exv10w3



 





EXHIBIT 10.3




RESTRICTED SHARE UNIT AGREEMENT

ARCHSTONE-SMITH TRUST EQUITY PLAN FOR OUTSIDE TRUSTEES

Grant No. «GrantNo»




     THIS AGREEMENT, entered into as of «GrantDate» (the “Grant Date”), by and
between «FirstName» «LastName» (the “Participant”), and Archstone-Smith Trust
(the “Trust”);



WITNESSETH THAT:




     WHEREAS, the Trust maintains the Archstone-Smith Trust Equity Plan for
Outside Trustees as amended from time to time (the “Plan”), which is
incorporated into and forms a part of this Agreement; and



     WHEREAS, the Participant has been awarded a restricted share unit award
under the Plan;



     NOW, THEREFORE, IT IS AGREED, by and between the Trust and the Participant
as follows:


1.      Award. Subject to the terms of this Agreement and the Plan, the Participant
is hereby granted «TotalShares» restricted share units (the “Units”). This
Award contains the right to Dividend Equivalent Units as described in Paragraph
3 of this Agreement.


2.      Definitions. Except where the context clearly implies or indicates the
contrary, any term used in this Agreement but not defined herein shall have the
meaning given such term in the Plan.


3.      Dividend Equivalent Units. The Participant shall be entitled to receive
“Dividend Equivalent Units” with respect to the Units, as follows:




	 	(a)	 	Annual crediting of Dividend Equivalent Units. As soon as
possible after the first day of each calendar year, the Participant
shall be credited with a number of Dividend Equivalent Units equal to
(i) the amount the Committee determines to be the average dividend
yield per share of Stock for the previous calendar year, multiplied
by (ii) the number of the Participant’s outstanding Units as of the
preceding December 31 (reduced pro rata to reflect Units that were
not outstanding on the record date with respect to each dividend
payment date during such preceding calendar year).
	 
	 	(b)	 	Additional credits to reflect dividend payments on Dividend
Equivalent Units. As soon as possible after the first day of each
calendar year, the Participant shall be credited with additional
Dividend Equivalent Units equal to (i) the amount the Committee
determines to be the average dividend yield per share of Stock for
the previous calendar year, multiplied by (ii) the number of the
Participant’s outstanding Dividend Units as of the preceding December
31 (reduced pro rata to reflect Dividend Equivalent Units that were
not outstanding on each dividend payment date during such preceding
calendar year).



4.      Vesting. Subject to the terms and conditions of the Plan and this
Agreement, the Units and Dividend Equivalent Units awarded hereunder shall vest
in accordance with the following:




	 	(a)	 	The Units shall vest in one-third increments, commencing on the
first anniversary date of the Grant Date with 33.33% of the Units
vesting on each of the first, second and third anniversary dates of
the Grant Date.
	 
	 	(b)	 	The Dividend Equivalent Units credited to the Participant under
Paragraph 3 shall vest in incremental installments as of each Grant
Date, beginning with the first anniversary of the Grant Date (each a
“Vesting Date”). The percentage of the Dividend Equivalent Units
which shall vest as of any Vesting Date shall be equal to the
percentage of the Participant’s Units which are vested as of such
Vesting Date.




 









 






	 	(c)	 	The Units and Dividend Equivalent Units shall also vest as
described in Paragraph 9.





All Units and Dividend Equivalent Units which are not vested upon the
Participant’s Date of Termination shall be forfeited on such date. For
purposes of this Agreement, the Participant’s “Date of Termination” shall
be the the day following the last day on which the Participant serves as a
Trustee.



     5.      Settlement.




	 	(a)	 	Subject to Paragraph 5 (b) below, the total number of Units and
Dividend Equivalent Units credited to the Participant that vest on a
Vesting Date shall be valued as of such Vesting Date, and settlement
of the Units and Dividend Equivalent Units shall be made as soon
thereafter as practicable by transferring to the Participant a number
of whole shares of Stock equal to the number of vested Units and
Dividend Equivalent Units which vested on the Vesting Date. The
Units and Dividend Equivalent Units then being settled shall be
cancelled.
	 
	 	(b)	 	Notwithstanding the foregoing to the contrary, the Participant
may elect to defer the settlement of the Units and Dividend
Equivalent Units in accordance with the terms of the Archstone-Smith
Deferred Compensation Plan (the “Deferred Compensation Plan”).



6.      Unit Not shares of Stock. The award of Units and Dividend Equivalent Units
under this Agreement does not constitute the award of shares of Stock, and
nothing in this Agreement shall be construed to give the Participant any rights
as a shareholder of the Trust prior to settlement of a vested Award.


7.      Transferability. This Award is not transferable except as designated by the
Participant by will or by the laws of descent and distribution.


8.      Adjustment of Award. The number of Units and Dividend Equivalent Units
associated with these Units awarded pursuant to this Award may be adjusted by
the Committee in accordance with the terms of the Plan to reflect certain
transactions which affect the number, type or value of the Stock .




	9.	 	Change in Control. In the event that, (i) a Trustee’s service is
terminated by the Trust or the successor to the Trust for reasons other
than Cause following a Change in Control of the Trust (as defined below),
or (ii) the Plan is terminated by the Trust or its successor following a
Change in Control without provision for the continuation of outstanding
awards hereunder, all awards which have not otherwise expired shall become
immediately fully vested. For purposes of the Plan, a “Change in Control”
means the happening of any of the following:





	 	(a)	 	the shareholders of the Trust approve a definitive agreement to
merge the Trust into or consolidate the Trust with another entity,
sell or otherwise dispose of all or substantially all of its assets
or adopt a plan of liquidation, provided, however, that a Change in
Control shall not be deemed to have occurred by reason of a
transaction, or a substantially concurrent or otherwise related
series of transactions, upon the completion of which 50% or more of
the beneficial ownership of the voting power of the Trust, the
surviving corporation or corporation directly or indirectly
controlling the Trust or the surviving corporation, as the case may
be, is held by the same persons (although not necessarily in the same
proportion) as held the beneficial ownership of the voting power of
the Trust immediately prior to the transaction or the substantially
concurrent or otherwise related series of transactions, except that
upon the completion thereof, employees or employee benefit plans of
the Trust may be a new holder of such beneficial ownership; provided,
further, that a transaction with an “Affiliate” of the Trust (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” (as defined in Rule 13d-3 under the
Exchange Act) of securities representing 50% or more of the combined
voting power of the Trust is acquired, other than from the Trust, by
any “person” as defined in Sections 13(d) and 14(d) of the Exchange
Act (other than any trustee or other fiduciary holding securities
under an employee benefit or other similar stock plan of the Trust);
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 cease for any reason to constitute at least a majority thereof
(unless the election, or the nomination for election by the Trust’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).





For purposes of the Plan, “Cause” shall mean, in the reasonable judgment
of the Administrator (i) the willful and continued failure by the Trustee
to substantially perform his or her duties with the Trust after written
notification by the Trust, (ii) the willful engaging by the Trustee in
conduct which is demonstrably injurious to the Trust or any Related Trust,
monetarily or otherwise, or (iii) the engaging by the Trustee in egregious
misconduct involving serious moral turpitude. For purposes hereof, no
act, or failure to act, on the Trustee’s part shall be deemed “willful”
unless done, or omitted to be done, by the Trustee not in good faith and
without reasonable belief that such action was in the best interest of the
Trust or Related Company. For purposes of this subsection, a Trustee’s
service shall be deemed to be terminated by the Trust or the successor to
the Trust if the Trustee terminates service after a material reduction in
the Trustee’s annual compensation as in effect immediately prior to the
Change in Control. If, upon a Change in Control, awards in other shares
or securities are substituted for outstanding Awards pursuant to Section
4.3, and immediately following the Change in Control the Trustee becomes
director of the entity into which the Trust merged, or the purchaser of
substantially all of the assets of the Trust, or a successor to such
entity or purchaser, the Trustee shall not be treated as having terminated
service for purposes of this Section 4.13 until such time as the Trustee
terminates service with the merged entity or purchaser (or successor), as
applicable.


10.      Plan Governs. The terms of this Agreement shall be subject to the terms of
the Plan, a copy of which may be obtained by the Participant from the office of
the Secretary of the Trust.


11.      Amendment and Termination. The Board may at any time amend or terminate
the Plan, provided that no such amendment or termination may materially
adversely affect the rights of the Participant awarded hereunder.



     IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the
Trust has caused these presents to be executed in its name and on its behalf,
all as of the Grant Date.



	 	 	 
	ARCHSTONE SMITH TRUST

	 	PARTICIPANT
	 
	 	 
	 
	 	 
	
 

	 	
 








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