**Exhibit 10.21****EXECUTION COPY****UNIT AWARD AGREEMENT**     This Unit Award Agreement (this “Agreement”), is made effective as of October 5, 2007,(hereinafter referred to as the “Date of Grant”), between Tishman Speyer Archstone-SmithMultifamily Parallel Guarantor I, L.L.C., a limited liability company organized under the laws ofthe State of Delaware (the “Company”), and R. Scott Sellers (“Sellers”).Capitalized terms not defined in this Agreement shall have the meaning given to them in the LimitedLiability Company Agreement of the Company, dated as of October 5, 2007 (the “LPAgreement”).RECITALS:     **WHEREAS,**Sellers is employed by Archstone-Smith Communities L.L.C. or any of its affiliates(the “Employer”) and, through such employment, provides services to the Company and itsaffiliates;     **WHEREAS,**the Board of Directors of Tishman Speyer U.S. Value Added Associates VII, L.L.C. (the“Board”), which is the general partner of Tishman Speyer Real Estate Venture VII Parallel(Governance), L.P., which in turn is the general partner of Tishman Speyer Archstone-SmithMultifamily Parallel (GP), L.P., which in turn is the general partner of Tishman SpeyerArchstone-Smith Multifamily Parallel Fund I JV, L.P., the managing member of the Company hasdetermined that it would be in the best interests of the Company and its affiliates to make theaward of Class B Units provided for herein to Sellers pursuant to the terms set forth herein.     **NOW THEREFORE,**in consideration of the mutual covenants hereinafter set forth, the partieshereto agree as follows:     1. Award of Class B Units.          (a) Class B Units. Subject to the terms and conditions of this Agreement, the Companyhereby grants to Sellers an award of 100 Class B Units of the Company (such 100 units, hereinaftercalled the “Class B Units”). The Class B Units shall vest in accordance with Section 2 ofthis Agreement.          (b) Adjustment.               (i) In the event that there shall be any sale or other extraordinary distribution (whether inthe form of cash, membership units of the Company or other property), recapitalization, split orreverse split of equity, reorganization, merger, consolidation, spin-off, combination, repurchase,or unit exchange, or other similar transaction or event affecting the Class B Units, the Boardshall cause to be made such equitable adjustments as it, in good faith, deems necessary orappropriate to the number and kind of units issued pursuant to this Agreement to preventinappropriate dilution or enlargement of the economic interest represented by such units.
 

 
               (ii) In the event that securities of the Company are redeemed in connection with theestablishment of a new Affiliate or Affiliates, the Company may cancel all or a portion of suchClass B Units and issue or cause to be issued to Sellers economically equivalent equity interestsin such new Affiliate(s) (a “Reapportionment”), containing terms and conditions that are noless favorable than the terms and conditions set forth herein (including, but not limited to,vesting conditions), to appropriately apportion the incentive compensation element of the Class BUnits amongst such Affiliate(s). In the event that a Reapportionment results in any negativeimpact on Sellers (including, without limitation, any adverse tax impact such as the loss oflong-term capital gains treatment, the inclusion of income on the date of such Reapportionment orthe loss of basis), the Company shall indemnify and hold Sellers harmless with respect to alleconomic loss associated with the transfer of the interests and shall gross-up all such payments sothat the indemnification is tax neutral to Sellers; provided, however, that Sellers shall cooperatewith the Company to minimize the extent of any adverse tax impact to the extent permissible underapplicable law.     2. Vesting. Subject to Sellers’s continued employment with the Employer, the Class BUnits will vest and become non-forfeitable (such non-forfeitable Class B Units, the “VestedUnits,” and Class B Units prior to becoming Vested Units, “Unvested Units”) on thethree-year anniversary of the Date of Grant; provided, however, that all Class BUnits shall become Vested Units upon the earlier to occur of (i) a termination of Sellers’semployment with the Employer by the Employer without “Cause” or by Sellers for “Good Reason” (eachas defined in, and in accordance with the terms and conditions of, the employment agreement by andbetween Sellers and Archstone-Smith Communities L.L.C., dated as of October 5, 2007 (the“Employment Agreement”)) and (ii) the date on which there is a liquidation or dissolutionof the Company if and only if the Unvested Units effectively lose any portion of their value inconnection with such liquidation or dissolution and such lost value is not replaced upon orpromptly following such liquidation or dissolution through the grant to Sellers of economicallyequivalent units or interests in an Affiliate (without any negative impact to Sellers associatedwith such replacement). Any Class B Units which remain Unvested Units after the application of thepreceding sentence shall be forfeited upon a termination of Sellers’s employment with the Employer.     3. Distributions.          (a) Vested Units. Distributions in respect of Vested Units shall be made to Sellersin accordance with the provisions of Section 14 of the LP Agreement.          (b) Unvested Units. Sellers shall not be entitled to any distributions in respect ofUnvested Units until and unless such Unvested Units have become Vested Units. Any amounts whichwould have been distributed to Sellers pursuant to the terms of the LP Agreement in respect ofUnvested Units but for the application of the preceding sentence (the “UnvestedAllocations”) shall be distributed to Sellers as soon as practicable after such Class B Unitsbecome Vested Units, without interest. The Company shall set aside all Unvested Allocations untilsuch time as the Unvested Allocations are either forfeited pursuant to Section 2 above ordistributed pursuant to this Section 3(b) as provided for in Section 14 of the LP Agreement.
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     4. Rights as Holder of Class B Units. Sellers shall be the record owner of the ClassB Units unless and until such Class B Units are forfeited pursuant to Section 2 hereof ortransferred in accordance with Section 6 hereof and, except as provided in this Agreement, asrecord owner shall be entitled to all rights of a holder of Class B Units of the Company;provided, that the Class B Units shall be subject to the limitations on transferand encumbrance set forth in this Agreement and the LP Agreement.     5. Representations in the LP Agreement; Purchase for Investment; Other Representations ofSellers.          (a) Representations in LP Agreement. Sellers hereby represents and warrants that allrepresentations and warranties made by Sellers in the LP Agreement are true and correct.          (b) Investment Intent. Sellers hereby represents and warrants that the Class B Unitsare being acquired for investment and not with a view to distribution thereof, and to make suchother reasonable and customary representations regarding matters relevant to compliance withapplicable securities laws as are deemed necessary by counsel to the Company.          (c) Other Representations. Sellers hereby represents and warrants to the Company asfollows:               (i) Access to Information. Because of Sellers’s business relationship with theCompany and with the management of the Company, Sellers has had access to all material and relevantinformation concerning the Company, thereby enabling Sellers to make an informed investmentdecision with respect to his investment in the Company, and all pertinent data and informationrequested by Sellers from the Company or its representatives concerning the business and financialcondition of the Company and the terms and conditions of this Agreement have been furnished toSellers. Sellers acknowledges that he has had the opportunity to ask questions of and receiveanswers and obtain additional information from the Company and its representatives concerning thepresent and proposed business and financial conditions of the Company.               (ii) Financial Sophistication. Sellers has such knowledge and experience in financialand business matters that Sellers is capable of evaluating the merits and risks of investing in theClass B Units.               (iii) Understanding the Investment Risks. Sellers understands that:          (A) An investment in the Class B Units represents a highly speculativeinvestment, and there can be no assurance as to the success of the Companyin its business;                    (B) There is at present no market for the Class B Units and there canbe no assurance that a market will develop in the future;                    (C) The Class B Units may be worthless; and
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                    (D) Ownership of the Class B Units may result in taxable income toSellers without a corresponding cash or in-kind distribution.          (iv) Understanding the Nature of the Class B Units. Sellers understands and agreesthat:               (A) There can be no assurance that the Class B Units will be registeredunder the Securities Act of 1933, as amended (the “Securities Act”),or any applicable state securities laws and, if they are not so registered,they will only be issued and sold in reliance upon certain exemptionscontained in the Securities Act and applicable state securities laws, andthe representations and warranties of Sellers contained herein are essentialto any claim of exemption by the Company under the Securities Act and suchstate laws;               (B) If the Class B Units are not so registered, the Class B Units willbe “restricted securities” as that term is defined in Rule 144 promulgatedunder the Securities Act;               (C) Sellers may not sell, transfer, assign, pledge or otherwise disposeof or encumber the Class B Units without registration under the SecuritiesAct and applicable state securities laws unless the Company receives anoption of counsel acceptable to it (as to both counsel and the opinion) thatsuch registration is not required;               (D) Only the Company can register the Class B Units under theSecurities Act and applicable state securities laws;               (E) The Company has not made any representations to Sellers that theCompany will register the Class B Units under the Securities Act or anyapplicable state securities laws, or with respect to compliance with anyexemption therefrom;               (F) Sellers is aware of the conditions for his obtaining an exemptionfrom the sale or transfer of the Class B Units under the Securities Act andany applicable state securities laws; and               (G) The Company may, from time to time, make stop transfer notations inits transfer record to ensure compliance with the Securities Act and anyapplicable state securities laws, and any additional restrictions imposed bystate securities administrators.          (v) Investment Intent. Sellers acknowledges that:               (A) Neither Sellers nor anyone acting on his behalf has paid or willpay a commission or other remuneration to any person in connection with theacquisition of the Class B Units; and
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               (B) At the time and as a condition of delivery of documents evidencingthe Class B Units, Sellers will be deemed to have made all therepresentations and warranties contained in this Section 5 with respect tosuch Class B Units and may be required to make other representationsconcerning investment intent as condition of the delivery of such Class BUnits by the Company.     6. Restriction on Transfer/LP Agreement. Unvested Units may not be transferred,pledged, assigned, hypothecated or otherwise disposed of in any way by Sellers. Vested Units maynot be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by Sellers,except (a) if and as permitted by the LP Agreement, (b) by will or the laws of descent anddistribution, (c) to or for the benefit of any spouse, child or grandchild of Sellers, or to atrust or partnership for the benefit of any of the foregoing individuals, or (d) if and aspermitted by the Board. The Class B Units shall not be subject to execution, attachment or similarprocess. Any attempted assignment, transfer, pledge, hypothecation or other disposition of theClass B Units contrary to the provisions of this Agreement or the LP Agreement shall be null andvoid and without effect.     7. Designation of Beneficiary. Sellers may appoint any individual or legal entity inwriting as his beneficiary to receive any Class B Unit (to the extent not previously terminated orforfeited) under this Agreement upon Sellers’s death or Disability (as defined in the EmploymentAgreement). Sellers may revoke his designation of a beneficiary at any time and appoint a newbeneficiary in writing. To be effective, Sellers must complete the designation of a beneficiary orrevocation of a beneficiary by written notice to the Company under Section 8 of this Agreementbefore the date of Sellers’s death. In the absence of a beneficiary designation, the legalrepresentative of Sellers’s estate shall be deemed the beneficiary. Notwithstanding the foregoing,in the event that any beneficiary appointed by Sellers (or deemed to be as such pursuant to thepreceding sentence) does not expressly become party to the LP Agreement and expressly assume allrestrictions on the Class B Units to which Sellers was subject at the time of his death orDisability, such appointment (and any purported transfer of Class B Units thereunder) shall be nulland void and without effect.     8. Notices. Any notice necessary under this Agreement shall be addressed to theCompany at the principal executive office of the Employer and to Sellers at the address appearingin the personnel records of the Employer for Sellers or to either party at such other address aseither party hereto may hereafter designate in writing to the other. Any such notice shall bedeemed effective upon receipt thereof by the addressee.     9. Tax Withholding. The Company and Sellers acknowledge and agree that Sellers is anemployee of the Company for all purposes hereunder, including, without limitation, for purposes ofcalculating the Company’s withholding tax obligations in connection with any Class B Units becomingVested Units. The Company shall reasonably determine the amount of any Federal, state, local orother income, employment, or other taxes which the Company or any of its subsidiaries or affiliatesmay reasonably be obligated to withhold (giving effect to the immediately preceding sentence) withrespect to the grant, vesting or other event with respect to the Class B Units. In connection withany Class B Units becoming Vested Units, the Company shall withhold from delivery to Sellers anumber of Class B Units that are otherwise becoming
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Vested Units having a fair market value equal to the taxes payable by Sellers in connectionwith such vesting; provided, however, that the foregoing shall only apply as to anyamounts in excess of the minimum withholding required by applicable law (after giving effect to thefirst sentence of this Section 9) only to the extent such withholding would not result inaccounting charges to the Company or any of its affiliates in excess of the accounting chargeswhich would have applied in the absence of such withholding.     10. Choice of Law; Forum. This Agreement will be governed by and construed inaccordance with the laws of the State of Delaware, without giving effect to any choice of law orconflicting provision or rule (whether of the State of Delaware or any other jurisdiction) thatwould cause the laws of any jurisdiction other than the State of Delaware to be applied. Infurtherance of the foregoing, the internal law of the State of Delaware will control theinterpretation and construction of this Agreement, even if under such jurisdiction’s choice of lawor conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.Any proceeding arising out of or relating to this Agreement shall be adjudicated in accordancewith the procedures described in Section 11(g) of the Employment Agreement.     11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDINGDIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TOENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.     12. Class B Units Subject to LP Agreement. By entering into this Agreement Sellersagrees and acknowledges that (i) Sellers has received and read a copy of the LP Agreement and (ii)the Class B Units are subject to the LP Agreement, the terms and provisions of which are herebyincorporated herein by reference. In the event of a conflict between any term or provisioncontained herein and a term or provision of the LP Agreement, the applicable terms and provisionsof this Agreement will govern and prevail. The grant of Class B Units pursuant to this Agreementshall not restrict in any way the adoption of any amendment to the LP Agreement in accordance withthe terms of such agreement. Notwithstanding anything herein to the contrary, the grant of Class BUnits pursuant to this Agreement is subject to Sellers taking actions required by the Company tobecome a party to the LP Agreement.     13. No Right to Continued Service. This Agreement shall not be construed as givingSellers the right to be retained in the employ of, or in any other continuing relationship with,the Employer or any of its affiliates.
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     14. Cooperation. The parties shall cooperate to resolve any disputes as to theinterpretation of this Agreement and the dispute resolution mechanisms set forth in Section 11(g)of the Employment Agreement shall remain applicable.     15. No Limit on Other Compensation Arrangements. Nothing contained in this Agreementshall prevent the Company, the Employer or any of their affiliates from adopting or continuing ineffect other compensation arrangements, which may, but need not, provide for the award of Class BUnits, securities and other types of awards, and such arrangements may be either generallyapplicable or applicable only in specific cases.     16. Amendments. The provisions of this Agreement may not be amended, modified orsupplemented unless consented to in writing by the Company and Sellers.     17. Signature in Counterparts. This Agreement may be signed in counterparts, each ofwhich shall be an original, with the same effect as if the signatures thereto and hereto were uponthe same instrument.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.   /s/ R. Scott Sellers R. Scott Sellers       TISHMAN SPEYER ARCHSTONE-SMITHMULTIFAMILY PARALLEL GUARANTOR I, L.L.C.         /s/ Michael B. Benner   By: Michael B. Benner  Title: Authorized Signatory  
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