Exhibit 10.2


 


SECOND AMENDMENT TO


AMENDED AND RESTATED COMPENSATION AGREEMENT


 


THIS SECOND AMENDMENT TO AMENDED AND RESTATED COMPENSATION
AGREEMENT (“Agreement”) is entered into as of this 25th
day of April, 2005, by and between Samuel Zell (“Mr. Zell” or the “Chairman”)
and Equity Residential (“Company”), a Maryland real estate investment trust.


 


RECITALS


 


WHEREAS, the Company and Mr. Zell desire to
amend the Amended and Restated Compensation Agreement dated March 5, 2003,
as amended by that certain First Amendment to Amended and Restated Compensation
Agreement dated February 3, 2005 (as amended, the “2003 Agreement”).


 


WHEREAS,
Mr. Zell currently serves as Chairman of the Company’s Board of Trustees (“Board”),
and it is a purpose of the 2003 Agreement that he be incentivized to continue
to serve in that capacity so long as the Board wishes to avail itself of his
services.


 


WHEREAS,
under the current terms of the 2003 Agreement, should Mr. Zell voluntarily
resign from the Board, ownership of all previously issued restricted shares and
share options made pursuant to the 2003 Agreement shall vest in Mr. Zell
without regard to whether or not the full specified vesting schedules shall
have lapsed.


 


WHEREAS,
under the Company’s 2002 Share Incentive Plan (“2002 Share Plan”) and its prior
share incentive plan, ownership of restricted shares and share options
previously issued to other Board trustees vest in the trustees only if the
trustees voluntarily resign after age 70 or if they are not renominated or
re-elected to the Board.


 


WHEREAS,
although Mr. Zell has no present intentions of resigning from the Board, he
recognizes that such arrangement may appear to diminish his financial
incentives for continued services on the Company’s Board.


 


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.                                       2002 Share Plan.


 


a.   Simultaneously with the execution of this
Agreement, the Company has executed a Third Amendment to the 2002 Share Plan,
which among other changes increases the age at which the Chairman may retire
from the Board, and receive immediate vesting of all restricted shares and
unvested share options, from age 62 to age 70.  Chairman has reviewed and
consents to this Third Amendment and acknowledges that its terms and provisions
apply to all heretofore or hereafter restricted shares and share options
granted under the 2003 Agreement.


 


b.   Chairman
and the Company further agree that notwithstanding any other provisions in the
2003 Agreement or the 2002 Share Plan, vested ownership of his restricted
shares and share options either heretofore or hereafter issued to him pursuant
to the 2003 Agreement shall not accelerate in advance of the vesting dates
specified therefor, and any unvested interests shall instead be forfeited, in
the following events:


 





















 


(i)                                     his voluntary retirement from the Company’s
Board, or his voluntary decision not to stand for re-election to the Board, in
each case for any reason other than disability prior to reaching the age of 70;
or


 


(ii)                                  his involuntary termination as Chairman for
Cause (as defined in the 2003 Agreement).


 


c.   Chairman
and the Company further agree that notwithstanding any other provisions in the
2003 Agreement or the 2002 Share Plan, the vesting of any restricted shares and
share options heretofore or hereafter issued to Chairman pursuant to the 2003
Agreement shall fully accelerate in advance of the vesting dates specified
therefor in the following events:


 


(i)                                     his death;


 


(ii)                                  his voluntary retirement from the Board, or
his decision not to stand for re-election to the Board, in each case at or
after age 70;


 


(iii)                               his voluntary retirement from the Board, or
his decision not to stand for re-election to the Board, in each case prior to
age 70 due to Disability (as defined in the 2002 Share Plan);


 


(iv)                              his failure to be renominated to the Board or
named as Chairman of the Board;


 


(v)                                 his failure to be re-elected to the Board if
he is renominated to the Board; or


 


(vi)                              a Change in Control (as defined in the 2002
Share Plan).


 


2.                                       Other Changes.


 


a.                                       The following language contained in
Paragraph A of Section I of the 2003 Agreement is deleted in its entirety:


 


“for services rendered during the calendar year
preceding the date of grant,”


 


b.                                      Paragraph
D(ii) of Section I of the 2003 Agreement is deleted in its entirety.


 


c.                                       The
following language in Paragraph B of Section II of the 2003 Agreement is
deleted in its entirety:


 


“(i.e., said Grants would be fully vested upon their
grant unless Chairman resigned without good reason prior to age 62 or was
removed for Cause).”


 


3.                                       Reaffirmation. 
Except as expressly set forth above, the terms and provisions of the
2003 Agreement are hereby reconfirmed and agreed to continue in full force and
effect.


 





















 


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