**EXHIBIT 10.6**
**CHANGE IN CONTROL AGREEMENT**
     This Change in Control Agreement (the “Agreement”) is entered into as ofthe      day of      , 2002, by and between Archstone-Smith OperatingTrust, a Maryland real estate investment trust (the “Operating Trust”),Archstone-Smith Trust, a Maryland real estate investment trust (“ASN”)(Operating Trust and ASN are sometimes hereinafter collectively referred to asthe “Company”) and **[insert name]**(the “Executive”) under the followingcircumstances:
     A.     The Company wishes to assure itself of the continuity of theExecutive’s services in the event of an actual change in control of theCompany;
     B.     The Company and the Executive accordingly desire to enter into thisAgreement on the terms and conditions set forth below.
     NOW, THEREFORE, in consideration of the promises and mutual covenants setforth herein and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, it is hereby agreed by and betweenthe parties as follows:
       1.     **Term of Agreement**. The term of this Agreement (the “Term”) shallcommence on the date hereof and shall continue through December 31, 2002;provided, however, that on such date and on each December 31 thereafter, theTerm of this Agreement shall automatically be extended for one additional yearunless, not later than sixty (60) days prior to December 31 either party shallhave given notice that such party does not wish to extend the Term; andprovided, further, that if a Change in Control (as defined in Paragraph 3below) shall have occurred during the original or any extended Term of thisAgreement, the Term of this Agreement shall continue for a period of[thirty-six if Tier 1; twenty-four if Tier 2; twelve if Tier 3] calendar monthsbeyond the calendar month in which such Change in Control occurs.
       2.     **Employment After Change in Control**. If the Executive is in the employof the Company on the date of a Change in Control, the Company hereby agrees tocontinue Executive in its employ for the period commencing on the date of theChange in Control and ending on the last day of the Term of this Agreement (the“Employment Period”). During the Employment Period, the Executive shall holdsuch position with the Company and exercise such authority and perform suchduties as are substantially commensurate with the Executive’s position,authority and duties immediately prior to the Change in Control. The Executiveagrees that, during the Employment Period, the Executive shall devote fullbusiness time and attention to the Executive’s duties and perform such dutiesfaithfully and efficiently; provided, however, that nothing in this Agreementshall prevent the Executive from voluntarily resigning from employment upon 30days’ written notice to the Company under circumstances which do not constitutea Termination (as defined in Paragraph 5 below).
       3.     **Change in Control**. For purposes of this Agreement, “Change in Control”means the occurrence of any of the following:
         a.     the shareholders of ASN approve a definitive agreement to merge ASN orthe Operating Trust into or consolidate ASN or the Operating Trust with anotherentity, sell or otherwise dispose of all or substantially all of the assets ofthe Operating Trust, or adopt a plan of liquidation; provided that if themerger, consolidation, sale of assets or liquidation is not consummated for anyreason, then no Change in Control shall be deemed to have occurred; andprovided further, that if the merger, consolidation, sale of assets orliquidation is consummated, then a Change in Control shall be deemed to haveoccurred as of the date of the shareholder approval of such transaction. AChange in Control shall not be deemed to have occurred, however, by reason of atransaction (or a substantially concurrent or otherwise related series oftransactions) (a “Transaction”) upon the completion of which **[75% forcorporate/ 50% for division personnel]**or more of the beneficial ownership ofthe voting power of ASN, the surviving entity or entity directly or indirectlycontrolling ASN or the surviving entity, as the case may be, is held by thesame persons (although not necessarily in the same proportion) as held the“beneficial ownership” (as defined in Rule 13(d)(3) under the Exchange Act) ofthe voting power of ASN immediately prior to the Transaction (except that uponthe completion thereof, employees or employee benefit plans of ASN may be a newholder of such beneficial ownership); provided, however, that in the event thatthe shareholders of ASN immediately prior to the consummation of a Transactionbeneficially own (not giving effect to any shares beneficially owned by suchpersons in any party to the Transaction other than ASN) less than **[75% forcorporate/ 50% for division personnel]**of the voting power of ASN, thesurviving entity or entity directly or indirectly controlling ASN or thesurviving corporation, as the case may be, immediately after the consummationof the Transaction, then a Change in Control shall be deemed to have occurred.A transaction with an “Affiliate” of ASN (as defined in the Securities ExchangeAct of 1934, as amended (the “Exchange Act”)) shall not be treated as a Changein Control; or,
 

 

         b.     the beneficial ownership of securities representing **[25% for corporate/50% for division personnel]**or more of the combined voting power of the ASN isacquired, other than from ASN, by any “person” as defined in Sections 13(d) and14(d) of the Exchange Act (other than by any trustee or other fiduciary holdingsecurities under an employee benefit plan or other similar stock plan of ASN);or
         c.     at any time during any period of two consecutive years, individuals whoat the beginning of such period were members of the Board of Trustees of ASNcease for any reason to constitute at least a majority thereof (unless theelection, or the nomination for election by ASN’s shareholders, of each newTrustee was approved by a vote of at least two-thirds of the Trustees still inoffice at the time of such election or nomination who were trustees at thebeginning of such period).
       4.     **Compensation During the Employment Period**. During the EmploymentPeriod, the Executive shall be compensated as follows:
         a.     The Executive shall receive an annual salary which is not less than hisor her annual salary immediately prior to the Employment Period and shall beeligible to receive an increase in annual salary which is not materially lessfavorable than the greater of (i) the average percentage increases in salaryfor the Company’s other executives with comparable duties and responsibilities;and, (ii) the annual percentage increase provided to the Executive for the yearimmediately prior to the Employment Period;
         b.     the Executive shall be eligible to participate in short-term andlong-term cash-based incentive compensation plans which provide bonusopportunities which are not materially less favorable to the Executive than thegreater of (i) the opportunities provided to the Company’s other executiveswith comparable duties and responsibilities; and, (ii) the opportunitiesprovided to the Executive under all such plans in which the Executive wasparticipating prior to the Employment Period;
         c.     the Executive shall be eligible to participate in stock option,performance awards, restricted stock and other equity-based incentivecompensation plans (the “Plans”) on a basis not materially less favorable tothe Executive than the greater of the Plans available (i) to the Executiveimmediately prior to the Employment Period, or (ii) to other executives of theCompany with comparable duties and responsibilities; and,
         d.     the Executive shall be eligible to receive employee benefits(including, but not limited to, tax-qualified and nonqualified savings planbenefits, medical insurance, disability income protection, life insurancecoverage and death benefits) and perquisites which are not materially lessfavorable to the Executive than the greater of (i) the employee benefits andperquisites provided to the Company’s other executives with comparable dutiesand responsibilities, or (ii) the employee benefits and perquisites to whichthe Executive would be entitled under the Company’s employee benefit plans andperquisites as in effect immediately prior to the Employment Period.
       5.     **Termination.** For purposes of this Agreement, the term “Termination”shall mean termination of the employment of the Executive during the EmploymentPeriod (i) by the Company, for any reason other than death, Disability (asdefined below) or Cause (as described below), or (ii) by resignation of theExecutive upon the occurrence of one or more of the following events:
         a.     a material adverse change in the nature or scope of the Executive’s[title if for Tier 1 or 2], position, authorities or duties;
         b.     a breach by the Company of any of the subparagraphs of Paragraph 4above, or the breach by the Company of any other provision of this Agreement;
         c.     the relocation of the Executive’s office to a location more than thirtymiles from the location of the Executive’s office immediately prior to theEmployment Period; or
         d.     the failure of the Company to obtain a satisfactory agreement from anysuccessor to assume and agree to perform this Agreement, to the extent requiredunder the provisions of Paragraph 20 below.
     In the case of a Termination initiated by the Company, the date of theExecutive’s Termination shall be the date specified by the Company in itsnotice of termination delivered to the Executive. In the case of a Terminationby the
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Executive for any of the reasons noted in subparagraphs a, b, c, or d of thisParagraph 5, the date of the Executive’s Termination shall be the resignationdate specified by the Executive in his or her written notice delivered to theCompany. Any notice delivered under this Paragraph 5 will comply with therequirements of Paragraph 17 below.
     For purposes of this Agreement, the Executive shall be considered to havea “Disability” during the period in which the Executive is unable, by reason ofa medically determinable physical or mental impairment (determined by aphysician selected by the Executive), to engage in the material and substantialduties of his or her regular occupation, which condition is expected to bepermanent.
     For purposes of this Agreement, “Cause” means, in the reasonable judgmentof the Board of Trustees of ASN, (i) the willful and continued failure by theExecutive to substantially perform the Executive’s duties with the Company,after written notification by the Company of such failure, (ii) the willfulengaging by the Executive in conduct which is demonstrably injurious to theCompany, monetarily or otherwise, or (iii) the engaging by the Executive inegregious misconduct involving serious moral turpitude. For purposes of thisAgreement, no act, or failure to act, on the Executive’s part shall be deemed“willful” unless done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that such action was in the best interestof ASN.
       6.     **Severance Payments**. Subject to the provisions of Paragraph 9 below, inthe event of a Termination described in Paragraph 5 above, in lieu of theamount otherwise payable under Paragraph 4 above, the Executive shall continueto receive, at the Company’s expense, medical insurance, disability incomeprotection (to the extent that the Executive is employed in a position thatrenders such coverage obtainable), life insurance coverage and death benefits,and perquisites in accordance with Subparagraph 4(d) above for a period of**[insert 12, 24 or 36 months]**after the date of Termination, and shall beentitled to a lump sum payment in cash no later than ten (10) business daysafter the date of Termination equal to the sum of:
         a.     the Executive’s unpaid salary, accrued vacation pay and unreimbursedbusiness expenses through and including the date of Termination;
         b.     an amount equal to **[insert 1, 2 or 3]**times the Executive’s thencurrent annual salary rate plus an amount equal to **[insert 1,2 or 3]**times thegreater of (i) the Executive’s target bonus for the year in which Terminationoccurs, determined on the basis of the highest applicable performance targetshaving been met; or (ii) the actual bonus paid in the year prior to the year inwhich Termination occurs, provided that such bonus shall be annualized if theExecutive was not employed by the Company for the entirety of such performanceperiod. If any portion of such bonus payment is deferred, the determination ofthe bonus shall be made based upon what the bonus amount would have been forthe applicable period in the absence of such deferral; and
         c.     an amount equal to the target bonus that would be paid to the Executivefor the year of Termination if the highest applicable performance targets weremet, prorated through the date of Termination.
     Except as may be otherwise specifically provided in an amendment of thisAgreement adopted in accordance with Paragraph 22, in the event of aTermination during the Employment Period, the Executive shall not be eligibleto receive any benefits that may be otherwise payable to or on behalf of theExecutive pursuant to the terms of any severance pay arrangement of the Company(or any Affiliate of the Company), including any arrangement of the Company (orany Affiliate of the Company) providing benefits upon involuntary terminationof employment.
       7.     **Deferred Compensation Plans**.
         a.     For purposes of this Paragraph, “deferred compensation plans” shallmean all nonqualified deferred compensation plans presently maintained by theCompany or adopted in the future by the Company. If a Change in Control occursduring the original or any extended Term of this Agreement, the Company shall,within thirty (30) days after the date of such Change in Control, establish a“rabbi trust” and transfer to such “rabbi trust” an amount of cash sufficientto provide all benefits accrued by the Executive under all deferredcompensation plans. Thereafter, the Company will, at least quarterly, transferto the “rabbi trust” an amount of cash sufficient to provide any additionalbenefits accrued by the Executive under all deferred compensation plans.
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         b.     In the event of a Termination as set forth in Paragraph 5 above (andonly in the event of such Termination): any election by the Executive as to theform of payment of benefits under any deferred compensation plan that is madewithin thirty (30) days after the date of Change in Control, and before theExecutive is entitled to such benefits, will be given effect, whether or notsuch election was on file at least twelve (12) months prior to suchTermination.
       8.     **Share Awards**. In the event of a Termination as set forth in Paragraph5 above, the restrictions on any outstanding share awards (includingnonqualified options, incentive share options, matching share options,purchased shares, restricted share units and performance units) granted toExecutive under any incentive plan or arrangement shall lapse and such shareawards shall become 100% vested, and all other awards granted to Executiveshall become immediately exercisable and shall become 100% vested. Theexpiration date of Executive’s share options shall be the three-monthanniversary of the date of the Termination as set forth in Paragraph 5 above.The provisions of this Paragraph 8 shall be controlling over any inconsistentprovisions set forth in any share award agreement.
       9.     **Make-Whole Payments**. Subject to the following three sentences, if anypayment or benefit to which the Executive is entitled, whether under thisAgreement or otherwise, in connection with a Change in Control or theExecutive’s termination of employment (a “Payment”) is subject to any tax undersection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), orany similar federal or state law (an “Excise Tax”), the Company shall pay tothe Executive an additional amount (the “Make Whole-Amount”) which is equal to(i) the amount of the Excise Tax, plus (ii) the aggregate amount of anyinterest, penalties, fines or additions to any tax that are imposed inconnection with such Excise Tax, plus (iii) all income, excise and otherapplicable taxes imposed on the Executive under the laws of any Federal, stateor local government or taxing authority by reason of the payments requiredunder clause (i) and clause (ii) and this clause (iii). Such Make Whole-Amountwill not be paid to the Executive if the Payment is less than ten (10) percentabove the maximum amount that may be paid without incurring Excise Tax. In theevent that the Payment is greater than the maximum amount that may be paidwithout incurring Excise Tax, but less than 10 percent greater than the maximumamount, then the Payment shall be capped at the maximum amount that may be paidwithout incurring Excise Tax. In such event, the cash severance paymentsprovided in Paragraph 6 above and/or the outplacement services provided inParagraph 10 below, at the Executive’s election, shall be reduced to a levelthat results in the total Payment being equal to the maximum amount that may bepaid without incurring Excise Tax.
         a.     For purposes of determining the Make-Whole Amount, the Executive shallbe deemed to be taxed at the highest marginal rate under all applicable local,state, federal and foreign income tax laws for the year in which the Make-WholeAmount is paid. The Make-Whole Amount payable with respect to an Excise Taxshall be paid by the Company coincident with the Payment with respect to whichsuch Excise Tax relates.
         b.     All calculations under this Paragraph 9 shall be made initially by theCompany and the Company shall provide prompt written notice thereof to theExecutive to enable the Executive to timely file all applicable tax returns.Upon request of the Executive, the Company shall provide the Executive withsufficient tax and compensation data to enable the Executive or his tax advisorto independently make the calculations described in subparagraph (a) above andthe Company shall reimburse the Executive for reasonable fees and expensesincurred for any such verification.
         c.     If the Executive gives written notice to the Company of any objectionto the results of the Company’s calculations within sixty (60) days of theExecutive’s receipt of written notice thereof, the dispute shall be referredfor determination to tax counsel selected by the independent auditors of theCompany (“Tax Counsel”). The Company shall pay all reasonable fees andexpenses of such Tax Counsel. Pending such determination by Tax Counsel, theCompany shall pay the Executive the Make-Whole Amount as determined by theCompany in good faith. The Company shall pay the Executive any additionalamount determined by Tax Counsel to be due under this Paragraph 9 (togetherwith interest thereon at a rate equal to 120% of the Federal short-term ratecompounded daily determined under section 1274(d) of the Code) promptly aftersuch determination.
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         d.     The determination by Tax Counsel shall be conclusive and binding uponall parties unless the Internal Revenue Service, a court of competentjurisdiction, or such other duly empowered governmental body or agency (a “TaxAuthority”) determines that the Executive owes a greater or lesser amount ofExcise Tax with respect to any Payment than the amount determined by TaxCounsel.
         e.     If a Taxing Authority makes a claim against the Executive which, ifsuccessful, would require the Company to make a payment under this Paragraph 9,the Executive agrees to contest the claim, with counsel reasonably satisfactoryto the Company, on request of the Company, subject to the following conditions:
           (1)  The Executive shall notify the Company of any such claim within ten(10) days of becoming aware thereof. In the event that the Company desires theclaim to be contested, it shall promptly (but in no event more than thirty (30)days after the notice from the Executive or such shorter time as the TaxingAuthority may specify for responding to such claim) request the Executive tocontest the claim. The Executive shall not make any payment of any tax whichis subject of the claim before the Executive has given the notice or during thethirty (30) day period thereafter unless the Executive receives writteninstructions from the Company to make such payment together with an advance offunds sufficient to make the requested payment plus any amounts payable underthis Paragraph 9 determined as if such advance were an Excise Tax, in whichcase the Executive will act promptly in accordance with such instructions.
           (2)  If the Company so requests, the Executive will contest the claim byeither paying the tax claimed and suing for a refund in the appropriate courtor contesting the claim in the United States Tax Court or other appropriatecourt, as directed by the Company; provided, however, that any request by theCompany for the Executive to pay the tax shall be accompanied by an advancefrom the Company to the Executive of funds sufficient to make the requestedpayment plus any amounts payable under this Paragraph 9 determined as if suchadvance were an Excise Tax. If directed by the Company in writing, theExecutive will take all action necessary to compromise or settle the claim, butin no event will the Executive compromise or settle the claim or cease tocontest the claim without the written consent of the Company; provided,however, that the Executive may take any such action if the Executive waives inwriting his right to a payment under this Paragraph 9 for any amounts payablein connection with such claim. The Executive agrees to cooperate in good faithwith the Company in contesting the claim and to comply with any reasonablerequest from the Company concerning the contest of the claim, including thepursuit of administrative remedies, the appropriate forum for any judicialproceedings, and the legal basis for contesting the claim. Upon request of theCompany, the Executive shall take appropriate appeals of any judgment ordecision that would require the Company to make a payment under this Paragraph9. Provided that the Executive is in compliance with the provisions of thisparagraph, the Company shall be liable for and indemnify the Executive againstany loss in connection with, and all costs and expenses, including attorneys’fees, which may be incurred as a result of, contesting the claim, and shallprovide to the Executive, within ten (10) days after each written requesttherefor by the Executive, cash advances or reimbursement for all such costsand expenses actually incurred or reasonably expected to be incurred by theExecutive as a result of contesting the claim.
         f.     Should a Tax Authority finally determine that an additional Excise Taxis owed, then the Company shall pay an additional Make-Whole Amount to theExecutive in a manner consistent with this Paragraph 9 with respect to anyadditional Excise Tax and any assessed interest, fines, or penalties. If anyExcise Tax as calculated by the Company or Tax Counsel, as the case may be, isfinally determined by a Tax Authority to exceed the amount required to be paidunder applicable law, then the Executive shall repay such excess to the Companywithin thirty (30) days of such determination; provided that such repaymentshall be reduced by the amount of any taxes paid by the Executive on suchexcess which is not offset by the tax benefit attributable to the repayment.
       10.     **Outplacement Services**. If the Executive’s Termination occurs duringthe Employment Period, the Company shall provide to the Executive, at theExecutive’s election, outplacement services of an experienced firm, selected bythe Company and acceptable to the Executive, located not more than thirty milesfrom the location of Executive’s office immediately prior to the EmploymentPeriod, provided that the cost of such services shall not exceed [$20,000 iftier 1; $15,000 if tier 2; $10,000 if tier 3] and such services shall notextend beyond twelve (12) months from the date of Executive’s Termination.
       11.     **Deductions and Withholding**. All payments to the Executive under thisAgreement will be subject to applicable deductions and withholding of state andfederal taxes.
       12.     **Confidentiality, Non-Solicitation and Non-Competition**. The Executiveagrees that:
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         a.     Except as may be required by the lawful order of a court or agency ofcompetent jurisdiction, or except to the extent that the Executive has theexpress written authorization from the Company, the Executive agrees to keepsecret and confidential both prior to and following any Termination allnon-public information concerning the Company or any entity in which the ASN orthe Operating Trust has a 25% or greater ownership interest (“Company-RelatedEntity”) which was acquired by or disclosed to Executive during the course ofExecutive’s employment with the Company or any Company-Related Entitycontrolled by the Operating Trust or ASN, and not to disclose the same, eitherdirectly or indirectly, to any other person, firm or business entity or to useit in any way.
         b.     While the Executive is employed by the Company or Company-RelatedEntity and for a period of one year after the date the Executive terminatesemployment for any reason, the Executive covenants and agrees that Executivewill not, whether for Executive or for any other person, business, partnership,association, firm, company or corporation, initiate contact with, solicit,divert or take away any of the customers (entities or individuals from whichthe Company or any Company-Related Entity receives rents or payments forservices) of the Company or any Company-Related Entity or employees of theCompany or any Company-Related Entity in existence from time to time duringExecutive’s employment with the Company or any Company-Related Entity and atthe time of such initiation, solicitation or diversion.
         c.     While the Executive is employed by the Company or any Company- RelatedEntity, the Executive covenants and agrees that Executive will not, directly orindirectly, engage in, assist, perform services for, plan for, establish oropen, or have any financial interest (other than (i) ownership of 1% or less ofthe outstanding stock of any corporation listed on the New York or AmericanStock Exchange or included in the National Association of Securities DealersAutomated Quotation System, or (ii) ownership of securities in any entityaffiliated with the Company) in any person, firm, corporation, or businessentity (whether as an employee, officer, director or consultant) that engagesin the acquisition, disposition, operation, development, management orfinancing of multifamily communities.
     **The Executive acknowledges that the Company would be irreparably injuredby a violation of this Paragraph 12 and the Executive agrees that the Company,in addition to any other remedies available to it for such breach or threatenedbreach, shall be entitled to a preliminary injunction, temporary restrainingorder, or other equivalent relief, restraining the Executive from any actual orthreatened breach of this Paragraph 12. The Company may seek this remedy inany court of competent jurisdiction, without regard to Paragraph 13(Arbitration of All Disputes) of this Agreement. If a bond is required to beposted in order for the Company to secure an injunction or other equitableremedy, the parties agree that said bond need not be more than a nominal sum.**
       13.     **Arbitration of All Disputes**. Except as provided in Paragraph 12above, any controversy or claim arising out of or relating to this Agreement orthe breach thereof shall be settled by arbitration in Denver, Colorado, inaccordance with the laws of the State of Colorado, by three arbitratorsappointed by the parties. If the parties cannot agree within 30 days on theappointment of the arbitrators, one shall be appointed by the Company and oneby the Executive, and the third shall be appointed by the first twoarbitrators. If the first two arbitrators cannot agree on the appointment of athird arbitrator within 10 days, then the third arbitrator shall be appointedby the Chief Judge of the United States Court of Appeals for the Tenth Circuit.The arbitration shall be conducted in accordance with the rules of theAmerican Arbitration Association, except with respect to the selection ofarbitrators, which shall be as provided in this Paragraph 13. Judgment uponthe award rendered by the arbitrators may be entered in any court havingjurisdiction thereof. In the event that the Executive determines that it iseither necessary or desirable for the Executive to retain legal counsel orincur other costs and expenses in connection with enforcement of his or herrights under this Agreement, the Company shall pay the Executive’s reasonableattorneys’ fees and costs and expenses in connection with enforcement of his orher rights (including the enforcement of any arbitration award in court).Payments shall be made to the Executive at the time such fees, costs andexpenses are incurred. If, however, the arbitrators shall determine that,under the circumstances, payment by the Company of all or any part of any suchfees, costs and expenses would be unjust, the Executive shall repay such amountto the Company in accordance with the order of the arbitrators. Any award ofthe arbitrators shall include interest at a rate or rates considered just underthe circumstances by the arbitrators.
       14.     **Mitigation and Set-Off**. The Executive shall not be required tomitigate the amount of any payment provided for in this Agreement by seekingother employment or otherwise. The Company shall not be entitled to set-offagainst the amounts payable to the Executive under this Agreement any amountsearned by the Executive in other employment after Termination of his or heremployment with the Company, or any amounts which might have been earned by theExecutive in other employment had he or she sought such other employment.
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       15.     **Additional Provisions Relating to Termination**. If the Executive’sTermination occurs during the Employment Period, then, subject to the terms andconditions of this Agreement, during the period beginning on the date ofdelivery of a notice of Termination, and ending on the date of Termination, theExecutive shall continue to perform theduties as an employee, and shall also perform such services for theCompany as are necessary and appropriate for a smooth transition to theExecutive’s successor, if any. Notwithstanding the foregoing provisions ofthis paragraph, the Company may suspend the Executive from performing duties asan employee following the delivery of a notice of Termination providing for theExecutive’s resignation, or delivery by the Company of a notice of Terminationproviding for the Executive’s termination of employment for any reason;provided, however, that during the period of suspension (which shall end on theExecutive’s date of Termination), the Executive shall continue to be treated asemployed by the Company for other purposes, and the Executive’s rights tocompensation or benefits shall not be reduced by reason of the suspension.
     The Executive agrees that, for a reasonable period after the Executive’sTermination, the Executive will assist the Company and all Company-RelatedEntities in defense of any claims that may be made against the Company or anyCompany-Related Entity, and will assist the Company and any Company-RelatedEntity in the prosecution of any claims that may be made by the Company or anyCompany-Related Entity, to the extent that such claims may relate to servicesperformed by the Executive for the Company or any such Company-Related Entity.The Executive agrees to promptly inform the Company if the Executive becomesaware of any lawsuits involving such claims that may be filed against theCompany or any Company-Related Entity. The Company agrees to provide legalcounsel to the Executive in connection with such assistance (to the extentlegally permitted), and to reimburse the Executive for all of the Executive’sreasonable out-of-pocket expenses associated with such assistance, includingtravel expenses. The Company agrees to provide reasonable compensation to theExecutive for such assistance. The Executive also agrees to promptly informthe Company if asked to assist in any investigation of the Company or anyCompany-Related Entity (or their actions) that may relate to servicesperformed by the Executive for the Company or any Company-Related Entity,regardless of whether a lawsuit has then been filed against the Company or anyCompany-Related Entity with respect to such investigation.
       16.     **Non-Disparagement.**While employed by the Company, and after the dateof Termination, the Executive agrees to not make any false, defamatory ordisparaging statements about the Company, or the officers or directors of theCompany that are reasonably likely to cause damage to the Company, or theofficers or directors of the Company. While the Executive is employed by theCompany, and after the date of Termination, the Company agrees that neither theofficers nor the Trustees of the Company shall make any false, defamatory ordisparaging statements about the Executive that are reasonably likely to causedamage to the Executive.
       17.     **Notices**. Subject to the provisions of this Agreement, either theCompany or the Executive may terminate the employment relationship upon no lessthan thirty (30) days’ notice to the other party. Any notices, requests,demands or other communications provided for by this Agreement shall besufficient if in writing and if sent by hand delivery or registered, certified,or overnight mail to the Executive at the last address Executive has filed inwriting with the Company or, in the case of the Company, to the attention ofthe Secretary of the Company, at its principal executive offices.
       18.     **Binding Effect; Assignment**. The Executive shall not have any right topledge, hypothecate, or in any way create a lien upon any amounts providedunder this Agreement, and no benefits payable hereunder shall be assignable inanticipation of payment, either by voluntary or involuntary acts, or byoperation of law. Nothing in this paragraph shall limit the Executive’s rightsor powers to dispose of his or her property by will, or limit any rights orpowers which his or her executor or administrator would otherwise have. ThisAgreement shall inure to the benefit of and be enforceable by the Executive’spersonal or legal representatives, executors, administrators, successors,heirs, distributees, devisees, and legatees. If the Executive should die whileany amount is still payable to the Executive hereunder had the Executivecontinued to live, all such amounts shall be paid in accordance with the termsof this Agreement to the Executive’s devisee, legatee, or other designee, or ifthere is no such designee, to the Executive’s estate.
       19.     **Governing Law**. The provisions of this Agreement shall be construed inaccordance with the laws of the State of Colorado, without application ofconflict of laws provisions thereunder.
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       20.     **Successors.**This Agreement shall be binding upon and inure to thebenefit of the Company, and any successor to ASN and/or the Operating Trust.The Company shall require any successor, whether direct or indirect, bypurchase, merger, consolidation or otherwise, and whether to all orsubstantially all of the business and/or assets of ASN and/or the OperatingTrust, to expressly assume and agree to perform the obligations of thisAgreement, unless such assumption occurs automatically as a matter of law. Ifa written assumption is required under the preceding sentence, suchassumption shall require the successor company to perform this Agreement in thesame manner and to the same extent that the Company would be required toperform it if no succession had taken place.
       21.     **Employment Status**. Nothing in this Agreement shall be deemed tocreate an employment agreement between the Company and the Executive providingfor the employment of the Executive for any fixed period of time. TheExecutive’s employment is terminable at will by the Company of the Executive,meaning either party may terminate the employment relationship at any time,with or without Cause, subject in the event of a Termination, as defined inthis Agreement, to (i) the notice provisions of Paragraph 2, 5, and 15, and(ii) the Company’s obligations to provide severance payments as required byParagraph 6, the election rights of the Executive set forth in Paragraph 7(b)and the modifications to any outstanding awards set forth in Paragraph 8. Upontermination of the Executive’s employment prior to the date of a Change inControl, the Executive shall have no further rights under this Agreement.
     Except as otherwise specifically provided in this Agreement, nothing inthis Agreement shall be construed to affect the Company’s right to modify theExecutive’s position or duties, compensation, or other terms of employment.This Agreement shall not be construed to require the Company to provide anycompensation, benefits, or other rights under Paragraph 6 if the Executive’semployment is terminated outside the Employment Period. Nothing in thisAgreement shall be construed to require the Company or any other person to takesteps or not take steps (including, without limitation, the giving orwithholding of consents) that would result in a Change in Control.
       22.     **Amendments and Waivers.**This Agreement may not be modified or amendedexcept by an instrument or instruments in writing signed by the party againstwhom enforcement or any such modification or amendment is sought. Either partyhereto may, by an instrument in writing, waive compliance by the other partywith any term or provision of this Agreement on the part of such other partyhereto to be performed or complied with. The waiver by any party hereto of abreach of any term or provision of this Agreement shall not be construed as awaiver of any subsequent breach.
       23.     **Severability.**In the event that any provision or portion of thisAgreement shall be determined to be invalid or unenforceable for any reason,the remaining provisions of this Agreement shall be unaffected thereby andshall remain in full force and effect.
       24.     **Counterparts.**This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original, but all of whichtogether shall constitute one and the same agreement.
[Signatures are on following page]
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**SIGNATURE PAGE TO**
**CHANGE IN CONTROL AGREEMENT**
     IN WITNESS WHEREOF, the Executive has hereunto set his hand and, pursuantto the authorization from its Board of Trustees, the Trust has caused thesepresents to be executed in its name and on its behalf, all as of the day andyear first above written.       [Insert name]     [Insert title]        ARCHSTONE-SMITH TRUST        By:    Name:    Title:             ARCHSTONE-SMITH  OPERATING TRUST        By:    Name:    Title:  
**SCHEDULE TO CHANGE IN CONTROL AGREEMENT**
The following persons have executed Change in Control Agreements withArchstone-Smith, which Agreements are in the same form as is set forth inExhibit 10.7, with the only differences being those provisions noted in suchform which vary based upon whether the individual is a Tier 1 Executive or aTier 2 Executive.
**TIER 1 EXECUTIVES**: R. Scot Sellers, Chairman and Chief Executive Officer, is aTier 1 Executive for purposes of the Change in Control Agreement.
**TIER 2 EXECUTIVES**: J. Lindsay Freeman, Chief Operating Officer, Charles E.Mueller, Jr., Chief Financial Officer, Richard A. Banks, PresidentWest Region, and Dana K. Hamilton,Executive Vice President, are Tier 2 Executives for purposes of the Change in ControlAgreements.