ex_10-1.htm

                                                                                       [Executives]   

    


     

    ESSEX
      PROPERTY TRUST, INC.

    ESSEX
      PORTFOLIO, L.P.

    2007
      OUTPERFORMANCE PLAN

    AWARD
      AGREEMENT

     

    Name
      of
      Grantee:    (“Grantee”)

    No. of
      LTIP Units:

    Participation
      Percentage:

    Grant
      Date:         ____________________,
      2007

     

    RECITALS

     

    A.  The
      Grantee is an executive of Essex Property Trust, Inc., a Maryland corporation
      (the “Company”), which is the general partner of Essex Portfolio, L.P., a
      California limited partnership through which the Company conducts substantially
      all of its operations (“EPLP”).

     

    B.  EPLP
      has
      adopted the 2007 Outperformance Plan (the “Outperformance Plan”) to provide the
      Company’s executives with incentive compensation.  The Outperformance Plan
      was adopted effective as of December 4, 2007 by the Board of Directors of the
      Company (the “Board”). The Board has delegated to the Compensation Committee of
      the Board (the “Committee”) the authority to administer the Outperformance Plan,
      including the authority to grant LTIP Units (as defined herein).  This
      award agreement (this “Agreement”) evidences an award to the Grantee under the
      Outperformance Plan (the “Award”), which is subject to the terms and conditions
      set forth herein.

     

    C.  The
      Grantee was selected by the Committee to receive the Award.  The
      Committee, effective as of December 4, 2007, caused EPLP to (1) issue to
      the Grantee the number of LTIP Units (as defined herein) set forth above and
      (2) to award the Grantee the percentage of the Outperformance Pool (as
      defined herein) set forth above.

     

    NOW,
      THEREFORE, the Company, EPLP and the Grantee agree as
      follows:

     

    1.  Administration.  The
      Outperformance Plan and all awards thereunder, including this Award, shall
      be
      administered by the Committee, which in the administration of the Outperformance
      Plan shall have all the powers and authority it has in the administration of
      the
      2004 Plan as set forth in the 2004 Plan.

     

    2.  Definitions.  Capitalized
      terms used herein without definitions shall have the meanings given to those
      terms in the 2004 Plan. In addition, as used herein:

     

    “2004
      Plan” means the Essex Property Trust, Inc. 2004 Stock Incentive Plan, as
      amended, modified or supplemented from time to time.

    
      
         

      

      
         

        
          

        

      

    

    “Additional
      Share Baseline Value” means, with respect to an Additional Share, the gross
      proceeds received by the Company or EPLP upon the issuance of such Additional
      Share, which amount shall be deemed to equal the price to the public if such
      Additional Share is issued in a public offering or, if such Additional Share
      is
      issued in exchange for assets or upon the acquisition of another entity, the
      cash value imputed to such Additional Share for purposes of such transaction
      by
      the parties thereto, as determined by the Committee, or, if no such value can
      be
      imputed, the Common Stock Price on the date of issuance.

     

    “Additional
      Shares” means (without double counting) the sum of (A) the number of shares
      of Common Stock plus (B) the product of the Conversion Factor then in effect
      multiplied by the number of Units (other than those issued to the Company),
      in
      the case of each (A) and (B), to the extent issued after December 4, 2007 and
      on
      or before the Valuation Date in a capital raising transaction, in exchange
      for
      assets or upon the acquisition of another entity, but specifically excluding,
      without limitation, (i) shares of Common Stock issued upon exercise of stock
      options or upon the exchange (directly or indirectly) of Z Units or other Units
      issued to employees, non-employee directors, consultants, advisors or other
      person or entities as incentive compensation, (ii) restricted shares of Common
      Stock issued to employees or other persons or entities in exchange for services
      provided to the Company, (iii) currently unvested restricted shares of Common
      Stock awarded to employees or other person or entities in exchange for services
      provided as they become vested, (iv) Common Units issued upon conversion
      of

    Z
      Units
      or other Units issued to employees, non-employee directors, consultants,
      advisors or other persons or entities as compensation, and (v) Z Units or other
      Units issued to employees, non-employee directors, consultants, advisors or
      other persons or entities as compensation.

    


     “Agreement”
      has the meaning set forth in Recital B.

     

    “Award”
      has the meaning set forth in Recital B.

     

    “Award
      LTIP Units” has the meaning set forth in Section 3
      hereof.

     

    “Baseline”
      means, as of the Valuation Date, an amount representing (a) the Baseline
      Value, multiplied by (I) the Initial Shares less any Initial Shares that have
      been redeemed or retired between December 4, 2007 and the Valuation Date, and
      (II) the sum of 100% plus the Target Return Percentage, plus
      (b) with respect to each Additional Share that has not been redeemed or
      retired prior to the Valuation Date, the product of (I) the Additional Share
      Baseline Value of such Additional Share, multiplied by (II) the sum of
      (A) 100% plus (B) the product of the Target Return Percentage,
      multiplied by a fraction the numerator of which is the number of days prior
      to
      and including such Valuation Date during which such Additional Share has been
      outstanding and the denominator of which is the number of days from and
      including December 4, 2007 to and including the Measurement Date;
provided, that if the Valuation Date occurs prior to December 3, 2010
      (other than as a result of clause (iii) of the definition of the Valuation
      Date), then for purposes of this definition in connection with the calculation
      of the Outperformance Pool as of the Valuation Date, the Measurement Date shall
      be the Valuation Date and the Target Return Percentage shall be multiplied
      by
      the Fraction.

     

    “Baseline
      Value” means $98.91, which is the per share closing price of the Common
      Stock on the Effective Date.

    
      
         

      

      
        2

        
          

        

      

    

    “Board”
      has the meaning set forth in Recital B.

     

    “Change
      of Control” has the meaning assigned to it in the Seventh Amendment to the
      Partnership Agreement.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended.

     

    “Committee”
      has the meaning set forth in Recital B.

     

    “Common
      Stock” means the Company’s Common Stock, par value $0.0001 per share, either
      currently existing or authorized hereafter.

     

    “Common
      Stock Price” means, as of a particular date, the average of the Fair Market
      Values of one share of the Common Stock for the twenty (20) days ending on,
      and
      including, such date (or, if such date is not a trading day, the most recent
      trading day immediately preceding such date); provided, however, that
      if such date is the date upon which a Change of Control occurs, the Common
      Stock
      Price as of such date shall be equal to the fair market value in cash, as
      determined by the Committee, of the total consideration paid or payable in
      the
      transaction resulting in the Change of Control for one share of Common
      Stock.

     

    “Common
      Unit” has the meaning assigned to it in the Partnership
      Agreement.

     

    “Company”
      has the meaning set forth in Recital A.

     

    “Conversion
      Factor” has the meaning given to that term in the Partnership
      Agreement.

     

    “Disability”
      has the meaning given to that term in the 2004 Plan.

     

     “Effective
      Date” means December 4, 2007.

     

    “EPLP”
      has the meaning set forth in Recital A.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Fair
      Market Value” has the meaning given to that term in the 2004
      Plan.

     

    “Family
      Member” of a Grantee, means the Grantee’s child, stepchild, grandchild,
      parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
      or
      sister-in-law, including adoptive relationships, any person sharing the
      Grantee’s household (other than a tenant of the Grantee), a trust in which these
      persons (or the Grantee) have more than 50 percent of the beneficial interest,
      a
      foundation in which these persons (or the Grantee) control the management of
      assets, and any other entity in which these persons (or the Grantee) own more
      than 50 percent of the voting interests.

     

    “Fraction”
      means the number of whole calendar months that have elapsed between the
      Effective Date and the Valuation Date divided by 36.

    
      
         

      

      
        3

        
          

        

      

    

    “Initial
      Shares” means   shares of Common Stock and Units (other
      those held by the Company, with the number of Units multiplied by the Conversion
      Factor in effect as of the Effective Date) which are deemed to be outstanding
      as
      of the Effective Date.  For the avoidance of doubt, such number
      excludes (i) shares of Common Stock issuable upon exercise of stock options
      or
      upon the exchange (directly or indirectly) of Z Units or other Units issued
      to
      employees, non-employee directors, consultants, advisors or other persons or
      entities as incentive compensation, (iii) currently unvested restricted shares
      of Common Stock awarded to employees or other persons or entities in exchange
      for services provided to the Company, and (iv) Z Units or other Units issued
      to
      employees, non-employee directors, consultants, advisors or other persons or
      entities as incentive compensation.

     

    “LTIP
      Units” means an LTIP Unit of limited partnership interest in EPLP with the
      rights set forth in the Partnership Agreement and issued pursuant to this
      Agreement as profits interests under the Outperformance Plan.

     

    “Maximum
      Outperformance Pool Amount” means, as of the Valuation Date, $25,000,000,
      multiplied by the Total Participation Percentage as of the Valuation
      Date.

     

    “Measurement
      Date” means December 3, 2010, except as otherwise defined for purposes of
      the definition of Baseline in certain circumstances, as described in such
      definition.

     

    “OPP
      Unit Equivalent” has the meaning set forth in Section 3
      hereof.

     

    “Outperformance
      Plan” has the meaning set forth in Recital B.

     

    “Outperformance
      Pool” means, as of the Valuation Date, a dollar amount calculated as
      follows: subtract the Baseline from the Total Return, in each case as of such
      Valuation Date, and multiply the resulting amount (or, if the resulting amount
      would be negative, zero) by 10%; provided, however, that in no event
      shall the Outperformance Pool as of such Valuation Date exceed the Maximum
      Outperformance Pool Amount as of such Valuation Date. 

     

    “Participation
      Percentage” means, as of the Valuation Date, the Grantee’s share of the
      Outperformance Pool as set forth above in the recitals in this
      Agreement.

     

    “Partnership
      Agreement” means the First Amended and Restated Agreement of Limited
      Partnership of EPLP, entered into as of September 30, 1997, among the Company
      and the limited partner party thereto, as amended from time to
      time.

     

    “Partnership
      Units” means Partnership Units as such term is defined in the Partnership
      Agreement.

     

    “Securities
      Act” shall mean the Securities Act of 1933, as amended.

     

    “Target
      Return Percentage” means 30%, except as otherwise defined for purposes of
      the definition of Baseline in certain circumstances, as described in such
      definition.

     

    “Total
      Participation Percentage” means the aggregate initial participation
      percentage of all awards granted and not forfeited under the Outperformance
      Plan.

    
      
         

      

      
        4

        
          

        

      

    

    “Total
      Return” means (without double counting), as of a particular date, an amount
      equal to the sum of (a) the Total Shares, multiplied by the Common Stock
      Price as of such date, plus (b) an amount equal to the sum of the total of
      all dividends and other distributions actually paid between December 4, 2007
      and
      such date (excluding dividends and distributions paid in the form of additional
      shares of Common Stock or Units), in respect of (i) the Initial Shares and
      (ii)
      the Additional Shares if and to the extent such Additional Shares were
      outstanding on the record date with respect to the applicable dividend or
      distribution so paid.

     

    “Total
      Shares” means (without double counting), as of a particular date of
      determination, the sum of: (a) the number of shares of Common Stock
      included in the Initial Shares and the Additional Shares, plus (b) the
      product of the Conversion Factor then in effect multiplied by the number of
      Units included in the Initial Shares and Additional Shares (other than those
      owned by the Company), in the case of each (a) and (b), to the extent
      outstanding on the Valuation Date.

     

    “Transfer”
      has the meaning set forth in Section 6 hereof.

     

    “Units”
      means all Partnership Units, outstanding or issuable upon the conversion,
      exercise, exchange or redemption of any securities of any kind convertible,
      exercisable, exchangeable or redeemable for Common Units (other than LTIP Units
      issued under this Agreement or LTIP Units issued under any similar agreement
      prior to the determination of any performance based vesting hurdles with respect
      thereto).

     

    “Valuation
      Date” means the earliest of (i) the Measurement Date, (ii) the date upon
      which a Change of Control shall occur, and (iii) the last day of a 30
      consecutive calendar day period, which occurs in the six-month period
      immediately preceding the Measurement Date, during which on each day in that
      30-day period, the Outperformance Pool would have reached the Maximum
      Outperformance Pool Amount if such day had been the Valuation
      Date. 

     

    “Z
      Units” means the Series Z Incentive Units and Series Z-1 Incentive Units, as
      these terms are defined in the Partnership Agreement.

     

    3.  Outperformance
      Award.

     

    (a)  The
      Grantee is hereby granted an Award consisting of the number of LTIP Units set
      forth above (“Award LTIP Units”), which (A) shall be subject to forfeiture or
      increase to the extent provided in this Section 3 as set forth below and (B)
      will be subject to vesting as provided in Sections 4 and 7 hereof.

     

    (b)  As
      soon
      as practicable following the Valuation Date, but as of the Valuation Date,
      the
      Committee shall determine the Outperformance Pool (if any) and then perform
      the
      following calculations with respect to this Award: Multiply (w) the
      Outperformance Pool calculated as of the Valuation Date by (x) the Grantee’s
      Participation Percentage as of the Valuation Date, then divide the result by
      the
      product of (y) the Common Stock Price calculated as of the Valuation Date,
      multiplied by (z) the Conversion Factor on the Valuation Date; the resulting
      number is hereafter referred to as the “OPP Unit
      Equivalent”;

    
      
         

      

      
        5

        
          

        

      

    

    (c)  If
      the
      OPP Unit Equivalent is smaller than the number of Award LTIP Units, then the
      Grantee, as of the Valuation Date, shall forfeit a number of Award LTIP Units
      equal to the difference and thereafter the term Award LTIP Units will refer
      only
      to the remaining Award LTIP Units that were not forfeited.  If the OPP Unit
      Equivalent is greater than the number of Award LTIP Units, then, upon the
      performance of such calculation:  (A) the Grantee, as of the Valuation
      Date, shall be automatically granted a number of additional LTIP Units equal
      to
      the difference, and such additional LTIP Units shall be added to the Award
      LTIP
      Units and thereby become part of this Award, (B) the Company and EPLP shall
      take
      such corporate or partnership action as is necessary to accomplish the grant
      of
      such additional LTIP Units, (C) the Grantee shall execute and deliver in
      connection with such grant such documents, comparable to the documents executed
      and delivered in connection with this Agreement, as the Company and/or EPLP
      reasonably request in order to comply with all applicable legal requirements,
      including, without limitation, federal and state securities laws and (D)
      thereafter the term Award LTIP Units will refer collectively to the Award LTIP
      Units prior to such additional grant plus such additional LTIP Units.  If
      the OPP Unit Equivalent is the same as the number of Award LTIP Units, then
      there will be no change to this Award.

     

    (d)  Any
      forfeitures by the Grantee shall be retained by the Company.

     

    4.  Termination
      of Grantee’s Position as Employee; Vesting; Change of
      Control.

     

    (a)  If
      at any
      time the Grantee shall cease to be an employee of the Company for any reason,
      then all Award LTIP Units that remain unvested at such time shall automatically
      and immediately be forfeited by the Grantee, except that in the case of the
      death or Disability of the Grantee, the provisions of Section 7 shall
      apply, and except as provided in Sections 4(c) hereof.

     

    (b)  The
      Award
      LTIP Units granted to Grantees shall vest as follows:  33% of the
      Award LTIP Units shall become vested on December 4, 2010, and an additional
      thirty-three percent (33%) and thirty-four percent (34%) of the Award LTIP
      Units
      shall become vested on each of the first (1st) and second (2nd) anniversaries
      thereof, respectively.

     

    (c)  Anything
      in Section 4(b) hereof to the contrary notwithstanding, all unvested Award
      LTIP
      Units that have not previously been forfeited shall vest immediately upon the
      occurrence of a Change of Control, or the Grantee’s death or
      Disability.

     

    5.  Distributions.  The
      Grantee holding the Award LTIP Units shall be entitled to receive distributions
      with respect to such Award LTIP Units to the extent provided for in the
      Partnership Agreement. 

     

    6.  Restrictions
      on Transfer.  None of the Award LTIP
      Units shall be sold, assigned, transferred, pledged, hypothecated, given away
      or
      in any other manner disposed of, encumbered, whether voluntarily or by operation
      of law (each such action a “Transfer”), or redeemed in accordance with the
      Partnership Agreement unless such Transfer is in connection with a Change of
      Control and such Transfer is in accordance with the applicable terms and
      conditions of the Partnership Agreement; provided that, upon the approval of,
      and subject to the terms and conditions specified by, the Committee, vested
      Award LTIP Units may be Transferred

    
      
         

      

      
        6

        
          

        

      

      and
        unvested Award LTIP Units that have been held for a period of at least two
        (2) years beginning on the date of grant specified above may be Transferred
        to the Grantee’s Family Members, provided that the transferee agrees in writing
        with the Company and EPLP to be bound by all of the terms and conditions
        of this
        Agreement.  In connection with any Transfer of Award LTIP Units, EPLP may
        require the Grantee to provide an opinion of counsel, satisfactory to EPLP,
        that
        such Transfer is in compliance with all federal and state securities laws
        (including, without limitation, the Securities Act).  Any attempted
        Transfer of Award LTIP Units not in accordance with the terms and conditions
        of
        this Section 6 shall be null and void, and EPLP shall not reflect on its
        records any change in record ownership of any LTIP Units as a result of any
        such
        Transfer, shall otherwise refuse to recognize any such Transfer and shall
        not in
        any way give effect to any such Transfer of any LTIP Units.   This
        Agreement is personal to the Grantee, is non-assignable and is not transferable
        in any manner, by operation of law or otherwise, other than by will or the
        laws
        of descent and distribution.

    

     

    7.  Death
      or Disability.

     

    (a)  Notwithstanding
      any other provision herein, if, prior to the Valuation Date, the Grantee shall
      cease to be an employee of the Company as a result of his death or Disability,
      then (i) with respect to the Grantee the calculations provided in
      Section 3 shall be performed with respect to this Award immediately as if a
      Change of Control had occurred (with respect to the Grantee only) on the date
      of
      his death or Disability and (ii) all of the Award LTIP Units comprising
      this Award (after giving effect to the issuance of additional LTIP Units or
      forfeiture of Award LTIP Units pursuant to Section 3) shall automatically
      and immediately vest.

     

    (b)  Notwithstanding
      any other provision herein, if, on or after the Valuation Date, the Grantee
      shall cease to be an employee of the Company as a result of his death or
      Disability, then all of the Grantee’s Award LTIP Units shall automatically and
      immediately vest.

     

    8.  Changes
      in Capital Structure.  If (i) the
      Company shall at any time be involved in a merger, consolidation, dissolution,
      liquidation, reorganization, exchange of shares, sale of all or substantially
      all of the assets or stock of the Company or a transaction similar thereto,
      (ii) any stock dividend, stock split, reverse stock split, stock
      combination, reclassification, recapitalization, significant repurchases of
      stock or other similar change in the capital structure of the Company, or any
      distribution to holders of Common Stock other than regular cash dividends,
      shall
      occur or (iii) any other event shall occur which in the judgment of the
      Committee necessitates action by way of adjusting the terms of the Award, then
      the Committee shall take such action as in its discretion shall be necessary
      to
      maintain the Grantee’s rights hereunder so that they are substantially
      proportionate to the rights existing under this Agreement prior to such event,
      including, without limitation, adjustments in Award LTIP Units, Additional
      Shares, Baseline Value, dividends or distributions paid with respect to the
      Initial Shares and Additional Shares, Common Stock Price, Maximum Outperformance
      Pool Amount, Total Shares and Total Return.

     

    9.  Miscellaneous.

     

    (a)  Amendments.  This
      Agreement may be amended or modified only with the consent of EPLP acting
      through the Committee; provided that any amendment or 

    
      
         

      

      
        7

        
          

        
modification
        which adversely affects the Grantee must be consented to by the Grantee to
        be
        effective as against him.

    

     

    (b)  Incorporation
      of Plan.  The provisions of the 2004
      Plan are hereby incorporated by reference as if set forth herein.  If and
      to the extent that any provision contained in this Agreement is inconsistent
      with the 2004 Plan, this Agreement shall govern.

     

    (c)  Effectiveness.  The
      Grantee shall be admitted as a partner of EPLP with beneficial ownership of
      the
      Award LTIP Units as of the grant date set forth above by (i) signing and
      delivering to EPLP a copy of this Agreement, and (ii) signing, as a Limited
      Partner, and delivering to EPLP a counterpart signature page to the Partnership
      Agreement (attached hereto as Exhibit A).  The Partnership
      Agreement shall be amended to reflect the issuance to the Grantee of the Award
      LTIP Units, whereupon the Grantee shall have all the rights of a Limited Partner
      of EPLP with respect to the number of LTIP Units specified above, as set forth
      in the Partnership Agreement, subject, however, to the restrictions and
      conditions specified herein and in the Partnership Agreement.

     

    (d)  Status
      of LTIP Units under the 2004 Plan.  The
      Award LTIP Units may, but need not, be granted as equity securities under the
      2004 Plan insofar as the Outperformance Plan has been established as an
      incentive program of EPLP.  The Company will have the right, as set
      forth in the Partnership Agreement, to issue shares of Common Stock in exchange
      for Common Units into which such Award LTIP Units may have been converted,
      pursuant to the Partnership Agreement, subject to certain limitations set forth
      in the Partnership Agreement, and such shares of Common Stock may be issued
      under the 2004 Plan.  The Grantee must be eligible to receive the Award
      LTIP Units in compliance with applicable federal and state securities laws
      and
      to that effect is required to complete, execute and deliver certain covenants,
      representations and warranties (attached hereto as Exhibit B). 
The Committee may, in its sole and absolute discretion, seek to have
      the LTIP
      Units become part of the 2004 Plan at a future time, whereby this Award may
      be
      considered an award under the 2004 Plan.  The Grantee acknowledges that if
      the Committee so elects, in its sole discretion, the Grantee will have no right
      to approve or disapprove such change.

     

    (e)  Legend.  The
      records of EPLP evidencing the Award LTIP Units shall bear an appropriate
      legend, as determined by EPLP in its sole discretion, to the effect that such
      LTIP Units are subject to restrictions as set forth herein and in the
      Partnership Agreement.

     

    (f)  Compliance
      With Law.  EPLP and the Grantee will
      make reasonable efforts to comply with all applicable securities laws.  In
      addition, notwithstanding any provision of this Agreement to the contrary,
      no
      LTIP Units will become vested or be paid at a time that such vesting or payment
      would result in a violation of any such law.

     

    (g)  Investment
      Representation.  The Grantee hereby
      makes the covenants, representations and warranties and set forth on
Exhibit B attached hereto.  All of such covenants, warranties
      and representations shall survive the execution and delivery of this Agreement
      by the Grantee.  EPLP will have no obligation to register under the
      Securities Act any LTIP Units or any other securities issued pursuant to this
      Agreement or upon conversion or exchange of LTIP Units.

    
      
         

      

      
        8

        
          

        

      

    

    (h)  Section 83(b) Election.  The
      Grantee hereby agrees to make an election to include in gross income in the
      year
      of transfer the Award LTIP Units pursuant to Section 83(b) of the Code
      substantially in the form attached hereto as Exhibit C to this
      Agreement and to supply the necessary information in accordance with the
      regulations promulgated thereunder.

     

    (i)  Section
      409A.  If and only to the extent that
      any compensation provided by this Agreement may result in the application of
      Section 409A of the Code, the Company in its sole discretion shall modify this
      Agreement with respect to such Grantee in order, where applicable:

     

    (i)  to
      exclude such compensation from the definition of “deferred compensation” within
      the meaning of such Section 409A of the Code, or

     

    (ii)  to
      comply
      with the provisions of Section 409A of the Code, other applicable provision(s)
      of the Code and/or any rules, regulations or other regulatory guidance issued
      under such statutory provisions;

     

    provided,
      however, that the Company makes no representation that the compensation
      or benefits provided under this Agreement will be exempt from Section 409A
      of
      the Code and makes no undertakings to preclude Section 409A of the Code from
      applying to the benefits provided under this Agreement.

     

    (j)  Severability.  In
      the event that one or more of the provisions of this Agreement may be
      invalidated for any reason by a court, any provision so invalidated will be
      deemed to be separable from the other provisions hereof, and the remaining
      provisions hereof will continue to be valid and fully enforceable.

     

    (k)  Governing
      Law.  This Agreement is made under, and
      will be construed in accordance with, the laws of the State of California,
      without giving effect to the principle of conflict of laws of such
      State.

     

    (l)  No
      Obligation to Continue Position as an Officer or to
      Employ.  Neither the Company nor any
      affiliate is obligated by or as a result of this Agreement to continue to have
      the Grantee as an officer or to employ the Grantee, and this Agreement shall
      not
      interfere in any way with the right of the Company or any affiliate to terminate
      the Grantee as an officer or employee at any time.

     

    (m)  Notices.  Notices
      hereunder shall be mailed or delivered to EPLP at its principal place of
      business and shall be mailed or delivered to the Grantee at the address on
      file
      with EPLP or, in either case, at such other address as one party may
      subsequently furnish to the other party in writing.

     

    (n)  Withholding
      and Taxes.  No later than the date as of
      which an amount first becomes includible in the gross income of the Grantee
      for
      income tax purposes or subject to Federal Insurance Contributions Act
      withholding with respect to the Award, the Grantee will pay to the Company
      or,
      if appropriate, any of its affiliates, or make arrangements satisfactory to
      the
      Committee regarding the payment of, any United States federal, state or local
      or
      foreign taxes of 

    
      
         

      

      
        9

        
          

        
any
        kind
        required by law to be withheld with respect to such amount.  The
        obligations of the Company under this Agreement will be conditional on such
        payment or arrangements, and the Company and its affiliates shall, to the
        extent
        permitted by law, have the right to deduct any such taxes from any payment
        otherwise due to the Grantee.

    

     

    (o)  Successors
      and Assigns.  This Agreement shall be
      binding upon EPLP’s successors and assigns, whether or not this Agreement is
      expressly assumed.

     

    [signature
      page follows]

     

    



    
       

      
        10

        
          

        

      

       

    

    IN
      WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed
      as of the 4th day of December 2007.

     

     

     

    


    
      	
               

            	
              ESSEX
                PROPERTY TRUST, INC.

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	 	 
	
               

            	
                      By:

            	
               

            	
               

            	 
	
               

            	
               

            	
              Name:
                Michael T. Dance

            	 	 
	
               

            	
               

            	
              Title:
                Executive Vice President and Chief Financial Officer

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	 	 
	
               

            	
              ESSEX
                PORTFOLIO, L.P.

            	 	 
	
               

            	
               

            	 	 
	
               

            	
              By:
                Essex Property Trust, Inc., its general partner

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	
              By:

            	
               

            	
               

            	 
	
               

            	
               

            	
              Name:
                Michael T. Dance

            	
               

            	 
	
               

            	
               

            	
              Title:
                Executive Vice President and Chief Financial Officer

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	 	 
	
               

            	
              Grantee

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	 	 
	
               

            	
               

            	
               

            	 	 
	
               

            	
              Name:

            	 	 
	 	 	 	 	 	 	 	 	 	 


    

     

    
      
         

      

      
        11

        
          

        

      

       

    


    EXHIBIT A

     

    FORM OF
      LIMITED PARTNER SIGNATURE PAGE

     

    The
      Grantee, desiring to become one of the within named Limited Partners of Essex
      Portfolio, L.P., hereby becomes a party to the First Amended and Restated
      Agreement of Limited Partnership of Essex Portfolio, L.P., as amended through
      the date hereof (the “Partnership Agreement”).  The Grantee agrees
      that this signature page may be attached to any counterpart of Essex
      Portfolio, L.P.’s Partnership Agreement.

     

    Signature
      Line for Limited Partner:

     

    


    
      	
               

            	
               

            	 	 
	
               

            	
              Name:

            	
               

            	
               

            	 
	
               

            	
              Date: 
                December       , 2007

            	 	 
	
               

            	
               

            	 	 
	
               

            	
              Address
                of Limited Partner:

            	 	 
	
               

            	
               

            	
               

            	 	 
	
               

            	
               

            	
               

            	 	 
	 	 	 	 	 	 


    

     

    
      
         

      

      
        
          

        

      

       

    


    EXHIBIT B

     

    GRANTEE’S
      COVENANTS, REPRESENTATIONS AND WARRANTIES

     

    The
      Grantee hereby represents, warrants and covenants as follows:

     

    (a)           The
      Grantee has received and had an opportunity to review the following documents
      (the “Background Documents”):

     

    (i)           The
      latest Annual Report to Stockholders of Essex Property Trust, Inc., a Maryland
      corporation (the “Company”);

     

    (ii)           The
      Company’s Proxy Statement for its most recent Annual Meeting of
      Stockholders;

     

    (iii)           The
      Company’s Report on Form 10-K for the fiscal year most recently
      ended;

     

    (iv)           The
      Company’s Form 10-Q for the most recently ended quarter filed by the
      Company with the Securities and Exchange Commission since the filing of the
      Form 10-K described in clause (iii) above;

     

    (v)           Each
      of the Company’s Current Report(s) on Form 8-K, if any, filed since the end
      of the fiscal year most recently ended for which a Form 10-K has been filed
      by the Company;

     

    (vi)           First
      Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P.,
      as amended (the “Partnership Agreement”);

     

    (vii)           The
      Essex Property Trust, Inc. 2004 Stock Incentive Plan (the “2004 Plan”);
      and

     

    (viii)                      The
      Company’s Articles of Amendment and Restatement, as amended.

     

    The
      Grantee also acknowledges that any delivery of the Background Documents and
      other information relating to the Company and Essex Portfolio, L.P., a
      California limited partnership (“EPLP”), prior to the determination by
      EPLP of the suitability of the Grantee as a holder of LTIP Units shall not
      constitute an offer of LTIP Units until such determination of suitability shall
      be made.

     

    (b)           The
      Grantee hereby represents and warrants that

     

    (i)           The
      Grantee either (A) is an “accredited investor” as defined in
      Rule 501(a) under the Securities Act of 1933, as amended (the
“Securities Act”), or (B) by reason of the business and financial
      experience of the Grantee, together with the business and financial experience
      of those persons, if any, retained by the Grantee to represent or advise him
      with respect to the grant to him of LTIP Units, the potential conversion of
      LTIP
      Units into

    
      
         

      

      
         

        
          

        

      

      Partnership
        Units of EPLP (the “Common Units”)  and the potential
        redemption of such Common Units for shares of Common Stock (“REIT
        Shares”), has such knowledge, sophistication and experience in financial and
        business matters and in making investment decisions of this type that the
        Grantee (I) is capable of evaluating the merits and risks of an investment
        in
        EPLP and potential investment in the Company and of making an informed
        investment decision, (II) is capable of protecting his own interest or has
        engaged representatives or advisors to assist him in protecting his interests,
        and (III) is capable of bearing the economic risk of such
        investment.

    

     

    (ii)           The
      Grantee understands that (A) the Grantee is responsible for consulting his
      own tax advisors with respect to the application of the U.S. federal income
      tax
      laws, and the tax laws of any state, local or other taxing jurisdiction to
      which
      the Grantee is or by reason of the award of LTIP Units may become subject,
      to
      his particular situation; (B) the Grantee has not received or relied upon
      business or tax advice from the Company, EPLP or any of their respective
      employees, agents, consultants or advisors, in their capacity as such;
      (C) the Grantee provides services to EPLP on a regular basis and in such
      capacity has access to such information, and has such experience of and
      involvement in the business and operations of EPLP, as the Grantee believes
      to
      be necessary and appropriate to make an informed decision to accept this Award
      of LTIP Units; and (D) an investment in EPLP and/or the Company involves
      substantial risks.  The Grantee has been given the opportunity to make a
      thorough investigation of matters relevant to the LTIP Units and has been
      furnished with, and has reviewed and understands, materials relating to EPLP
      and
      the Company and their respective activities (including, but not limited to,
      the
      Background Documents).  The Grantee has been afforded the opportunity to
      obtain any additional information (including any exhibits to the Background
      Documents) deemed necessary by the Grantee to verify the accuracy of information
      conveyed to the Grantee.  The Grantee confirms that all documents, records,
      and books pertaining to his receipt of LTIP Units which were requested by the
      Grantee have been made available or delivered to the Grantee.  The Grantee
      has had an opportunity to ask questions of and receive answers from EPLP and
      the
      Company, or from a person or persons acting on their behalf, concerning the
      terms and conditions of the LTIP Units. The Grantee has relied upon, and
      is making his decision solely upon, the Background Documents and other written
      information provided to the Grantee by EPLP or the
      Company.

     

    (iii)           The
      LTIP Units to be issued, Common Units issuable upon conversion of the LTIP
      Units
      and any REIT Shares issued in connection with the redemption of any such Common
      Units will be acquired for the account of the Grantee for investment only and
      not with a current view to, or with any intention of, a distribution or resale
      thereof, in whole or in part, or the grant of any participation therein, without
      prejudice, however, to the Grantee’s right (subject to the terms of the LTIP
      Units, the 2004 Plan and this Agreement) at all times to sell or otherwise
      dispose of all or any part of his LTIP Units, Common Units or REIT Shares in
      compliance with the Securities Act, and applicable state securities laws, and
      subject, nevertheless, to the disposition of his assets being at all times
      within his control.

     

    (iv)           The
      Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the
      Common Units issuable upon conversion of the LTIP Units, have been registered
      under the Securities Act or state securities laws by reason of a specific
      exemption or exemptions from registration under the Securities Act and
      applicable state securities laws and, if such LTIP Units

    
      
         

      

      
         

        
          

        

      

      or
        Common
        Units are represented by certificates, such certificates will bear a legend
        to
        such effect, (B) the reliance by EPLP and the Company on such exemptions is
        predicated in part on the accuracy and completeness of the representations
        and
        warranties of the Grantee contained herein, (C) such LTIP Units or Common
        Units, therefore, cannot be resold unless registered under the Securities
        Act
        and applicable state securities laws, or unless an exemption from registration
        is available, (D) there is no public market for such LTIP Units or Common
        Units, and (E) neither EPLP nor the Company has any obligation or intention
        to register such LTIP Units or such Common Units under the Securities Act
        or any
        state securities laws or to take any action that would make available any
        exemption from the registration requirements of such laws, except, that,
        upon
        the redemption of the Common Units for REIT Shares, the Company may issue
        such
        REIT Shares under the 2004 Plan and pursuant to a Registration Statement
        on
        Form S-8 under the Securities Act, to the extent that (I) the Grantee is
        eligible to receive such REIT Shares under the 2004 Plan at the time of such
        issuance, (II) the Company has filed a Form S-8 Registration Statement with
        the Securities and Exchange Commission registering the issuance of such REIT
        Shares and (III) such Form S-8 is effective at the time of the issuance of
        such REIT Shares.  The Grantee hereby acknowledges that because of the
        restrictions on transfer or assignment of such LTIP Units acquired hereby
        and
        the Common Units issuable upon conversion of the LTIP Units which are set
        forth
        in the Partnership Agreement, the 2004 Plan or this Agreement, the Grantee
        may
        have to bear the economic risk of his ownership of the LTIP Units acquired
        hereby and the Common Units issuable upon conversion of the LTIP Units for
        an
        indefinite period of time.

    

     

    (v)           The
      Grantee has determined that the LTIP Units are a suitable investment for the
      Grantee.

     

    (vi)           No
      representations or warranties have been made to the Grantee by EPLP or the
      Company, or any officer, director, shareholder, agent, or affiliate of any
      of
      them, and the Grantee has received no information relating to an investment
      in
      EPLP or the LTIP Units except the information specified in Paragraph
      (b) above.

     

    (c)           So
      long as the Grantee holds any LTIP Units, the Grantee shall disclose to EPLP
      in
      writing such information as may be reasonably requested with respect to
      ownership of LTIP Units as EPLP may deem reasonably necessary to ascertain
      and
      to establish compliance with provisions of the Internal Revenue Code of 1986,
      as
      amended (the “Code”), applicable to EPLP or to comply with requirements
      of any other appropriate taxing authority.

     

    (d)           The
      Grantee hereby agrees to make an election under Section 83(b) of the
      Code with respect to the LTIP Units awarded hereunder, and has delivered with
      this Agreement a completed, executed copy of the election form attached hereto
      as Exhibit D .  The Grantee agrees to file the election (or to
      permit EPLP to file such election on the Grantee’s behalf) within
      thirty (30) days after the award of the LTIP Units hereunder with the IRS
      Service Center at which such Grantee files his personal income tax returns,
      and
      to file a copy of such election with the Grantee’s U.S. federal income tax
      return for the taxable year in which the LTIP Units are awarded to the
      Grantee.

    
      
         

      

      
         

        
          

        

      

    

    (e)           The
      address set forth on the signature page of this Agreement is the address of
      the Grantee’s principal residence, and the Grantee has no present intention of
      becoming a resident of any country, state or jurisdiction other than the country
      and state in which such residence is sited.

     

    
       

      
        
          

        

      

       

    

    EXHIBIT C

     

    ELECTION
      TO INCLUDE IN GROSS INCOME IN YEAR OF

    TRANSFER
      OF PROPERTY PURSUANT TO SECTION 83(B)

    OF
      THE INTERNAL REVENUE CODE

     

    The
      undersigned hereby makes an election pursuant to Section 83(b) of the
      Internal Revenue Code with respect to the property described below and supplies
      the following information in accordance with the regulations promulgated
      thereunder:

     

    1.           The
      name, address and taxpayer identification number of the undersigned
      are:

     

    
      	
              Name:                          
                

            	
               

            	
              (the
                “Taxpayer”)

            
	
               

            	
               

            
	
              Address:

            	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
              Social
                Security No./Taxpayer Identification No.:

            	
               

            	
               

            
	 	 	 	 	 	 


    

     

    2.           Description
      of property with respect to which the election is being made:

     

    The
      election is being made with respect to
                        
LTIP Units in Essex Portfolio, L.P. (the “Partnership”).

     

    3.           The
      date on which the LTIP Units were transferred is December 4, 2007.  The
      taxable year to which this election relates is calendar year 2007.

     

    4.           Nature
      of restrictions to which the LTIP Units are subject:

     

    
      	
               

            	
              (a)

            	
              With
                limited exceptions, until the LTIP Units vest, the Taxpayer may not
                transfer in any manner any portion of the LTIP Units without the
                consent
                of EPLP.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Taxpayer’s LTIP Units vest in accordance with the vesting provisions
                described in the Schedule attached hereto.  Unvested LTIP Units
                are forfeited in accordance with the vesting provisions described
                in the
                Schedule attached hereto.

            


    

     

    5.           The
      fair market value at time of transfer (determined without regard to any
      restrictions other than restrictions which by their terms will never lapse)
      of
      the LTIP Units with respect to which this election is being made was $0 per
      LTIP
      Unit.

     

    6.           The
      amount paid by the Taxpayer for the LTIP Units was $0 per LTIP
      Unit.

    
      
         

      

      
        
          

        

      

    

    7.           A
      copy of this statement has been furnished to Essex Portfolio, L.P. and Essex
      Property Trust, Inc.

     

    


    
      	
               

            	
              Dated:

            	
               

            	
               

            	
               

            
	
               

            	
               

            
	
               

            	
               

            
	
               

            	
                Name:

            


    

    

      
        
           

        

        
           

          
            

          

        

        
           

        

      



    SCHEDULE A

     

    Vesting
      Provisions of LTIP Units

     

    LTIP
      Units are subject to time-based and performance-based vesting with the final
      vesting percentage equaling the product of the time-based vesting percentage
      and
      the performance-based vesting percentage.  Performance-based vesting will
      be from 0-100% based on the Essex Property Trust, Inc.’s (the “Company’s”)
      per-share total return to shareholders for the period from December 4, 2007
      to
      December 3, 2010 (or earlier in certain circumstances).  Thirty-three
      percent (33%), thirty-three percent (33%) and thirty-four percent (34%) of
      the
      LTIP Units that remain outstanding following the determination of
      performance-based vesting will vest on December 4, 2010, and on the first and
      the second anniversaries thereof, respectively, provided that the Taxpayer
      remains an employee of the Company through such dates, subject to acceleration
      in the event of certain change of control transactions or termination of the
      Taxpayer’s status as an employee under specified circumstances.  Unvested
      LTIP Units are subject to forfeiture in the event of failure to vest if the
      Taxpayer is not employed on the applicable vesting date or performance-based
      vesting conditions are not satisfied.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

                                                                                          [Non-Employee
        Directors]


       

      ESSEX
        PROPERTY TRUST, INC.

      ESSEX
        PORTFOLIO, L.P.

      2007
        OUTPERFORMANCE PLAN

      AWARD
        AGREEMENT

       

      Name
        of
        Grantee:          
(“Grantee”)

      No. of
        LTIP Units:

      Participation
        Percentage:

      Grant
        Date:          
__________________,
        2007

       

      RECITALS

       

      A.  The
        Grantee is a non-employee member of the Board of Directors (a “Non-Employee
        Director”) of Essex Property Trust, Inc., a Maryland corporation (the
“Company”), which is the general partner of Essex Portfolio, L.P., a California
        limited partnership through which the Company conducts substantially all
        of its
        operations (“EPLP”).

       

      B.  EPLP
        has
        adopted the 2007 Outperformance Plan (the “Outperformance Plan”) to provide the
        Company’s executives with incentive compensation and to provide Non-Employee
        Directors with compensation in lieu of their annual stock option grants. 
The Outperformance Plan was adopted effective as of December 4, 2007 by the
        Board of Directors of the Company (the “Board”).  The Board has
        delegated to the Compensation Committee of the Board (the Committee”) the
        authority to administer the Outperformance Plan, including the authority
        to
        grant LTIP Units (as defined herein).  This award agreement (this
“Agreement”) evidences an award to the Grantee under the Outperformance Plan
        (the “Award”), which is subject to the terms and conditions set forth
        herein.

       

      C.  The
        Committee, effective as of December 4, 2007, caused EPLP to (1) issue to
        the Grantee the number of LTIP Units (as defined herein) set forth above
        and
        (2) to award the Grantee the percentage of the Outperformance Pool (as
        defined herein) set forth above.

       

      NOW,
        THEREFORE, the Company, EPLP and the Grantee agree as
        follows:

       

      1.  Administration.  The
        Outperformance Plan and all awards thereunder, including this Award, shall
        be
        administered by the Committee, which in the administration of the Outperformance
        Plan shall have all the powers and authority it has in the administration
        of the
        2004 Plan as set forth in the 2004 Plan.

       

      2.  Definitions.  Capitalized
        terms used herein without definitions shall have the meanings given to those
        terms in the 2004 Plan. In addition, as used herein:

       

      “2004
        Plan” means the Essex Property Trust, Inc. 2004 Stock Incentive Plan, as
        amended, modified or supplemented from time to time.

      
        
           

        

        
           

          
            

          

        

      

      “Additional
        Share Baseline Value” means, with respect to an Additional Share, the gross
        proceeds received by the Company or EPLP upon the issuance of such Additional
        Share, which amount shall be deemed to equal the price to the public if such
        Additional Share is issued in a public offering or, if such Additional Share
        is
        issued in exchange for assets or upon the acquisition of another entity,
        the
        cash value imputed to such Additional Share for purposes of such transaction
        by
        the parties thereto, as determined by the Committee, or, if no such value
        can be
        imputed, the Common Stock Price on the date of issuance.

       

      “Additional
        Shares” means (without double counting) the sum of (A) the number of shares
        of Common Stock plus (B) the product of the Conversion Factor then in effect
        multiplied by the number of Units (other than those issued to the Company),
        in
        the case of each (A) and (B), to the extent issued after December 4, 2007
        and on
        or before the Valuation Date in a capital raising transaction, in exchange
        for
        assets or upon the acquisition of another entity, but specifically excluding,
        without limitation, (i) shares of Common Stock issued upon exercise of stock
        options or upon the exchange (directly or indirectly) of Z Units or other
        Units
        issued to employees, non-employee directors, consultants, advisors or other
        person or entities as incentive compensation, (ii) restricted shares of Common
        Stock issued to employees or other persons or entities in exchange for services
        provided to the Company, (iii) currently unvested restricted shares of Common
        Stock awarded to employees or other person or entities in exchange for services
        provided as they become vested, (iv) Common Units issued upon conversion
        of

      Z
        Units
        or other Units issued to employees, non-employee directors, consultants,
        advisors or other persons or entities as compensation, and (v) Z Units or
        other
        Units issued to employees, non-employee directors, consultants, advisors
        or
        other persons or entities as compensation.

      


       “Agreement”
        has the meaning set forth in Recital B.

       

      “Award”
        has the meaning set forth in Recital B.

       

      “Award
        LTIP Units” has the meaning set forth in Section 3
        hereof.

       

      “Baseline”
        means, as of the Valuation Date, an amount representing (a) the Baseline
        Value, multiplied by (I) the Initial Shares less any Initial Shares that
        have
        been redeemed or retired between December 4, 2007 and the Valuation Date,
        and
        (II) the sum of 100% plus the Target Return Percentage, plus
        (b) with respect to each Additional Share that has not been redeemed or
        retired prior to the Valuation Date, the product of (I) the Additional Share
        Baseline Value of such Additional Share, multiplied by (II) the sum of
        (A) 100% plus (B) the product of the Target Return Percentage,
        multiplied by a fraction the numerator of which is the number of days prior
        to
        and including such Valuation Date during which such Additional Share has
        been
        outstanding and the denominator of which is the number of days from and
        including December 4, 2007 to and including the Measurement Date;
provided, that if the Valuation Date occurs prior to December 3, 2010
        (other than as a result of clause (iii) of the definition of the Valuation
        Date), then for purposes of this definition in connection with the calculation
        of the Outperformance Pool as of the Valuation Date, the Measurement Date
        shall
        be the Valuation Date and the Target Return Percentage shall be multiplied
        by
        the Fraction.

       

      “Baseline
        Value” means $98.91, which is the per share closing price of the Common
        Stock on the Effective Date.

      
        
           

        

        
          2

          
            

          

        

      

      “Board”
        has the meaning set forth in Recital B.

       

      “Change
        of Control” has the meaning assigned to it in the Seventh Amendment to the
        Partnership Agreement.

       

      “Code”
        means the Internal Revenue Code of 1986, as amended.

       

      “Committee”
        has the meaning set forth in Recital B.

       

      “Common
        Stock” means the Company’s Common Stock, par value $0.0001 per share, either
        currently existing or authorized hereafter.

       

      “Common
        Stock Price” means, as of a particular date, the average of the Fair Market
        Values of one share of the Common Stock for the twenty (20) days ending on,
        and
        including, such date (or, if such date is not a trading day, the most recent
        trading day immediately preceding such date); provided, however, that
        if such date is the date upon which a Change of Control occurs, the Common
        Stock
        Price as of such date shall be equal to the fair market value in cash, as
        determined by the Committee, of the total consideration paid or payable in
        the
        transaction resulting in the Change of Control for one share of Common
        Stock.

       

      “Common
        Unit” has the meaning assigned to it in the Partnership
        Agreement.

       

      “Company”
        has the meaning set forth in Recital A.

       

      “Conversion
        Factor” has the meaning given to that term in the Partnership
        Agreement.

       

      “Disability”
        has the meaning given to that term in the 2004 Plan.

       

       “Effective
        Date” means December 4, 2007.

       

      “EPLP”
        has the meaning set forth in Recital A.

       

      “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

       

      “Fair
        Market Value” has the meaning given to that term in the 2004
        Plan.

       

      “Family
        Member” of a Grantee, means the Grantee’s child, stepchild, grandchild,
        parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
        mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
        or
        sister-in-law, including adoptive relationships, any person sharing the
        Grantee’s household (other than a tenant of the Grantee), a trust in which these
        persons (or the Grantee) have more than 50 percent of the beneficial interest,
        a
        foundation in which these persons (or the Grantee) control the management
        of
        assets, and any other entity in which these persons (or the Grantee) own
        more
        than 50 percent of the voting interests.

       

      “Fraction”
        means the number of whole calendar months that have elapsed between the
        Effective Date and the Valuation Date divided by 36.

      
        
           

        

        
          3

          
            

          

        

      

      “Initial
        Shares” means   shares of Common Stock and Units (other
        those held by the Company, with the number of Units multiplied by the Conversion
        Factor in effect as of the Effective Date) which are deemed to be outstanding
        as
        of the Effective Date.  For the avoidance of doubt, such number
        excludes (i) shares of Common Stock issuable upon exercise of stock options
        or
        upon the exchange (directly or indirectly) of Z Units or other Units issued
        to
        employees, non-employee directors, consultants, advisors or other persons
        or
        entities as incentive compensation, (iii) currently unvested restricted shares
        of Common Stock awarded to employees or other persons or entities in exchange
        for services provided to the Company, and (iv) Z Units or other Units issued
        to
        employees, non-employee directors, consultants, advisors or other persons
        or
        entities as incentive compensation.

       

      “LTIP
        Units” means an LTIP Unit of limited partnership interest in EPLP with the
        rights set forth in the Partnership Agreement and issued pursuant to this
        Agreement as profits interests under the Outperformance Plan.

       

      “Maximum
        Outperformance Pool Amount” means, as of the Valuation Date, $25,000,000,
        multiplied by the Total Participation Percentage as of the Valuation
        Date.

       

      “Measurement
        Date” means December 3, 2010, except as otherwise defined for purposes of
        the definition of Baseline in certain circumstances, as described in such
        definition.

       

      “OPP
        Unit Equivalent” has the meaning set forth in Section 3
        hereof.

       

      “Outperformance
        Plan” has the meaning set forth in Recital B.

       

      “Outperformance
        Pool” means, as of the Valuation Date, a dollar amount calculated as
        follows: subtract the Baseline from the Total Return, in each case as of
        such
        Valuation Date, and multiply the resulting amount (or, if the resulting amount
        would be negative, zero) by 10%; provided, however, that in no event
        shall the Outperformance Pool as of such Valuation Date exceed the Maximum
        Outperformance Pool Amount as of such Valuation Date. 

       

      “Participation
        Percentage” means, as of the Valuation Date, the Grantee’s share of the
        Outperformance Pool as set forth above in the recitals in this
        Agreement.

       

      “Partnership
        Agreement” means the First Amended and Restated Agreement of Limited
        Partnership of EPLP, entered into as of September 30, 1997, among the Company
        and the limited partner party thereto, as amended from time to
        time.

       

      “Partnership
        Units” means Partnership Units as such term is defined in the Partnership
        Agreement.

       

      “Securities
        Act” shall mean the Securities Act of 1933, as amended.

       

      “Target
        Return Percentage” means 30%, except as otherwise defined for purposes of
        the definition of Baseline in certain circumstances, as described in such
        definition.

       

      “Total
        Participation Percentage” means the aggregate initial participation
        percentage of all awards granted and not forfeited under the Outperformance
        Plan.

      
        
           

        

        
          4

          
            

          

        

      

      “Total
        Return” means (without double counting), as of a particular date, an amount
        equal to the sum of (a) the Total Shares, multiplied by the Common Stock
        Price as of such date, plus (b) an amount equal to the sum of the total of
        all dividends and other distributions actually paid between December 4, 2007 and
        such date (excluding dividends and distributions paid in the form of additional
        shares of Common Stock or Units), in respect of (i) the Initial Shares and
        (ii)
        the Additional Shares if and to the extent such Additional Shares were
        outstanding on the record date with respect to the applicable dividend or
        distribution so paid.

       

      “Total
        Shares” means (without double counting), as of a particular date of
        determination, the sum of: (a) the number of shares of Common Stock
        included in the Initial Shares and the Additional Shares, plus (b) the
        product of the Conversion Factor then in effect multiplied by the number
        of
        Units included in the Initial Shares and Additional Shares (other than those
        owned by the Company), in the case of each (a) and (b), to the extent
        outstanding on the Valuation Date.

       

      “Transfer”
        has the meaning set forth in Section 6 hereof.

       

      “Units”
        means all Partnership Units, outstanding or issuable upon the conversion,
        exercise, exchange or redemption of any securities of any kind convertible,
        exercisable, exchangeable or redeemable for Common Units (other than LTIP
        Units
        issued under this Agreement or LTIP Units issued under any similar agreement
        prior to the determination of any performance based vesting hurdles with
        respect
        thereto).

       

      “Valuation
        Date” means the earliest of (i) the Measurement Date, (ii) the date upon
        which a Change of Control shall occur, and (iii) the last day of a 30
        consecutive calendar day period, which occurs in the six-month period
        immediately preceding the Measurement Date, during which on each day in that
        30-day period, the Outperformance Pool would have reached the Maximum
        Outperformance Pool Amount if such day had been the Valuation
        Date. 

       

      “Z
        Units”
means the Series Z Incentive Units and Series Z-1 Incentive Units, as these
        terms are defined in the Partnership Agreement.

       

      3.  Outperformance
        Award.

       

      (a)  The
        Grantee is hereby granted an Award consisting of the number of LTIP Units
        set
        forth above (“Award LTIP Units”), which (A) shall be subject to forfeiture or
        increase to the extent provided in this Section 3 as set forth below and
        (B)
        will be subject to vesting as provided in Sections 4 and 7 hereof.

       

      (b)  As
        soon
        as practicable following the Valuation Date, but as of the Valuation Date,
        the
        Committee shall determine the Outperformance Pool (if any) and then perform
        the
        following calculations with respect to this Award: Multiply (w) the
        Outperformance Pool calculated as of the Valuation Date by (x) the Grantee’s
        Participation Percentage as of the Valuation Date, then divide the result
        by the
        product of (y) the Common Stock Price calculated as of the Valuation Date,
        multiplied by (z) the Conversion Factor on the Valuation Date; the resulting
        number is hereafter referred to as the “OPP Unit
        Equivalent”;

      
        
           

        

        
          5

          
            

          

        

      

      (c)  If
        the
        OPP Unit Equivalent is smaller than the number of Award LTIP Units, then
        the
        Grantee, as of the Valuation Date, shall forfeit a number of Award LTIP Units
        equal to the difference and thereafter the term Award LTIP Units will refer
        only
        to the remaining Award LTIP Units that were not forfeited.  If the OPP Unit
        Equivalent is greater than the number of Award LTIP Units, then, upon the
        performance of such calculation:  (A) the Grantee, as of the Valuation
        Date, shall be automatically granted a number of additional LTIP Units equal
        to
        the difference, and such additional LTIP Units shall be added to the Award
        LTIP
        Units and thereby become part of this Award, (B) the Company and EPLP shall
        take
        such corporate or partnership action as is necessary to accomplish the grant
        of
        such additional LTIP Units, (C) the Grantee shall execute and deliver in
        connection with such grant such documents, comparable to the documents executed
        and delivered in connection with this Agreement, as the Company and/or EPLP
        reasonably request in order to comply with all applicable legal requirements,
        including, without limitation, federal and state securities laws and (D)
        thereafter the term Award LTIP Units will refer collectively to the Award
        LTIP
        Units prior to such additional grant plus such additional LTIP Units.  If
        the OPP Unit Equivalent is the same as the number of Award LTIP Units, then
        there will be no change to this Award.

       

      (d)  Any
        forfeitures by the Grantee shall be retained by the Company.

       

      
        	
                4.  

              	
                 
                  Termination of
                  Grantee’s Position as a Non-Employee Director; Vesting; Change of
                  Control.

              


      

       

      (a)  If
        at any
        time the Grantee shall cease to be a Non-Employee Director for any reason,
        then
        all Award LTIP Units that remain unvested at such time shall automatically
        and
        immediately be forfeited by the Grantee, except that in the case of the death
        or
        Disability of the Grantee, the provisions of Section 7 shall apply, and
        except as provided in Sections 4(c) hereof.

       

      (b)  The
        Award
        LTIP Units granted to the Grantee shall vest on December 4, 2010.

       

      (c)  Anything
        in Section 4(b) hereof to the contrary notwithstanding, all unvested Award
        LTIP
        Units that have not previously been forfeited shall vest immediately upon
        the
        occurrence of a Change of Control, or the Grantee’s death or
        Disability.

       

      5.  Distributions.  The
        Grantee holding the Award LTIP Units shall be entitled to receive distributions
        with respect to such Award LTIP Units to the extent provided for in the
        Partnership Agreement. 

       

      6.  Restrictions
        on Transfer.  None of the Award LTIP
        Units shall be sold, assigned, transferred, pledged, hypothecated, given
        away or
        in any other manner disposed of, encumbered, whether voluntarily or by operation
        of law (each such action a “Transfer”), or redeemed in accordance with the
        Partnership Agreement unless such Transfer is in connection with a Change
        of
        Control and such Transfer is in accordance with the applicable terms and
        conditions of the Partnership Agreement; provided that, upon the approval
        of,
        and subject to the terms and conditions specified by, the Committee, vested
        Award LTIP Units may be Transferred and unvested Award LTIP Units that have
        been
        held for a period of at least two (2) years beginning on the date of grant
        specified above may be Transferred to the Grantee’s Family Members, provided


      
        
           

        

        
          6

          
            

          

        

        that
          the
          transferee agrees in writing with the Company and EPLP to be bound by all
          of the
          terms and conditions of this Agreement.  In connection with any Transfer of
          Award LTIP Units, EPLP may require the Grantee to provide an opinion of
          counsel,
          satisfactory to EPLP, that such Transfer is in compliance with all federal
          and
          state securities laws (including, without limitation, the Securities Act). 
Any attempted Transfer of Award LTIP Units not in accordance with the terms
          and
          conditions of this Section 6 shall be null and void, and EPLP shall not
          reflect on its records any change in record ownership of any LTIP Units
          as a
          result of any such Transfer, shall otherwise refuse to recognize any such
          Transfer and shall not in any way give effect to any such Transfer of any
          LTIP
          Units.   This Agreement is personal to the Grantee, is non-assignable
          and is not transferable in any manner, by operation of law or otherwise,
          other
          than by will or the laws of descent and distribution.

      

       

      7.  Death
        or Disability.

       

      (a)  Notwithstanding
        any other provision herein, if, prior to the Valuation Date, the Grantee
        shall
        cease to be a Non-Employee Director as a result of his death or Disability,
        then
        (i) with respect to the Grantee the calculations provided in Section 3
        shall be performed with respect to this Award immediately as if a Change
        of
        Control had occurred (with respect to the Grantee only) on the date of his
        death
        or Disability and (ii) all of the Award LTIP Units comprising this Award
        (after giving effect to the issuance of additional LTIP Units or forfeiture
        of
        Award LTIP Units pursuant to Section 3) shall automatically and immediately
        vest.

       

      (b)  Notwithstanding
        any other provision herein, if, on or after the Valuation Date, the Grantee
        shall cease to be a Non-Employee Director as a result of his death or
        Disability, then all of the Grantee’s Award LTIP Units shall automatically and
        immediately vest.

       

      8.  Changes
        in Capital Structure.  If (i) the
        Company shall at any time be involved in a merger, consolidation, dissolution,
        liquidation, reorganization, exchange of shares, sale of all or substantially
        all of the assets or stock of the Company or a transaction similar thereto,
        (ii) any stock dividend, stock split, reverse stock split, stock
        combination, reclassification, recapitalization, significant repurchases
        of
        stock or other similar change in the capital structure of the Company, or
        any
        distribution to holders of Common Stock other than regular cash dividends,
        shall
        occur or (iii) any other event shall occur which in the judgment of the
        Committee necessitates action by way of adjusting the terms of the Award,
        then
        the Committee shall take such action as in its discretion shall be necessary
        to
        maintain the Grantee’s rights hereunder so that they are substantially
        proportionate to the rights existing under this Agreement prior to such event,
        including, without limitation, adjustments in Award LTIP Units, Additional
        Shares, Baseline Value, dividends or distributions paid with respect to the
        Initial Shares and Additional Shares, Common Stock Price, Maximum Outperformance
        Pool Amount, Total Shares and Total Return.

       

      9.  Miscellaneous.

       

      (a)  Amendments.  This
        Agreement may be amended or modified only with the consent of EPLP acting
        through the Committee; provided that any amendment or modification
        which adversely affects the Grantee must be consented to by the Grantee to
        be
        effective as against him.

      
        
           

        

        
          7

          
            

          

        

      

      (b)  Incorporation
        of Plan.  The provisions of the 2004
        Plan are hereby incorporated by reference as if set forth herein.  If and
        to the extent that any provision contained in this Agreement is inconsistent
        with the 2004 Plan, this Agreement shall govern.

       

      (c)  Effectiveness.  The
        Grantee shall be admitted as a partner of EPLP with beneficial ownership
        of the
        Award LTIP Units as of the grant date set forth above by (i) signing and
        delivering to EPLP a copy of this Agreement, and (ii) signing, as a Limited
        Partner, and delivering to EPLP a counterpart signature page to the Partnership
        Agreement (attached hereto as Exhibit A).  The Partnership
        Agreement shall be amended to reflect the issuance to the Grantee of the
        Award
        LTIP Units, whereupon the Grantee shall have all the rights of a Limited
        Partner
        of EPLP with respect to the number of LTIP Units specified above, as set
        forth
        in the Partnership Agreement, subject, however, to the restrictions and
        conditions specified herein and in the Partnership Agreement.

       

      (d)  Status
        of LTIP Units under the 2004 Plan.  The
        Award LTIP Units may, but need not, be granted as equity securities under
        the
        2004 Plan insofar as the Outperformance Plan has been established as an
        incentive program of EPLP.  The Company will have the right, as set
        forth in the Partnership Agreement, to issue shares of Common Stock in exchange
        for Common Units into which such Award LTIP Units may have been converted,
        pursuant to the Partnership Agreement, subject to certain limitations set
        forth
        in the Partnership Agreement, and such shares of Common Stock may be issued
        under the 2004 Plan.  The Grantee must be eligible to receive the Award
        LTIP Units in compliance with applicable federal and state securities laws
        and
        to that effect is required to complete, execute and deliver certain covenants,
        representations and warranties (attached hereto as Exhibit B). 
The Committee may, in its sole and absolute discretion, seek to have
        the LTIP
        Units become part of the 2004 Plan at a future time, whereby this Award may
        be
        considered an award under the 2004 Plan.  The Grantee acknowledges that if
        the Committee so elects, in its sole discretion, the Grantee will have no
        right
        to approve or disapprove such change.

       

      (e)  Legend.  The
        records of EPLP evidencing the Award LTIP Units shall bear an appropriate
        legend, as determined by EPLP in its sole discretion, to the effect that
        such
        LTIP Units are subject to restrictions as set forth herein and in the
        Partnership Agreement.

       

      (f)  Compliance
        With Law.  EPLP and the Grantee will
        make reasonable efforts to comply with all applicable securities laws.  In
        addition, notwithstanding any provision of this Agreement to the contrary,
        no
        LTIP Units will become vested or be paid at a time that such vesting or payment
        would result in a violation of any such law.

       

      (g)  Investment
        Representation.  The Grantee hereby
        makes the covenants, representations and warranties and set forth on
Exhibit B attached hereto.  All of such covenants, warranties
        and representations shall survive the execution and delivery of this Agreement
        by the Grantee.  EPLP will have no obligation to register under the
        Securities Act any LTIP Units or any other securities issued pursuant to
        this
        Agreement or upon conversion or exchange of LTIP Units.

       

      (h)  Section 83(b) Election.  The
        Grantee hereby agrees to make an election to include in gross income in the
        year
        of transfer the Award LTIP Units pursuant to Section 83(b) of the Code
        substantially in the form attached hereto as Exhibit C to this
        Agreement and to supply the necessary information in accordance with the
        regulations promulgated thereunder.

      
        
           

        

        
          8

          
            

          

        

      

      (i)  Section
        409A.  If and only to the extent that
        any compensation provided by this Agreement may result in the application
        of
        Section 409A of the Code, the Company in its sole discretion shall modify
        this
        Agreement with respect to such Grantee in order, where applicable:

       

      (i)  to
        exclude such compensation from the definition of “deferred compensation” within
        the meaning of such Section 409A of the Code, or

       

      (ii)  to
        comply
        with the provisions of Section 409A of the Code, other applicable provision(s)
        of the Code and/or any rules, regulations or other regulatory guidance issued
        under such statutory provisions;

       

      provided,
        however, that the Company makes no representation that the compensation
        or benefits provided under this Agreement will be exempt from Section 409A
        of
        the Code and makes no undertakings to preclude Section 409A of the Code from
        applying to the benefits provided under this Agreement.

       

      (j)  Severability.  In
        the event that one or more of the provisions of this Agreement may be
        invalidated for any reason by a court, any provision so invalidated will
        be
        deemed to be separable from the other provisions hereof, and the remaining
        provisions hereof will continue to be valid and fully enforceable.

       

      (k)  Governing
        Law.  This Agreement is made under, and
        will be construed in accordance with, the laws of the State of California,
        without giving effect to the principle of conflict of laws of such
        State.

       

      (l)  No
        Obligation to Continue Position as a Non-Employee Director or to
        Employ.  Neither the Company nor any
        affiliate is obligated by or as a result of this Agreement to continue to
        have
        the Grantee as a Non-Employee Director or to employ the Grantee.

       

      (m)  Notices.  Notices
        hereunder shall be mailed or delivered to EPLP at its principal place of
        business and shall be mailed or delivered to the Grantee at the address on
        file
        with EPLP or, in either case, at such other address as one party may
        subsequently furnish to the other party in writing.

       

      (n)  Taxes
        and Self-Employment Payments.  The Grantee shall be
        solely responsible for and shall file on a timely basis tax returns and payments
        required to be filed or made with respect the receipt of compensation under
        this
        Agreement, including, without limitation, tax returns and payments to United
        States federal, state and local income taxes, and payroll tax authorities,
        and
        social security, unemployment or disability insurance payments.  No
        federal, state or local income tax of any kind shall be withheld or paid
        by the
        Company with respect to the issuance of any securities hereunder or any
        amount paid to the Grantee under this Agreement.

       

      (o)  Successors
        and Assigns.  This Agreement shall be
        binding upon EPLP’s successors and assigns, whether or not this Agreement is
        expressly assumed.

       

      [signature
        page follows]

      

        
          
             

          

          
            9

            
              

            

          

           

        

      

      IN
        WITNESS WHEREOF, the undersigned have caused this Award Agreement to be executed
        as of the 4th day of December 2007.

       

       

       

      


      
        	
                 

              	
                ESSEX
                  PROPERTY TRUST, INC.

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                        By:

              	
                 

              	
                 

              	 
	
                 

              	
                 

              	
                Name:
                  Michael T. Dance

              	 	 
	
                 

              	
                 

              	
                Title:
                  Executive Vice President and Chief Financial Officer

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                ESSEX
                  PORTFOLIO, L.P.

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                By:
                  Essex Property Trust, Inc., its general partner

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	
                By:

              	
                 

              	
                 

              	 
	
                 

              	
                 

              	
                Name:
                  Michael T. Dance

              	
                 

              	 
	
                 

              	
                 

              	
                Title:
                  Executive Vice President and Chief Financial Officer

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                Grantee

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	
                 

              	 	 
	
                 

              	
                Name:

              	 	 
	 	 	 	 	 	 	 	 	 	 


      

      



      
        
           

        

        
          10

          
            

          

        

         

      


      EXHIBIT A

       

      FORM OF
        LIMITED PARTNER SIGNATURE PAGE

       

      The
        Grantee, desiring to become one of the within named Limited Partners of Essex
        Portfolio, L.P., hereby becomes a party to the First Amended and Restated
        Agreement of Limited Partnership of Essex Portfolio, L.P., as amended through
        the date hereof (the “Partnership Agreement”).  The Grantee agrees
        that this signature page may be attached to any counterpart of Essex
        Portfolio, L.P.’s Partnership Agreement.

       

      Signature
        Line for Limited Partner:

       

      


      
        	
                 

              	
                 

              	 	 
	
                 

              	
                Name:

              	
                 

              	
                 

              	 
	
                 

              	
                Date:
                  December, 2007

              	 	 
	
                 

              	
                 

              	 	 
	
                 

              	
                Address
                  of Limited Partner:

              	 	 
	
                 

              	
                 

              	
                 

              	 	 
	
                 

              	
                 

              	
                 

              	 	 
	 	 	 	 	 	 


      

       

      
        
           

        

        
          
            

          

        

         

      

      EXHIBIT B

       

      GRANTEE’S
        COVENANTS, REPRESENTATIONS AND WARRANTIES

       

      The
        Grantee hereby represents, warrants and covenants as follows:

       

      (a)           The
        Grantee has received and had an opportunity to review the following documents
        (the “Background Documents”):

       

      (i)           The
        latest Annual Report to Stockholders of Essex Property Trust, Inc., a Maryland
        corporation (the “Company”);

       

      (ii)           The
        Company’s Proxy Statement for its most recent Annual Meeting of
        Stockholders;

       

      (iii)           The
        Company’s Report on Form 10-K for the fiscal year most recently
        ended;

       

      (iv)           The
        Company’s Form 10-Q for the most recently ended quarter filed by the
        Company with the Securities and Exchange Commission since the filing of the
        Form 10-K described in clause (iii) above;

       

      (v)           Each
        of the Company’s Current Report(s) on Form 8-K, if any, filed since the end
        of the fiscal year most recently ended for which a Form 10-K has been filed
        by the Company;

       

      (vi)           First
        Amended and Restated Agreement of Limited Partnership of Essex Portfolio,
        L.P.,
        as amended (the “Partnership Agreement”);

       

      (vii)           The
        Essex Property Trust, Inc. 2004 Stock Incentive Plan (the “2004 Plan”);
        and

       

      (viii)                      The
        Company’s Articles of Amendment and Restatement, as amended.

       

      The
        Grantee also acknowledges that any delivery of the Background Documents and
        other information relating to the Company and Essex Portfolio, L.P., a
        California limited partnership (“EPLP”), prior to the determination by
        EPLP of the suitability of the Grantee as a holder of LTIP Units shall not
        constitute an offer of LTIP Units until such determination of suitability
        shall
        be made.

       

      (b)           The
        Grantee hereby represents and warrants that

       

      (i)           The
        Grantee either (A) is an “accredited investor” as defined in
        Rule 501(a) under the Securities Act of 1933, as amended (the
“Securities Act”), or (B) by reason of the business and financial
        experience of the Grantee, together with the business and financial experience
        of those persons, if any, retained by the Grantee to represent or advise
        him
        with respect to the grant to him of LTIP Units, the potential conversion
        of LTIP
        Units into 

      
        
           

        

        
          
            

          

        

        Partnership
          Units of EPLP (the “Common Units”)  and the potential
          redemption of such Common Units for shares of Common Stock (“REIT
          Shares”), has such knowledge, sophistication and experience in financial and
          business matters and in making investment decisions of this type that the
          Grantee (I) is capable of evaluating the merits and risks of an investment
          in
          EPLP and potential investment in the Company and of making an informed
          investment decision, (II) is capable of protecting his own interest or
          has
          engaged representatives or advisors to assist him in protecting his interests,
          and (III) is capable of bearing the economic risk of such
          investment.

      

       

      (ii)           The
        Grantee understands that (A) the Grantee is responsible for consulting his
        own tax advisors with respect to the application of the U.S. federal income
        tax
        laws, and the tax laws of any state, local or other taxing jurisdiction to
        which
        the Grantee is or by reason of the award of LTIP Units may become subject,
        to
        his particular situation; (B) the Grantee has not received or relied upon
        business or tax advice from the Company, EPLP or any of their respective
        employees, agents, consultants or advisors, in their capacity as such;
        (C) the Grantee provides services to EPLP on a regular basis and in such
        capacity has access to such information, and has such experience of and
        involvement in the business and operations of EPLP, as the Grantee believes
        to
        be necessary and appropriate to make an informed decision to accept this
        Award
        of LTIP Units; and (D) an investment in EPLP and/or the Company involves
        substantial risks.  The Grantee has been given the opportunity to make a
        thorough investigation of matters relevant to the LTIP Units and has been
        furnished with, and has reviewed and understands, materials relating to EPLP
        and
        the Company and their respective activities (including, but not limited to,
        the
        Background Documents).  The Grantee has been afforded the opportunity to
        obtain any additional information (including any exhibits to the Background
        Documents) deemed necessary by the Grantee to verify the accuracy of information
        conveyed to the Grantee.  The Grantee confirms that all documents, records,
        and books pertaining to his receipt of LTIP Units which were requested by
        the
        Grantee have been made available or delivered to the Grantee.  The Grantee
        has had an opportunity to ask questions of and receive answers from EPLP
        and the
        Company, or from a person or persons acting on their behalf, concerning the
        terms and conditions of the LTIP Units. The Grantee has relied upon, and
        is making his decision solely upon, the Background Documents and other written
        information provided to the Grantee by EPLP or the
        Company.

       

      (iii)           The
        LTIP Units to be issued, Common Units issuable upon conversion of the LTIP
        Units
        and any REIT Shares issued in connection with the redemption of any such
        Common
        Units will be acquired for the account of the Grantee for investment only
        and
        not with a current view to, or with any intention of, a distribution or resale
        thereof, in whole or in part, or the grant of any participation therein,
        without
        prejudice, however, to the Grantee’s right (subject to the terms of the LTIP
        Units, the 2004 Plan and this Agreement) at all times to sell or otherwise
        dispose of all or any part of his LTIP Units, Common Units or REIT Shares
        in
        compliance with the Securities Act, and applicable state securities laws,
        and
        subject, nevertheless, to the disposition of his assets being at all times
        within his control.

       

      (iv)           The
        Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the
        Common Units issuable upon conversion of the LTIP Units, have been registered
        under the Securities Act or state securities laws by reason of a specific
        exemption or exemptions from registration under the Securities Act and
        applicable state securities laws and, if such LTIP Units

      
        
           

        

        
           

          
            

          

        

        or
          Common
          Units are represented by certificates, such certificates will bear a legend
          to
          such effect, (B) the reliance by EPLP and the Company on such exemptions is
          predicated in part on the accuracy and completeness of the representations
          and
          warranties of the Grantee contained herein, (C) such LTIP Units or Common
          Units, therefore, cannot be resold unless registered under the Securities
          Act
          and applicable state securities laws, or unless an exemption from registration
          is available, (D) there is no public market for such LTIP Units or Common
          Units, and (E) neither EPLP nor the Company has any obligation or intention
          to register such LTIP Units or such Common Units under the Securities Act
          or any
          state securities laws or to take any action that would make available any
          exemption from the registration requirements of such laws, except, that,
          upon
          the redemption of the Common Units for REIT Shares, the Company may issue
          such
          REIT Shares under the 2004 Plan and pursuant to a Registration Statement
          on
          Form S-8 under the Securities Act, to the extent that (I) the Grantee is
          eligible to receive such REIT Shares under the 2004 Plan at the time of
          such
          issuance, (II) the Company has filed a Form S-8 Registration Statement with
          the Securities and Exchange Commission registering the issuance of such
          REIT
          Shares and (III) such Form S-8 is effective at the time of the issuance of
          such REIT Shares.  The Grantee hereby acknowledges that because of the
          restrictions on transfer or assignment of such LTIP Units acquired hereby
          and
          the Common Units issuable upon conversion of the LTIP Units which are set
          forth
          in the Partnership Agreement, the 2004 Plan or this Agreement, the Grantee
          may
          have to bear the economic risk of his ownership of the LTIP Units acquired
          hereby and the Common Units issuable upon conversion of the LTIP Units
          for an
          indefinite period of time.

      

       

      (v)           The
        Grantee has determined that the LTIP Units are a suitable investment for
        the
        Grantee.

       

      (vi)           No
        representations or warranties have been made to the Grantee by EPLP or the
        Company, or any officer, director, shareholder, agent, or affiliate of any
        of
        them, and the Grantee has received no information relating to an investment
        in
        EPLP or the LTIP Units except the information specified in Paragraph
        (b) above.

       

      (c)           So
        long as the Grantee holds any LTIP Units, the Grantee shall disclose to EPLP
        in
        writing such information as may be reasonably requested with respect to
        ownership of LTIP Units as EPLP may deem reasonably necessary to ascertain
        and
        to establish compliance with provisions of the Internal Revenue Code of 1986,
        as
        amended (the “Code”), applicable to EPLP or to comply with requirements
        of any other appropriate taxing authority.

       

      (d)           The
        Grantee hereby agrees to make an election under Section 83(b) of the
        Code with respect to the LTIP Units awarded hereunder, and has delivered
        with
        this Agreement a completed, executed copy of the election form attached hereto
        as Exhibit D .  The Grantee agrees to file the election (or to
        permit EPLP to file such election on the Grantee’s behalf) within
        thirty (30) days after the award of the LTIP Units hereunder with the IRS
        Service Center at which such Grantee files his personal income tax returns,
        and
        to file a copy of such election with the Grantee’s U.S. federal income tax
        return for the taxable year in which the LTIP Units are awarded to the
        Grantee.

      
        
           

        

        
           

          
            

          

        

      

      (e)           The
        address set forth on the signature page of this Agreement is the address of
        the Grantee’s principal residence, and the Grantee has no present intention of
        becoming a resident of any country, state or jurisdiction other than the
        country
        and state in which such residence is sited.

        
          
             

          

          
             

            
              

            

          

           

        

      

      EXHIBIT C

       

      ELECTION
        TO INCLUDE IN GROSS INCOME IN YEAR OF

      TRANSFER
        OF PROPERTY PURSUANT TO SECTION 83(B)

      OF
        THE INTERNAL REVENUE CODE

       

      The
        undersigned hereby makes an election pursuant to Section 83(b) of the
        Internal Revenue Code with respect to the property described below and supplies
        the following information in accordance with the regulations promulgated
        thereunder:

       

      1.           The
        name, address and taxpayer identification number of the undersigned
        are:

       

      
        	
                Name:

              	
                 

              	
                (the
                  “Taxpayer”)

              
	
                 

              	
                 

              
	
                Address:

              	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                Social
                  Security No./Taxpayer Identification No.:

              	
                 

              	
                 

              
	 	 	 	 	 	 


      

       

      2.           Description
        of property with respect to which the election is being made:

       

      The
        election is being made with respect to
                        
LTIP Units in Essex Portfolio, L.P. (the “Partnership”).

       

      3.           The
        date on which the LTIP Units were transferred is December 4, 2007.  The
        taxable year to which this election relates is calendar year 2007.

       

      4.           Nature
        of restrictions to which the LTIP Units are subject:

       

      
        	
                 

              	
                (a)

              	
                With
                  limited exceptions, until the LTIP Units vest, the Taxpayer may
                  not
                  transfer in any manner any portion of the LTIP Units without the
                  consent
                  of EPLP.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Taxpayer’s LTIP Units vest in accordance with the vesting provisions
                  described in the Schedule attached hereto.  Unvested LTIP Units
                  are forfeited in accordance with the vesting provisions described
                  in the
                  Schedule attached hereto.

              


      

       

      5.           The
        fair market value at time of transfer (determined without regard to any
        restrictions other than restrictions which by their terms will never lapse)
        of
        the LTIP Units with respect to which this election is being made was $0 per
        LTIP
        Unit.

       

      6.           The
        amount paid by the Taxpayer for the LTIP Units was $0 per LTIP
        Unit.

      
        
           

        

        
           

          
            

          

        

      

      7.           A
        copy of this statement has been furnished to Essex Portfolio, L.P. and Essex
        Property Trust, Inc.

       

      


      
        	
                 

              	
                Dated:

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                  Name:

              


      

      

        
          
             

          

          
             

            
              

            

          

           

        

      

      SCHEDULE A

       

      Vesting
        Provisions of LTIP Units

       

      LTIP
        Units are subject to time-based and performance-based vesting with the final
        vesting percentage equaling the product of the time-based vesting percentage
        and
        the performance-based vesting percentage.  Performance-based vesting will
        be from 0-100% based on the Essex Property Trust, Inc.’s (the “Company’s”)
        per-share total return to shareholders for the period from December 4, 2007
        to
        December 3, 2010 (or earlier in certain circumstances).  One hundred
        percent (100%) of the LTIP Units that remain outstanding following the
        determination of performance-based vesting will vest on December 4, 2010,
        provided that the Taxpayer remains a non-employee member of the Board of
        Directors of the Company through such dates, subject to acceleration in the
        event of certain change of control transactions or termination of the Taxpayer’s
        status as a non-employee director under specified circumstances.  Unvested
        LTIP Units are subject to forfeiture in the event of failure to vest if the
        Taxpayer is not a non-employee director on the applicable vesting date or
        performance-based vesting conditions are not satisfied.