exv10w1



 





EXHIBIT 10.1




NON-QUALIFIED SHARE OPTION AGREEMENT

ARCHSTONE SMITH TRUST 2001 LONG-TERM INCENTIVE PLAN

Grant No. «GrantNo»




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



WITNESSETH THAT:



     WHEREAS, the Trust maintains the Archstone-Smith Trust 2001 Long-Term
Incentive Plan, as amended from time to time (the “Plan”), which is
incorporated into and forms a part of this Agreement; and



     WHEREAS, the Committee has awarded the Participant a Non-Qualified Share
Option Award under the Plan;



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




	1.	 	Option Grant and Purchase Price. Subject to the terms of this Agreement
and the Plan, the Participant is hereby granted an option (the “Option”)
to purchase «NoOptions» Shares. The price of each Share subject to the
Option shall be «GrantPrice». The Option is not intended to constitute an
“incentive stock option” as that term is used in Code section 422.
	 
	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.	 	Vesting. Subject to the terms and conditions of this Agreement and the
Plan, the Option awarded hereunder shall vest and become exercisable in
one-third increments on each of [insert dates that are first, second and
third anniversary date of approval of award by Compensation Committee]
(each a “Vesting Date”); provided, however, that if the Participant’s Date
of Termination occurs by reason of death, Disability or Retirement, this
Option shall vest and become immediately exercisable on the Participant’s
Date of Termination. This Option shall also vest and become exercisable
as described in Paragraph 11 of this Agreement. Except as provided in the
foregoing provisions of this Paragraph 3, any portion of the Option which
is not vested upon the Participant’s Date of Termination shall be
forfeited on such date. The Option shall also be forfeited in accordance
with Paragraph 10. For purposes of this Agreement, the Participant’s
“Date of Termination” shall be the date on which he both ceases to be an
employee of the Trust and the Subsidiaries and ceases to perform material
services for the Trust and the Subsidiaries, regardless of the reason for
the cessation; provided that a “Date of Termination” shall not be
considered to have occurred during the period in which the reason for the
cessation of services is a leave of absence approved by the Trust or the
Subsidiary which was the recipient of the Participant’s services. The
Participant shall be considered to have a “Disability” for purposes of
this Agreement during the period in which he is unable, by reason of a
medically determinable physical or mental impairment, to engage in the
material and substantial duties of his regular occupation, which condition
is expected to be permanent. “Retirement” of a Participant shall mean the
occurrence of a Participant’s Date of Termination after providing at least
five years of service to the Trust or the Subsidiaries and attaining age
60.
	 
	4.	 	Expiration Date. The Option shall expire on the “Expiration Date”, which
shall be the earliest to occur of:




 









 






	 	(a)	 	the ten-year anniversary of the Grant Date;
	 
	 	(b)	 	if the Participant’s Date of Termination occurs by reason of
death, Disability or Retirement, the one-year anniversary of such
Date of Termination;
	 
	 	(c)	 	if the Participant’s Date of Termination occurs for reasons
of Cause, such Date of Termination; or
	 
	 	(d)	 	if the Participant’s Date of Termination occurs for reasons
other than death, Disability, Retirement or Cause, the three-month
anniversary of such Date of Termination.





Notwithstanding the foregoing provisions of this Paragraph 4, no portion
of the Option shall be exercisable after the Participant’s Date of
Termination except to the extent that it is exercisable as of the
Participant’s Date of Termination.




	5.	 	Method of Option Exercise. Any portion of the Option that is exercisable
may be exercised in whole or in part by filing a written notice with the
Secretary of the Trust at its corporate headquarters or such other method
as the Secretary may deem appropriate, provided that the notice is filed
prior to the Expiration Date of the Option. Such notice shall specify the
number of Shares which the Participant elects to purchase, and shall be
accompanied by payment of the purchase price for such Shares or by
instructions for a cashless exercise. Payment shall be by cash or, if
permitted by the Committee, in Shares which have a Fair Market Value equal
to the purchase price and which are acceptable to the Committee, or in any
combination of the foregoing.
	 
	6.	 	Withholding. All payments under this Agreement are subject to
withholding of all applicable taxes. At the election of the Participant,
and with the consent of and to the extent provided by the Committee, such
withholding obligations may be satisfied through the surrender of Shares
which the Participant already owns or to which the Participant is
otherwise entitled under the Plan including upon exercise of the option;
provided, however, that previously-owned Shares that have been held by the
Participant less than six months or Shares to which the Participant is
entitled under the Plan may only be used to satisfy the minimum statutory
tax withholding obligation (based on minimum statutory withholding rates
for Federal and state tax purposes, including payroll taxes, that are
applicable to such supplemental taxable income).
	 
	7.	 	Transferability. This Option is not transferable except as designated by
the Participant by will or by the laws of descent and distribution or,
subject to such procedures as the Committee may establish, to or for the
benefit of the Participant’s family.
	 
	8.	 	Adjustment of Option. The number and type of Shares awarded pursuant to
this Option, and the exercise price thereof, 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 Shares.
	 
	9.	 	Non-Competition Agreement. The Option granted pursuant to this Agreement
shall be automatically forfeited as of the 90th day following the Grant
Date if, as of such date, the Participant has not executed a
non-competition agreement with the Trust in a form approved by the Trust.
	 
	10.	 	Forfeiture Provisions. In the event that the Committee determines that
the Participant has engaged in conduct in violation of any non-competition
agreement entered into between the Participant and the Trust or any
affiliated entity, any portion of the Option which has not been
exercised shall be forfeited and shall no longer be exercisable unless
the Committee provides otherwise.




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	11.	 	Change in Control. In the event that (i) within one year following a
Change in Control, a Participant’s employment is terminated by the Trust
or the successor to the Trust or an affiliated entity which is his or her
employer 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 the Option to the extent it is then outstanding, any
portion of this Award which has not otherwise expired shall become fully
vested. For purposes of this Agreement, 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 (as defined below) (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
	 
	 	(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
commencing on the Grant Date, individuals who at the beginning of
such period were members of the Board of Trustees of the Trust 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 this Paragraph, a Participant’s employment shall be
deemed to be terminated by the Trust or the successor to the Trust or an
affiliated entity for reasons other than Cause if the Participant
terminates employment within four months after (i) a substantial adverse
alteration in the nature of the Participant’s status or responsibilities
from those in effect immediately prior to the Change in Control (other
than any change that results solely from a change in the Trust’s business
as a result of a Change in Control), or (ii) a material reduction in the
Participant’s annual base salary and target bonus, if any, 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 the terms of the Plan and, immediately
following the Change in Control, the Participant becomes employed by the
entity into which the Trust merged, or the purchaser of



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substantially all of the assets of the Trust, or a successor to such
entity or purchaser, the Participant shall not be treated as having
terminated employment for purposes of this Paragraph 11 until such time
as the Participant terminates employment with the merged entity or
purchaser (or successor), as applicable.




	12.	 	Administration. The authority to manage and control the operation and
administration of this Agreement shall be vested in the Committee, and the
Committee shall have all the powers with respect to this Agreement as it
has with respect to the Plan. Any interpretation of the Agreement by the
Committee and any decision made by it with respect to the Agreement is
final and binding on all persons.
	 
	13.	 	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.
	 
	14.	 	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 without
the consent of the Participant.




     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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