notice provisions of Paragraph 2, 5, and 15, and
(ii) the Company’s obligations to provide severance payments as required by
Paragraph 6, the election rights of the Executive set forth in Paragraph 7(b)
and the modifications to any outstanding awards set forth in Paragraph 8. Upon
termination of the Executive’s employment prior to the date of a Change in
Control, the Executive shall have no further rights under this Agreement.


     Except as otherwise specifically provided in this Agreement, nothing in
this Agreement shall be construed to affect the Company’s right to modify the
Executive’s position or duties, compensation, or other terms of employment.
This Agreement shall not be construed to require the Company to provide any
compensation, benefits, or other rights under Paragraph 6 if the Executive’s
employment is terminated outside the Employment Period. Nothing in this
Agreement shall be construed to require the Company or any other person to take
steps or not take steps (including, without limitation, the giving or
withholding of consents) that would result in a Change in Control.


          22.     Amendments and Waivers. This Agreement may not be modified or amended
except by an instrument or instruments in writing signed by the party against
whom enforcement or any such modification or amendment is sought. Either party
hereto may, by an instrument in writing, waive compliance by the other party
with any term or provision of this Agreement on the part of such other party
hereto to be performed or complied with. The waiver by any party hereto of a
breach of any term or provision of this Agreement shall not be construed as a
waiver of any subsequent breach.


          23.     Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect.


          24.     Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.


[Signatures are on following page]


 






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SIGNATURE PAGE TO






CHANGE IN CONTROL AGREEMENT



     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuant
to the authorization from its Board of Trustees, the Trust has caused these
presents to be executed in its name and on its behalf, all as of the day and
year first above written.



	 	 	 
	 	 	


	 	 	
[Insert name]
	 
	 	 	
[Insert title]
	 
	 	 	
ARCHSTONE-SMITH TRUST
	 	 	
By:      
	 	 	


	 	 	
Name:      
	 	 	


	 	 	
Title:      
	 	 	


	 	 	 
	 	 	
ARCHSTONE-SMITH

OPERATING TRUST
	 	 	 
	 	 	
By:      
	 	 	


	 	 	
Name:      
	 	 	


	 	 	
Title:      
	 	 	





SCHEDULE TO CHANGE IN CONTROL AGREEMENT



The following persons have executed Change in Control Agreements with
Archstone-Smith, which Agreements are in the same form as is set forth in
Exhibit 10.7, with the only differences being those provisions noted in such
form which vary based upon whether the individual is a Tier 1 Executive or a
Tier 2 Executive.


TIER 1 EXECUTIVES: R. Scot Sellers, Chairman and Chief Executive Officer, is a
Tier 1 Executive for purposes of the Change in Control Agreement.


TIER 2 EXECUTIVES: J. Lindsay Freeman, Chief Operating Officer, Charles E.
Mueller, Jr., Chief Financial Officer, Richard A. Banks, President
West Region and Dana K. Hamilton,
Executive Vice President, are Tier 2 Executives for purposes of the Change in Control
Agreements.