Equity Plan for Outside Trustees (2006)Full Document 

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AMENDED AND RESTATED ARCHSTONE-SMITH TRUST EQUITY PLAN FOR OUTSIDE TRUSTEES
ARCHSTONE-SMITH TRUST
EQUITY PLAN FOR OUTSIDE TRUSTEES
(As Amended and Restated as of November 1, 2002)
SECTION 1
HISTORY AND PURPOSE
     The Archstone Communities Trust 1996 Share Option Plan for Outside Trustees (the “Plan”) was established by Archstone Communities Trust (formerly known as Security Capital Pacific Trust) (the “Company”) to promote the interests of the Company and its shareholders by enhancing the Company’s ability to attract and retain the services of experienced and knowledgeable trustees and by encouraging such trustees to acquire a proprietary interest in the Company. Effective as of October 29, 2001, Archstone-Smith Trust assumed sponsorship of the Plan and was substituted for Archstone Communities Trust as the “Company” under the Plan and the Plan was amended, restated and continued in the form of “Archstone-Smith Trust 1996 Share Option Plan for Outside Trustees”. Effective as of January 1, 2002, the Plan was amended, restated and continued in the form of “Archstone-Smith Trust Equity Plan for Outside Trustees”. The following provisions constitute an amendment, restatement and continuation of the Plan as in effect immediately prior to November 1, 2002 (the “Effective Date”).
SECTION 2
GRANTS OF AWARDS
     2.1 Grant of Awards. Each Eligible Trustee (as defined below) shall be entitled to the grant of an “Award” (as defined below), subject to the following:
  (a)   On the date of each annual meeting of the Company’s shareholders on or after January 1, 2002, each Trustee who is then an Eligible Trustee (after the election of Trustees at the annual meeting) shall be granted 2,000 restricted stock units (“RSUs”). Each RSU corresponds to one Common Share of Beneficial Interest, par value $.01 per share, of the Company (the “Stock”). Notwithstanding the foregoing, an individual who first becomes an Eligible Trustee on the date of an annual meeting of the Company’s shareholders shall not be granted RSUs for the year beginning with the annual meeting if the individual has been awarded a stock-based award by reason of the individual’s serving on the Board of a company which is merged with and into the Company in the calendar year in which the merger occurs.
 
  (b)   If an individual becomes an Eligible Trustee on a date other than an annual meeting occurring on or after January 1, 2002, he shall be granted RSUs as of the date on which he first becomes an Eligible Trustee. The number of RSUs granted to an Eligible Trustee pursuant to this paragraph (c) shall be the number which would have been granted to the Eligible Trustee if he had become an Eligible Trustee at the immediately preceding annual meeting, except that such number of RSUs shall be subject to a pro-rata reduction to reflect the portion of the year prior to the date on which he becomes an Eligible Trustee. In no event shall fractional RSUs be granted, and the amount of any pro-rata reduction shall be rounded to the nearest whole number of RSUs.
For purposes of the Plan, the term (I) “Related Company” means any corporation or trade or business which would be, along with the Company, a member of controlled group of corporations or controlled group of trades or businesses as described in section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Code”), if the ownership test of section 414 were “at least 50%” rather than “at least 80%”, (II) “Award” means, for periods prior to January 1, 2002, an Option as awarded under the terms of the Plan as in effect prior to January 1, 2002 and, for periods on and after January 1, 2002, RSUs as awarded under the terms of the Plan as in effect on and after January 1, 2002, (III) “Eligible Trustee” means each member of the Board of Trustees of the Company (the

 


 

“Board”) who is not an employee of the Company or any Related Company, and (IV) “Participant” means an Eligible Trustee who has received the grant of an Award under the Plan.
     2.2 Deferrals of Eligible Fees. To the extent that, (a) prior to January 1, 2002, an Eligible Trustee had elected to defer receipt of his eligible fees pursuant to the terms of the Archstone-Smith Trust Deferred Fee Plan for Trustees (the “Deferred Fee Plan”), or (b) on and after January 1, 2002, an Eligible Trustee elects to defer receipt of his eligible fees pursuant to the terms of the Archstone-Smith Trust Deferred Compensation Plan (the “Deferred Compensation Plan”) and, in either case, such deferred amounts are to be settled in the form of shares of Stock, the Deferred Fee Plan and the Deferred Compensation Plan shall be considered part of this Plan and shall be subject to the terms and conditions of this Plan with respect to the issuance of shares of Stock in settlement of such obligations under the Deferred Fee Plan and the Deferred Compensation Plan, respectively.
     2.3 Option Terms. Each Option granted under the Plan prior to the Effective Date shall be subject to the terms of the Plan as in effect at the time such Option was granted, except to the extent the terms of such Option are otherwise amended after such date.
     2.4 RSU Terms. Each RSU granted under the Plan prior to the Effective Date shall be subject to the terms of the Plan as in effect at the time such RSU was granted, except to the extent the terms of such RSU are otherwise amended after such date. Each RSU granted on and after the Effective Date shall be subject to the following:
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  (a)   RSUs shall vest at the rate of 25% per year, beginning on the first anniversary of the date of grant; provided, however, that, except as otherwise provided herein or in the agreement evidencing the award of the RSU, no RSU (or any portion thereof) shall vest after the Participant’s Date of Termination (as defined in subsection 2.5).
 
  (b)   All RSUs granted to a Participant shall become 100% vested in the event the Participant’s Date of Termination occurs by reach of death or Disability (as defined below.
 
  (c)   RSUs granted under Plan shall be evidenced by an Agreement duly executed on behalf of the Company and by the Trustee to whom such RSUs are granted and dated as of the applicable date of grant. Each Agreement shall comply with and be subject to the terms of the Plan.