Change in Control Agreement



 Exhibit 10.2 
 CHANGE IN CONTROL AGREEMENT 
 THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered
into as of March 13, 2009 by and between Equity Residential, a Maryland real estate investment trust (the “Company”), and Mark J. Parrell (the “Executive”). 
 WITNESSETH 
 WHEREAS, the Board of Trustees of the Company (the
“Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists or may exist in the future and that the threat or the occurrence of a Change in Control can result in significant distractions of its key
management personnel because of the uncertainties inherent in such a situation; 
 WHEREAS, the Board has determined that it is essential and
in the best interest of the Company and its shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure his continued dedication and efforts in such event without undue concern for
his personal financial and employment security; and 
 WHEREAS, in order to induce the Executive to remain in the employ of the Company
and/or an affiliate of the Company, particularly in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event his
employment is terminated as a result of, or in connection with, a Change in Control and to provide the Executive with certain other benefits whether or not the Executive's employment is terminated. 
 AGREEMENT 
 NOW, THEREFORE, in
consideration of the respective agreements of the parties contained herein and other good and valuation consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 
 1. Term of Agreement. This Agreement shall commence as of the date hereof and shall continue in effect until the date the Executive’s
employment is terminated; provided, however, that if the Executive’s employment is terminated following, or in anticipation of, a Change in Control, the term shall continue in effect until all payments and benefits have been made or provided to
the Executive hereunder. 
 2. Definitions 
 2.1 Accrued Compensation. For purposes of this Agreement, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the “Termination
Date” (as hereinafter defined) but not paid as of the Termination Date including: (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on
the Termination Date, (iii) vacation and sick leave pay (to the extent provided by Company policy or applicable law), (iv) 100% of any target cash bonus and target long-term compensation award with respect to the Company’s fiscal year
ended prior to the Termination Date; and (v) any other amounts or benefits required to be paid by law. 







 2.2 Base Amount. For purposes of this Agreement, “Base Amount” shall mean
the greater of (a) the Executive’s annual base salary, at the rate in effect immediately prior to the Change in Control and (b) the Executive’s annual base salary, at the rate in effect on the Termination Date. 
 2.3 Bonus Amount. For purposes of this Agreement, “Bonus Amount” shall mean the average of the annual cash bonuses paid to
the Executive (including amounts that would have been paid if they had not been deferred) under the Company’s annual incentive cash bonus plan for the three years immediately preceding the year in which the Executive’s employment
terminates, or for such shorter period that the Executive has been employed by the Company. If the Executive’s employment is terminated in the Executive’s first year of employment, “Bonus Amount” shall mean 100% of the target
bonus that the Executive would have been eligible to receive for such year. 
 2.4 Cause. For purposes of this
Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the Board
that the Executive: (i) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness or from
the Executive’s assignment of duties that would constitute “Good Reason” as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has
been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform or (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the Company; provided,
however, that no termination of the Executive’s employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the
Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail and (y) the Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of the
Executive’s counsel if the Executive so desires). Neither an act nor a failure to act, on the Executive’s part shall be considered “intentional” unless the Executive has acted or failed to act with a lack of good faith and with a
lack of reasonable belief that the Executive’s action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of
Termination (as defined in Section 2.9) is given by the Executive shall constitute Cause for purposes of this Agreement. 
 2.5
Change in Control. For purposes of this Agreement, a “Change in Control” shall mean any of the following events: 
 (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the “1934 Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 30% or more of the combined voting
power of the Company’s then outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as
hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by
(x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities 

  

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or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), (ii) the Company or any Subsidiary or (iii) any
Person in connection with a “Non-Control Transaction” (as hereinafter defined). 
 (b) Approval by stockholders of the Company of:

 (i) A merger, consolidation or reorganization involving the Company, unless: 
 (A) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own, directly or indirectly,
immediately following such merger, consolidation or reorganization, at least seventy percent (70%) of the combined voting power of the outstanding Voting Securities of the corporation or other entity resulting from such merger or consolidation
or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization; and 
 (B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such
merger, consolidation or reorganization constitute at least a majority of the members of the board of directors or similar governing body of the Surviving Corporation or a corporation or other entity beneficially owning, directly or indirectly, a
majority of the Voting Securities of the Surviving Corporation. 
 (A transaction described in clauses (A) and (B) shall herein be
referred to as a “Non-Control Transaction.”); 
 (ii) A complete liquidation or dissolution of the Company; or

 (iii) An agreement for the sale or other disposition of all or substantially all of the assets of the Company to any Person
(other than to an entity of which the Company directly or indirectly owns at least 70% of the voting shares). 
 Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities
by the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person, provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. 
 (c) The rejection by
the voting Beneficial Owners of the outstanding Shares of the entire slate of trustees that the Board proposes at a single election of trustees; or 
  

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 (d) The rejection by the voting Beneficial Owners of the outstanding Shares of one-half or more of the
trustees that the Board proposes over any two or more consecutive elections of trustees. 
 (e) Notwithstanding anything contained in this
Agreement to the contrary, if the Executive’s employment is terminated prior to a Change in Control and the Executive reasonably demonstrates that such termination: (i) was at the request of a third party who has indicated an intention or
taken steps reasonably calculated to effect a Change in Control and who effectuates a Change in Control (a “Third Party”) or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs,
then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment. 
 2.6 Company. For purposes of this Agreement, the “Company” shall include the Company’s “Successors and
Assigns” (as hereinafter defined). 
 2.7 Disability. For purposes of this Agreement, “Disability” shall
mean a physical or mental infirmity that entitles the Executive to benefits under the Company sponsored long-term disability plan in which he or she participates. 
 2.8 Good Reason. 
 (a) For purposes of this Agreement, “Good Reason” shall
mean the occurrence after a Change in Control of any of the events or conditions described in subsections (i) through (viii) hereof: 
 (i) a change in the Executive’s status, position or responsibilities (including reporting responsibilities) which, in the Executive’s reasonable judgment, represents a substantial adverse change from his
status, position or responsibilities as in effect at any time within 180 days preceding the date of a Change in Control or at any time thereafter; the assignment to the Executive of any duties or responsibilities which, in the Executive’s
reasonable judgment, are inconsistent with his status, title, position or responsibilities as in effect at any time within 180 days preceding the date of a Change of Control or at any time thereafter; or any removal of the Executive from or failure
to reappoint or reelect him to any of such offices or positions held prior to the Change of Control, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good
Reason; 
 (ii) a reduction in the Executive’s base salary or any failure to pay the Executive any compensation or
benefits to which he is entitled within five days of written notice thereof; 
 (iii) the Company’s requiring the
Executive to be based at any place outside a 30-mile radius from the Executive’s principal location of business prior to the Change in Control, except for reasonably required travel on the Company’s business which is not materially greater
than such travel requirements prior to the Change in Control; 
 (iv) the failure by the Company to provide the Executive with
compensation and benefits, in the aggregate, at least equal (in terms of benefit 

  

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levels and/or reward opportunities which opportunities will be evaluated in light of the performance requirements therefor) to those provided for under each
other employee compensation and benefit plan, program and practice in which the Executive was participating at any time within 180 days preceding the date of a Change in Control or at any time thereafter; 
 (v) the insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company, which petition is not
dismissed within sixty (60) days; 
 (vi) any material breach by the Company of any provision of this Agreement;

 (vii) any purported termination of the Executive’s employment for Cause by the Company which does not comply with the
terms of Section 2.4; or 
 (viii) the failure of the Company to obtain an agreement, satisfactory to the Executive, from
any Successors and Assigns to assume and agree to perform this Agreement, as contemplated in Section 6 hereof. 
 (b) Any event or
condition described in Section 2.8(a)(i) through (viii) which occurs prior to a Change in Control but which the Executive reasonably demonstrates (i) was at the request of a Third Party or (ii) otherwise arose in connection with,
or in anticipation of, a Change in Control which actually occurs, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred prior to the Change in Control. 
 (c) The Executive’s right to terminate his employment pursuant to this Section 2.8 shall not be affected by his incapacity due to a Disability.

 2.9. Notice of Termination. For purposes of this Agreement, following a Change in Control, “Notice of
Termination” shall mean a written notice of termination from the Company of the Executive’s employment which indicates a specific termination provision in this Agreement relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. 
 2.10.
Pro Rata Bonus/LTC Award. For purposes of this Agreement, “Pro Rata Bonus/LTC Award” shall mean an amount equal to 100% of the Executive’s target bonus and target long-term compensation that the Executive would
have been eligible to receive for the Company’s fiscal year in which the Executive’s employment terminates, multiplied by a fraction, the numerator of which is the number of days in such fiscal year through the Termination Date and the
denominator of which is 365. 
 2.11. Successors and Assigns. For purposes of this Agreement, “Successors and
Assigns” shall mean a corporation or other entity acquiring all or substantially all the Voting Securities, assets or business of the Company whether by operation of law or otherwise, and any affiliate of such Successors and Assigns.

 2.12. Termination Date. For purposes of this Agreement, “Termination Date” shall mean: (a) in the case
of the Executive’s death, his date of death, (b) in the case of Good Reason, the last day of his employment and (c) in all other cases, the date specified in the Notice of Termination or if no Notice of Termination is sent, the last
day of his employment; 

  

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provided, however, that if the Executive’s employment is terminated by the Company due to Disability, the date specified in the Notice of
Termination shall be the 30th day after receipt of the Notice of Termination by the Executive, provided that the Executive shall not have returned
to the full-time performance of his duties within 30 days after such receipt. 
 3. Termination of Employment. If the
Executive’s employment with the Company shall be terminated within thirty-six (36) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: 
 (a) If the Executive’s employment with the Company shall be terminated (i) by the Company for Cause or Disability, (ii) by reason of the
Executive’s death or (iii) by the Executive other than for Good Reason, the Company shall pay to the Executive the Accrued Compensation, and, unless such termination was by the Company for Cause or such termination was by the employee
voluntarily without Good Reason, the Pro-Rata Bonus/LTC Award; provided, however, if an employment agreement is in existence between the Company and/or any of its affiliates and the Executive on the Termination Date, the Company and/or
its affiliates, as the case may be, shall also pay to the Executive any amounts owed to the Executive pursuant to such employment agreement. 
 (b) If the Executive’s employment with the Company shall be terminated for any reason other than as specified in Section 3(a), the Executive shall be entitled to the following: 
 (i) the Company shall pay the Executive the Accrued Compensation and a Pro-Rata Bonus/LTC Award; 
 (ii) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the
Termination Date, in a single payment an amount in cash equal to 2.25 times the sum of (A) the Base Amount and (B) the Bonus Amount; provided, however, if an employment agreement is in existence between the Company and/or any
of its affiliates and the Executive on the Termination Date, any amount due the Executive under this Section 3(b)(ii) shall be reduced by the amount of Base Amount and Bonus Amount paid as severance pay to Executive pursuant to such employment
agreement in lieu of compensation for periods subsequent to the Termination Date. 
 (iii) for 27 months following the
Termination Date, (the “Continuation Period”), the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the same medical, dental, life, disability and hospitalization benefits provided
(A) to the Executive at any time during the 90-day period prior to the Change in Control or at any time thereafter (and if different benefits were paid during such period, such of those benefits as are elected by the Executive) or (B) to
other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3(b)(iii) during the Continuation Period shall be
no less favorable to the Executive and his dependents and beneficiaries than the most favorable of such coverages and benefits during any of the periods referred to in clauses (A) and (B) above. The Company’s obligation hereunder with
respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a 

  

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subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder
as long as the aggregate coverages and benefits of the combined benefits plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder. This subsection (iii) shall not be interpreted so as to
limit any benefits to which the Executive, his dependents or beneficiaries may be otherwise entitled under any of the Company’s employee benefit plans, programs or practices following the Executive’s termination of employment, including
without limitation, retiree medical and life insurance benefits; 
 (iv) all theretofore unvested stock options, restricted
options, restricted stock and performances shares, phantom share awards, share appreciation rights, dividend equivalents and any other awards issued to the Executive pursuant to the Company’s Share Option and Share Award Plan, as amended or
replaced time to time, and all unvested benefits under any split dollar life insurance policies insuring the Executive’s life shall immediately vest at the maximum possible amount; and 
 (v) a payment from the Company equal to the unvested amount contained in the Executive’s accounts in the Company’s 401(k) plan
(or any other qualified plan of the Company or an affiliate) which he will forfeit as a result of such termination. 
 (c) The amounts
provided for in Sections 3(a) and 3(b)(i) and (ii) shall be paid in a single lump sum cash payment in immediately available funds within five (5) days following the expiration of any required waiting period under the release agreement
referenced in Section 12 hereof (or earlier, if required by applicable law). 
 (d) The Executive shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except
as provided in Section 3(b)(iii). 
 (e) The Executive’s entitlement to any other compensation or benefits or any indemnification
shall be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices or any indemnification agreement in effect. 
 4. Notice of Termination. Following a Change in Control, any purported termination of the Executive’s employment by the Company shall
be communicated by Notice of Termination to the Executive. For purposes of this Agreement, no such purported termination shall be effective without such Notice of Termination. 
 5. Excise Tax Gross-Up. 
 (a)
Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined (pursuant to (b) below) or finally determined (as defined in (c)(iii) below) that any payment, distribution, transfer, benefit or other event
with respect to the Company or its predecessors, successors, direct or indirect subsidiaries or affiliates (or any predecessor, successor or affiliate of any of them, and including any benefit plan of any of them), to or for the benefit of Executive
or Executive’s dependents, heirs or beneficiaries (whether such payment, 

  

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distribution, transfer, benefit or other event occurs pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional
payments required under this Section 5) (each a “Payment” and collectively the “Payments”) is or was subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, and any successor
provision or any comparable provision of state or local income tax law (collectively, “Section 4999”), or any interest, penalty or addition to tax is or was incurred by Executive with respect to such excise tax (such excise tax, together
with any such interest, penalty or addition to tax, hereinafter collectively referred to as the “Excise Tax”), then, within 10 days after such determination or final determination, as the case may be, the Company shall pay to Executive an
additional cash payment (hereinafter referred to as the “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes, interest, penalties and additions to tax imposed with respect to the Gross-Up Payment (including,
without limitation, any income and excise taxes imposed upon the Gross-Up Payment), Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon such Payment or Payments. This provision is intended to put Executive in the
same position as Executive would have been had no Excise Tax been imposed upon or incurred as a result of any Payment. 
 (b) Except as
provided in subsection (c) below, the determination that a Payment is subject to an Excise Tax shall be made in writing by a certified public accounting firm selected by Executive (“Executive’s Accountant”). Such determination
shall include the amount of the Gross-Up Payment and detailed computations thereof, including any assumptions used in such computations (the written determination of the Executive’s Accountant, hereinafter, the “Executive’s
Determination”). The Executive’s Determination shall be reviewed on behalf of the Company by a certified public accounting firm selected by the Company (the “Company’s Accountant”). The Company shall notify Executive within
10 business days after receipt of the Executive’s Determination of any disagreement or dispute therewith, and failure to so notify within that period shall be considered an agreement by the Company with the Executive’s Determination,
obligating the Company to make payment as provided in subsection (a) above within 10 days from the expiration of such 10 business-day period. In the event of an objection by the Company to the Executive’s Determination, any amount not in
dispute shall be paid within 10 days following the 10 business-day period referred to herein, and with respect to the amount in dispute the Executive’s Accountant and the Company’s Accountant shall jointly select a third nationally
recognized certified public accounting firm to resolve the dispute and the decision of such third firm shall be final, binding and conclusive upon the Executive and the Company. In such a case, the third accounting firm’s findings shall be
deemed the binding determination with respect to the amount in dispute, obligating the Company to make any payment as a result thereof within 10 days following the receipt of such third accounting firm’s determination. All fees and expenses of
each of the accounting firms referred to in this Section 5 shall be borne solely by the Company. 
  

	 	(c)	 (i) Executive shall notify the Company in writing of any claim by the Internal Revenue Service (or any successor thereof) or any state or local taxing authority
(individually or collectively, the “Taxing Authority”) that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 30 days after Executive
receives written notice of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that failure by Executive to give such notice within such 30-day period
shall not result in a waiver or forfeiture of any of Executive’s rights under this Section 5 except to the extent of actual damages suffered by the Company as a result of such failure. Executive shall not pay such claim prior to the
expiration of 



  

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the 15-day period following the date on which Executive gives such notice to the Company (or such shorter period ending on the date that any payment of
taxes, interest, penalties or additions to tax with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such 15-day period that its desires to contest such claim (and demonstrates to the reasonable
satisfaction of Executive its ability to make the payments to Executive which may ultimately be required under this section before assuming responsibility for the claim), Executive shall: 


 (A) give the Company any information reasonably requested by the Company relating to such claim; 
 (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company that is reasonably acceptable to Executive; 
 (C) cooperate with the Company in good faith in order effectively to contest such claim; and 
 (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay
directly all attorneys fees, costs and expenses (including additional interest, penalties and additions to tax) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for all taxes
(including, without limitation, income and excise taxes), interest, penalties and additions to tax imposed in relation to such claim and in relation to the payment of such costs and expenses or indemnification. Without limitation on the foregoing
provisions of this Section 5, and to the extent its actions do not unreasonably interfere with or prejudice Executive’s disputes with the Taxing Authority as to other issues, the Company shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay
the tax, interest or penalties claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and
in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance an amount equal to such payment to Executive, on an
interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from all taxes (including, without limitation, income and excise taxes), interest, penalties and additions to tax imposed with respect to such advance or
with respect to any imputed income with respect to such advance; and, further, provided, that any extension of the statute of limitations relating to payment of taxes, interest, penalties or additions to tax for the taxable year of Executive with
respect to which such contested amount is claimed to be due is limited solely to such contested amount; and, provided, further, that any settlement of any claim shall be reasonably acceptable to Executive and the Company’s control of the
contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue. 
  

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 (ii) If, after receipt by Executive of an amount advanced by the Company pursuant to
Section 5(c)(i), Executive receives any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 5) promptly pay to the Company an amount equal to such refund (together
with any interest paid or credited thereon after taxes applicable thereto), net of any taxes (including without limitation any income or excise taxes), interest, penalties or additions to tax and any other costs incurred by Executive in connection
with such advance, after giving effect to such repayment. If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 5(c)(i), it is finally determined that Executive is not entitled to any refund with respect to
such claim, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall be treated as a Gross-Up Payment and shall offset, to the extent thereof, the amount of any Gross-Up Payment otherwise
required to be paid. 
 (iii) For purposes of this Section 5, whether the Excise Tax is applicable to a Payment shall be deemed to be
“finally determined” upon the earliest of: (A) the expiration of the 15-day period referred to in paragraph (c)(i) above if the Company has not notified Executive that it intends to contest the underlying claim, (B) the
expiration of any period following which no right of appeal exists, (C) the date upon which a closing agreement or similar agreement with respect to the claim is executed by Executive and the Taxing Authority (which agreement may be executed
only in compliance with this Section 5), (D) the receipt by Executive of notice from the Company that it no longer seeks to pursue a contest (which notice shall be deemed received if the Company does not, within 15 days following receipt
of a written inquiry from Executive, affirmatively indicate in writing to Executive that the Company intends to continue to pursue such contest). 
  

	 	(d)	As a result of uncertainty in the application of Section 4999 that may exist at the time of any determination that a Gross-Up Payment is due, it may be possible that in making
the calculations required to be made hereunder, the parties or their accountants shall determine that a Gross-Up Payment need not be made (or shall make no determination with respect to a Gross-Up Payment) that properly should be made
(“Underpayment”), or that a Gross-Up Payment not properly needed to be made should be made (“Overpayment”). The determination of any Underpayment shall be made using the procedures set forth in paragraph (b) above and shall
be paid to Executive as an additional Gross-Up Payment. The Company shall be entitled to use procedures similar to those available to Executive in paragraph (b) to determine the amount of any Overpayment (provided that the Company shall bear
all costs of the accountants as provided in paragraph (b)). In the event of a determination that an Overpayment was made, any such Overpayment shall be treated for all purposes as a loan to Executive with interest at the applicable Federal rate
provided for in Section 1274(d) of the Code; provided, however, that the amount to be repaid by Executive to the Company shall be subject to reduction to the extent necessary to put Executive in the same after-tax position as if such
Overpayment were never made. 

  

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 6. Successors; Binding Agreement. This Agreement shall be binding upon and shall inure to
the benefit of the Company, its Successors and Assigns, and the Company shall require any Successors and Assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to
perform it if no such succession or assignment had taken place. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative. 
 7. Fees and Expenses. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive as a result of the Executive obtaining or
enforcing any right or benefit provided by this Agreement. Furthermore, any amounts due Executive by the Company that are not paid when due under this Agreement shall bear interest at the Prime Rate (as declared by Bank of America, N.A. from time to
time) plus 5% from the time when the payment is due until the date the payment is made. 
 8. Notice. For the purposes of this
Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, by overnight courier or by facsimile, addressed to the respective addresses and facsimile numbers last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the
Chairman of the Board with a copy to the Secretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of
change of address shall be effective only upon receipt. 
 9. Non-Exclusivity of Rights. Nothing in this Agreement shall
prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which
the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company (except for any severance or termination agreement). Amounts which are vested benefits or which
the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 
 10. No Guaranteed Employment. The Executive and the Company acknowledge that, except as may otherwise be provided under any other written
agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and may be terminated by either the Executive or the Company at any time, subject, however to the rights of the Executive provided
herein in the event of any such termination. 
 11. Settlement of Claims. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have
against the Executive or others. 
  

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 12. Full Satisfaction; Waiver and Release. As a condition to receiving the payments and
benefits hereunder, the Executive shall execute a document in customary form, releasing and waiving any and all claims, causes of actions and the like against the Company and its successors, shareholders, officers, trustees, agents and employees,
regarding all matters relating to the Executive’s service as an employee of the Company or any affiliates and the termination of such relationship. Such claims include, without limitation, any claims arising under Age Discrimination in
Employment Act of 1967, as amended; Title VIII of the Sarbanes-Oxley Act of 2002, as amended; the Corporate and Criminal Fraud Accountability Act of 2002, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of
1991, as amended; the Equal Pay Act of 1962; the American Disabilities Act of 1990; the Family Medical Leave Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; or any other federal, state or local statute or ordinance,
but exclude any claims that arise out of an asserted breach of the terms of this Agreement and any benefits payable to the Executive under the Company’s benefit plans, practices and programs in which he participates. 
 13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provisions of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this Agreement. 
 14. Governing Law. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of Illinois without giving effect to the conflict of laws principles thereof. Any action brought by any party to this Agreement shall be brought and maintained in a
court of competent jurisdiction in Cook County in the State of Illinois. 
 15. Severability. The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 
 16. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof. 
 [signature page follows] 
  

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 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer
and the Executive has executed this Agreement as of the day and year first above written. 
  

			
	EQUITY RESIDENTIAL
		
	By:	 	 /s/ David J. Neithercut

		 	David J. Neithercut
		 	President and Chief Executive Officer
		
	By:	 	 /s/ Mark J. Parrell

		 	Mark J. Parrell
		 	Executive Vice President and Chief Financial Officer


  

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