exv10w2



 






Exhibit 10.2




Equity Office Properties Trust

2003 Share Option and Share Incentive Plan




Participant Summary and

Performance Award Agreement (LTIP)




 






	 	 	 
	INTRODUCTION

	 	Equity Office Properties Trust (“EOPT”) has established the Equity Office
Properties Trust 2003 Share Option and Share Incentive Plan, as amended (the “Plan”). Under
the Plan, certain employees, officers, trustees and consultants may receive various rights
related to common shares of beneficial interest of EOPT (“Shares”), or a bookkeeping entry
representing the equivalent of Shares (“Share Units”), in either case subject to such
performance conditions as may be established by the Compensation Committee (the “Committee”)
of EOPT’s Board of Trustees (the “Board”)(a “Performance Award”).
	 
	 	 
	 

	 	This Summary and Agreement is intended as a guide to the terms and
conditions of the grant of a Performance Award pursuant to the Plan.
In addition, this Summary and Agreement is intended to serve as an
agreement between you (the “Grantee”) and EOPT, governing the terms
and conditions of the grant of a Performance Award to you
on[___], 200[_].
	 
	 	 
	 

	 	This Summary and Agreement is subject to and governed by all the
terms and conditions of the Plan, which are hereby incorporated by
reference. In the event of any discrepancy between the terms and
conditions of this Summary and Agreement and those of the Plan, the
terms and conditions of the Plan (including amendments to the Plan)
will control. Any other rights that may be granted to you under the
Plan or rights that may be granted to other individuals will be
described in separate documents for those individuals who are
eligible to receive them.
	 
	 	 
	 

	 	This Summary and Agreement includes a Glossary that defines certain
words and phrases used in this Summary and Agreement.






The effective date of the agreement reflected in this document

with respect to the Performance Award is [__________], 200[_].




This document constitutes part of a prospectus covering securities that have been registered

under the Securities Act of 1933.




 









 








The date of this Prospectus is[__________], 200[_]




 






	 	 	 
	PLAN

ADMINISTRATION

	 	The Plan is administered by the Committee, which
consists of at least three non-employee members of the
Board. The Board selects the Committee members and
may remove Committee members at any time.
	 
	 	 
	 

	 	The Committee designates those individuals eligible to receive
Performance Awards under the Plan and determines the terms,
conditions and restrictions governing the Performance Awards.
	 
	 	 
	 

	 	The Committee has the power, in connection with the administration of
the Plan, to interpret the terms, conditions and restrictions of the
Plan and this Summary and Agreement and to take any actions it deems
necessary to carry out the terms and purpose of the Plan. Any
interpretation or action by the Committee with respect to the Plan is
final and binding, without right of appeal, on each participant and
his or her heirs and transferees. Members of the Committee can be
reached at the address shown below.






 






	 	 	 
	ADDITIONAL

INFORMATION

	 	If you have any questions about the
Plan or if you would like to receive
a copy of the Plan, any additional
information relating to the Plan or
documents that have been filed by
EOPT with the Securities and
Exchange Commission (including
EOPT’s latest annual report, the
description of the Shares being
registered and any other reports
filed by EOPT pursuant to the
Securities Exchange Act of 1934, all
of which are incorporated by
reference herein), which are
available without charge, upon
written or oral request, you should
contact Ms. Robin Mariella in the
legal department at:






Equity Office Properties Trust

Two North Riverside Plaza

Suite 1600

Chicago, IL 60606

(312) 466-3646

robin_mariella@equityoffice.com




 









 





 






	 	 	 	 	 
	PERFORMANCE

AWARDS

	 	Q
	 	What is a Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	You have been granted a Performance
Award for a target number of [___]
Shares. A Performance Award is a right to
receive between 0% and 200% of the target
number of Shares, but only to the extent
the performance conditions set forth below
(the “Performance Goals”) are achieved
during the three calendar years beginning
January 1, 2006 and ending December 31,
2008 (the “Performance Period”).
Following the end of the Performance
Period, based on the extent to which the
Performance Goals have been achieved, you
will also be paid an amount in cash equal
to the cumulative amount of the dividends
that would have been paid on the number of
Shares earned during the Performance Period
if such Shares had been issued and
outstanding EOPT Shares. The grant of a
Performance Award to you does not create
any current property rights in Shares. You
will not have any other rights as an EOPT
shareholder with respect to Shares under
this Performance Award unless and until
Shares are transferred to you in settlement
of the Performance Award following the end
of the Performance Period, based on the
extent to which the Performance Goals have
been achieved.
	 
	 	 	 	 
	 

	 	 	 	The Committee determines the terms,
conditions and restrictions that apply to
each Performance Award granted under the
Plan. In no event, however, may the terms,
conditions and restrictions be inconsistent
with those of the Plan. Further, the grant
of a Performance Award does not confer upon
you the right to be retained in the
“Service” of EOPT. For purposes of the
Plan, your Service terminates when you no
longer perform services as an employee,
officer or trustee of EOPT or any
“Subsidiary” (as defined in the Plan).
	 
	 	 	 	 
	 

	 	Q
	 	What are the Performance Goals?
	 
	 	 	 	 
	 

	 	A
	 	The Performance Goals for the
Performance Period are based on the
relative Total Shareholder Return (TSR) of
EOPT. EOPT’s three-year TSR will be its
compound annual growth rate over the
Performance Period computed as follows:
	 
	 	 	 	 
	 

	 	 	 	((A + B) / C)1⁄3-1
	 
	 	 	 	 
	 

	 	 	 	where
	 
	 	 	 	 
	 

	 	 	 	A equals: the average closing price of
EOPT shares for the final






 









 






	 	 	 	 	 
	

	 	 	 	30 calendar days of the Performance Period (December 2, 2008
through December 31, 2008)
	 
	 	 	 	 
	 

	 	B equals:	the amount per share of all cash
distributions paid by EOPT to its common
shareholders during the Performance Period,
and
	 
	 	 	 	 
	 

	 	C equals:	the average closing price of
EOPT shares for the 30 calendar days prior
to the beginning of the Performance Period
(December 2, 2005 through December 31,
2005).






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	EOPT’s three-year TSR will be compared to a
similarly computed TSR of the companies
included in the Cohen & Steers Realty
Majors Index (a group of large REITs
spanning multiple sectors) at the end of
the Performance Period. If that index is
no longer available, the Committee will select another comparable
index. The actual number of Shares you
earn at the end of the Performance Period
will be based on the following performance
schedule:






	 	 	 	 	 
	 	 	Percent of Target
	 	3-Year TSR Percentile	Award Earned
	 	Below 35th percentile

	 	0	%
	 	35th percentile

	 	50	%
	 	50th percentile

	 	100	%
	 	75th percentile and above

	 	200	%






	 	 	 	 	 
	 

	 	 	 	The number of Shares earned will be interpolated for performance
between the 35th and 75th percentile.
	 
	 	 	 	 
	 

	 	Q
	 	Will share certificates be issued in my name at the time of grant
of a Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	No. Share certificates are not issued at the time of grant of a
Performance Award. At the time Shares are transferred to you in
settlement of the Performance Award following the end of the
Performance Period, based on the extent to which the Performance Goals
have been achieved, EOPT will reflect your ownership of such Shares by
book entry through Fidelity Brokerage LLC (“Fidelity”) or any other
administrative agent chosen by EOPT. For a fee, Fidelity will issue
share certificates upon your request after the Shares are transferred
to you.
	 
	 	 	 	 
	 








 









 






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Q
	 	What form of payout will I
receive for the Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	If a payout of the Performance Award is earned based on
satisfaction of the Performance Goals, payouts will be in the form of
either Shares or, in the discretion of the Chief Executive Officer and
the Executive Vice President – Human Resources of EOPT, the cash value
(as of the award determination date) of the Shares earned.
	 
	 	 	 	 
	 

	 	Q
	 	When will I receive my payout of the Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	To allow time for the TSR calculation and award determination,
your Performance Award will be paid out on or about the “award
determination date,” which will be the 15th business day
following the end of the Performance Period (or the 15th
business day following termination of employment due to death,
Disability, retirement at age 62 or a Change in Control).
	 
	 	 	 	 
	 

	 	Q
	 	Can I defer my Performance Award and dividend equivalents into the
SERP?
	 
	 	 	 	 
	 

	 	A
	 	If you are eligible to participate in the SERP, you will have
until six months before the end of the Performance Period to make an
irrevocable election to defer receipt of any Shares (or, if applicable,
cash value of Shares) and dividend equivalents that may otherwise be
transferred to you in settlement of the Performance Award following the
end of the Performance Period, by exchanging your right to receive such
Shares for Phantom Share Units under the SERP and by exchanging your
right to receive any cash or dividend equivalents for an equal amount
credited to your account under the SERP.
	 
	 	 	 	 
	 

	 	Q
	 	Can I transfer my Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	You may not sell, assign or otherwise transfer this Performance
Award. Any attempt to do so will be void and without effect. However,
you will have the right to transfer any Shares that are transferred to
you in settlement of the Performance Award following the end of the
Performance Period. If you are eligible to elect to defer receipt of
Shares under the SERP, transferability of the Phantom Share Units
credited to your account under the SERP will be controlled by the SERP
plan document.
	 
	 	 	 	 
	 

	 	Q
	 	Are there times when I cannot sell my Shares after they
have been transferred to me?
	 
	 	 	 	 
	 

	 	A
	 	Yes. There may be times when EOPT’s Chief Legal Counsel
imposes a “blackout period” because of the existence or
potential






 









 






	 	 	 	 	 
	 

	 	 	 	existence of significant non-public information, such
as a large acquisition or earnings that differ from stock
market expectations, or if EOPT conducts an additional offering
to sell more Shares. During these times, you may have to
temporarily wait to sell your Shares, whether or not such
information is communicated to you.
	 
	 	 	 	 	 	 
	 

	 	 	 	In addition, while an employee, if you are restricted to
trading within the window periods established under EOPT’s
insider trading policy (as determined by the Chief Legal
Counsel), you cannot sell any Shares (or any other holdings of
EOPT shares) outside of the window periods following the
release of quarterly financial information, or otherwise in
violation of any trading policy established by EOPT’s Chief
Legal Counsel and applicable to you.
	 
	 	 	 	 	 	 
	 

	 	 	 	
If you are an “affiliate” of EOPT under the federal securities
laws, your sales of Shares must comply with Rule 144. You will
be advised if you are subject to Rule 144.
	 
	 	 	 	 
	VESTING

	 	Q
	 	When will I become vested in my Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	At the conclusion of the Performance Period, provided that
you then are an employee of EOPT or a Subsidiary and otherwise
satisfy any conditions for vesting set forth in the Plan, you
will be 100% vested in whatever number of Shares you earn
during the Performance Period, based on the extent to which the
Performance Goals have been achieved.
	 
	 	 	 	 
	 

	 	Q
	 	Are there any circumstances under which I will vest in my
Performance Award before the end of the Performance Period?
	 
	 	 	 	 
	 

	 	A
	 	Yes. You will become immediately vested in your
Performance Award if your Service terminates:







	 	•	 	because of your death or “Disability” (as defined in
the Glossary); or
	 
	 	•	 	in connection with your retirement at or after age 62;
or
	 
	 	•	 	as a result of a Change in Control (as defined in the
Plan) of EOPT.





	 	 	 	 	 
	 

	 	 	 	In the event of termination of employment as a result of death
or Disability during a Performance Period, payout of the
Performance Award will be made at 100% of the target amount






 









 






	 	 	 	 	 
	

	 	 	 	of the Performance Award. In the event of termination of
employment during a Performance Period as a result of a Change
in Control of EOPT or retirement at or after age 62, payout of
the Performance Award will be made based on EOPT’s relative TSR
for the portion of the Performance Period ending on the
termination date using the same method as if you had completed
the three-year Performance Period, but appropriately adjusted
to account for the shorter period. You will also be paid a
cash amount for dividend equivalents accumulated up to the
termination event based on the number of EOPT shares actually
paid out.






 






	 	 	 	 	 
	FORFEITURE

	 	Q
	 	What happens if I
leave EOPT before the end
of the Performance Period?
	 
	 	 	 	 
	 

	 	A
	 	Unless your Service
terminates before the end
of the Performance Period
because of death,
Disability, retirement at
or after age 62 or a
Change in Control, you
will forfeit any rights
under the Performance
Award upon your
termination of Service.






 






	 	 	 	 	 
	TAX

CONSEQUENCES

	 	Q
	 	When do I pay tax on Shares or
cash transferred to me under the Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	At the time Shares or
cash are transferred to
you in
settlement of the
Performance Award (the
“award determination
date”), you will recognize
ordinary income in an
amount equal to the “Fair
Market Value” (as defined
in the Plan) of the Shares
and you will be subject to
income taxes and FICA
(Medicare and social
security taxes) on that
amount.
	 
	 	 	 	 
	 

	 	 	 	Alternatively, if you are
eligible to participate in
the SERP and you have
elected to defer receipt
of any Shares that may
otherwise be transferred
to you in settlement of
the Performance Award by
exchanging them for
Phantom Share Units (or,
if cash is to be paid in
settlement of the
Performance Award, if you
elected to defer the
cash), you will be
required to pay FICA when
the Shares or cash would
have been transferred to
you if you had not made a
deferral election. EOPT
or its agent will provide
you with a calculation of
the FICA due. You will
recognize ordinary






 









 






	 	 	 	 	 
	 

	 	 	 	income (and be subject to income
taxes) when you receive a distribution from the SERP in an amount
equal to the Fair Market Value of the Shares and the amount of any
cash distributed to you.
	 
	 	 	 	 
	 

	 	Q
	 	What is the tax
treatment for dividend
equivalents received with
respect to the number of
Shares earned under my
Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	Any dividend
equivalents received by
you following the end of
the Performance Period
with respect to the number
of Shares earned during
the Performance Period
will be treated as
compensation includable in
your gross income reported
on IRS Form W-2.
	 
	 	 	 	 
	 

	 	 	 	Alternatively, if you are
eligible to participate in
the SERP and you have
elected to defer receipt
of any dividend
equivalents that may
otherwise be transferred
to you upon settlement of
the Performance Award by
exchanging them for an
equal amount credited to
your Account under the
SERP, you will be required
to pay FICA when the
dividend equivalents
would, if you had not made
a deferral election, have
been transferred to you,
and EOPT or its agent will
provide you with a
calculation of the FICA
due. You will recognize
ordinary income (and be
subject to income taxes)
when amounts attributable
to the dividend
equivalents are
distributed to you from
the SERP.
	 
	 	 	 	 






 









 






	 	 	 	 	 
	 

	 	Q
	 	How do I remit
payment for any
withholding taxes owed
with respect to the
Performance Award?	 
	 
	 

	 	A
	 	Any income you
recognize with respect to
the Performance Award is
subject to all tax
withholding requirements.
Payment of part or all of
the required withholding
taxes may be satisfied as
follows:







	 	•	 	you may elect to
sell unrestricted Shares
through EOPT’s designated
broker (currently
Fidelity) to satisfy all
tax withholding
requirements provided that
you are in compliance with
EOPT’s insider trading
policy. Executive officers
of EOPT subject to Section
16 of Securities Exchange
Act of 1934 must obtain
prior approval from the
Chief Legal Counsel to
sell Shares to satisfy tax
withholding requirements.
	 
	 	•	 	EOPT may withhold
from any amounts payable
to you as compensation, or
otherwise, an amount
necessary to satisfy all
tax withholding
requirements;
	 
	 	•	 	you may elect to
deliver to EOPT’s
designated broker
(currently Fidelity) any
unrestricted Shares having
a Fair Market Value
determined as of the date
of such delivery equal to
the amount required to be
withheld;
	 
	 	•	 	EOPT may permit
any delivery of
unrestricted Shares to be
made by withholding Shares
otherwise transferable to
you in settlement of the
Performance Award equal to
the minimum amount
required to be withheld:
or
	 
	 	•	 	you may remit to
EOPT’s agent for the Plan
Administrator (currently
Fidelity) the amount
required to be withheld.





 






	 	 	 	 	 
	ELIGIBILITY

	 	Q
	 	Who is eligible to receive a Performance Award?
	 
	 	 	 	 
	 

	 	A
	 	SVPs (with the exception of SVPs
– Investments), RSVPs,
EVPs and the CEO of EOPT are eligible to receive
Performance Awards. The Committee designates the
individuals who receive Performance Awards under the Plan
for each Performance Period.






 






	 	 	 	 	 
	SHARES SUBJECT TO

THE PLAN

	 	 	 	The maximum aggregate number of Shares of EOPT available
for issuance under the Plan is 20,000,000. No more than
10,000,000 Shares are available for issuance under the Plan
pursuant to Awards other than options. To the extent that
Awards granted under the Plan expire unexercised or are
terminated, surrendered or canceled without the delivery of
Shares, the Shares allocated to






 









 






 






	 	 	 	 	 
	 

	 	 	 	such Awards shall again
become available for future grants under the Plan, unless
the Plan has terminated.
	 
	 	 	 	 	 	 
	 

	 	 	 	In the event of any change in the outstanding Shares due to
a reorganization, merger, or consolidation or on account of
any Share dividend or other distribution payable in Shares,
Share split, reverse split, recapitalization,
reclassification, combination of Shares, exchange of Shares
or other increase or decrease in Shares effected without
receipt of consideration by EOPT, the number of Shares
reserved for issuance under the Plan and Shares subject to
or covered by outstanding Awards shall be proportionately
adjusted by the Committee.
	 

	 	 	 	The Committee may make this adjustment in any manner it
deems equitable; however, in no event shall:







	 	•	 	the aggregate exercise price payable with respect
to Shares subject to an outstanding option or SAR be
changed; or
	 
	 	•	 	any fractional Shares be issued pursuant to any
such adjustment.






	 	 	 	 	 
	 

	 	 	 	If the adjustment results in fractional Shares, the
fractional Shares will be eliminated by rounding down to
the nearest whole Share.






 






	 	 	 	 	 
	MORE INFORMATION

ABOUT SHARES

	 	 	 	Shares are traded on the New York Stock Exchange under the
symbol “EOP.” Like other publicly traded shares, the price
for Shares will vary due to many factors, such as:







	 	•	 	general economic and political conditions,
	 
	 	•	 	tax and interest rates,
	 
	 	•	 	actual and expected changes in our earnings as
compared to past results,
	 
	 	•	 	comparisons with the earnings of other public
companies, and
	 
	 	•	 	other factors over which EOPT has no control.





 






	 	 	 	 	 
	SECTION 16

TRUSTEES &

OFFICERS OF

EOPT

	 	 	 	Rules promulgated under Section 16 of the Securities
Exchange Act of 1934 apply to Plan transactions by
executive officers and trustees of EOPT. Such individuals
must consult EOPT’s Chief Legal Counsel or his designee,
prior to selling or transferring any Shares acquired under the Plan.






 









 








 






	 	 	 	 	 
	DURATION,

MODIFICATION &

TERMINATION OF

THE PLAN

	 	 	 	Unless terminated earlier, the Plan will expire on March
26, 2013 and no Awards may be granted under the Plan after
that date. Notwithstanding the foregoing, EOPT reserves
the right to amend or terminate the Plan at any time,
subject to the approval of EOPT’s shareholders as may be
required by law. Any amendment or termination of the Plan
will not alter or impair any Award previously granted to
you under the Plan without your consent.
	 
	 	 	 	 





 






	 	 	 	 	 
	APPLICABLE LAWS

	 	 	 	The Plan is not subject to the Employee Retirement Income
Security Act of 1974, as amended, and is not qualified
under Section 401(a) of the Internal Revenue Code of 1986,
as amended.






 





	 	 	 	 	 
	NOTICES

	 	 	 	All notices under the agreement incorporated in this
Summary and Agreement shall be in writing and sent by
certified mail or by a nationally recognized overnight
delivery service, postage or charges prepaid. All notices
to EOPT should be addressed to the attention of the Chief
Legal Counsel and sent to the address provided on page 2 of
this Agreement. All notices to you will be sent to your
last known address on the records of EOPT.
Any such written notice or communication given by mail will
be deemed to have been given two (2) business days after
the date the notice or communication was mailed; or, if
sent by an overnight delivery service, it shall be deemed
to have been given one (1) business day after the date
sent.
	 
	 	 	 	 





 






	 	 	 	 	 
	SIGNATURES ON

AGREEMENT

	 	 	 	Please sign this agreement where indicated below and return
the originally signed copy to:

	 	 	 	 	 


	 
	 	 	 	 	 


	 

	 	 	 	 	 


	 






	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Please keep a copy of
this agreement for your records.
	 
	 	 	 	 	 	 
	 

	 	 	 	EQUITY OFFICE PROPERTIES TRUST
	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:                                                               


	 

	 	 	 





 









 






 









	 	 	 	 	 
	 
	 	Its:	 	 
	 
	 
	 
	 	GRANTEE	 	 







 






 









 








GLOSSARY OF TERMS



Cause means, as determined by the Committee and unless otherwise provided in an applicable
agreement with EOPT or a Subsidiary, (i) gross negligence or willful misconduct in connection with
the performance of duties; (ii) conviction of a criminal offense (other than minor traffic
offenses); or (iii) material breach of any term of EOPT’s insider trading policy, the Code of
Ethics for Certain Officers, EOPT’s Code of Ethics, or similar policy, or of any employment,
consulting or other services, confidentiality, intellectual property or non-competition agreements,
if any, between you and EOPT or a Subsidiary.



Committee means the Compensation Committee of the Board of Trustees of EOPT.



Disability means a physical or mental condition that entitles a participant to benefits under the
employer-sponsored long-term disability plan in which he or she participates.



EOPT means Equity Office Properties Trust, the sponsor of the Plan.



Phantom Share Unit means a bookkeeping entry representing an obligation of EOPT to pay the value of
Shares that you elected to defer receipt of by participating in the SERP.



Plan means the Equity Office Properties Trust 2003 Share Option and Share Incentive Plan, as
amended from time to time.



Plan Administrator means the Committee.



Service means your performance of services as an employee, officer or trustee for EOPT or any
Subsidiary.



Shares means common shares of beneficial ownership of EOPT, having a par value of $.01.