Exhibit 10.1


 


FIRST
AMENDMENT TO


AMENDED
AND RESTATED


EMPLOYMENT
AGREEMENT


 


This First
Amendment to Amended and Restated Employment Agreement (this “Amendment”) is
entered into as of this 30th day of June, 2005, by and between
Equity Residential, a Maryland real estate investment trust (“Company”), and
Bruce W. Duncan (the “Executive”).


 


RECITALS


 


WHEREAS,
the Executive is currently employed by the Company as Chief Executive Officer
of the Company on the terms and conditions set forth in that certain Amended
and Restated Employment Agreement dated as of March 28, 2005 (the “A&R
Agreement”); and


 


WHEREAS,
the Executive and the Company desire to make certain changes in the terms of
the A&R Agreement and have agreed to amend the A&R Agreement to
implement such changes.


 


NOW
THEREFORE, in consideration of the mutual covenants
contained herein, and intending to be legally bound, Company and the Executive
hereby agree as follows:


 


1.                                       Other
than with respect to the third sentence of Section 4(b) and the first
sentence of Section 4(c) of the A&R Agreement, which are amended
as set forth below, the A&R Agreement is hereby amended by replacing each
and every reference to “January 2, 2006” with “December 31, 2005.”


 


2.                                       The
third sentence of Section 4(a) of the A&R Agreement is hereby
deleted and replaced in its entirety with the following:


 


“Notwithstanding
any other provision of this Agreement to the contrary, on January 2, 2006,
provided that Executive’s employment has not been terminated for Cause prior to
December 31, 2005 or Executive has not voluntarily terminated his
employment prior to December 31, 2005 for other than Good Reason,
Executive shall be entitled to the following compensation in addition to all
other compensation and benefits described in this Agreement: (i) $30,000
in cash and (ii) a fully vested award of 17,239 shares under the Company’s
2002 Share Incentive Plan (the “Plan”) made on January 2, 2006 and (iii) a
grant under the Plan on January 2, 2006 of a fully vested option expiring
on the tenth (10th) anniversary of the date of grant to purchase
42,614 shares at Fair Market Value on January 2, 2006 , as defined in the
Plan.”


 


3.                                       The
third sentence of Section 4(b) of the A&R Agreement is hereby
deleted and replaced in its entirety with the following:


 





















 


“Provided
Executive’s employment has not been terminated for Cause prior to December 31,
2005 or Executive has not voluntarily terminated his employment prior to December 31,
2005 for other than Good Reason, Executive’s annual cash bonus for 2005 shall be
100% of the Target Bonus, except as provided herein in the event of Executive’s
death or Disability prior to December 31, 2005, payable on January 2,
2006.”


 


4.                                       The
first sentence of Section 4(c) of the A&R Agreement is hereby
deleted and replaced in its entirety with the following:


 


“In addition
to other compensation to be paid under this Section 4, provided Executive’s
employment has not been terminated for Cause prior to December 31, 2005 or
Executive has not voluntarily terminated his employment prior to December 31,
2005 for other than Good Reason, the Executive will be eligible to receive an
annual long term incentive award of stock options, restricted stock and/or
performance units under the Company’s long term incentive plans for 2005, to be
received on January 2, 2006.”


 


5.                                       The
A&R Agreement, as amended by this Amendment, is hereby ratified, approved
and confirmed in all respects.


 


[signature page follows]


 


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IN WITNESS
WHEREOF, the parties have executed this Amendment as
of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EQUITY
  RESIDENTIAL, a Maryland real

  estate investment trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/      Samuel Zell

  
	
   

  	
  Name:

  	
  Samuel Zell

  	
   

  
	
   

  	
  Title:

  	
  Chairman of
  the Board

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/      Bruce W. Duncan

  
	
   

  	
  Name:

  	
  Bruce W.
  Duncan

  	
   

  
						



 


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