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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/07/07 Archstone S-4/A 11:3.1M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-4/A Pre-Effective Amendment to Registration of HTML 2.47M Securities Issued in a Business-Combination Transaction 2: EX-5.1 Opinion re: Legality HTML 15K 3: EX-8.1 Opinion re: Tax Matters HTML 11K 4: EX-8.2 Opinion re: Tax Matters HTML 11K 7: EX-10.12 Material Contract HTML 16K 5: EX-10.8 Material Contract HTML 11K 6: EX-10.9 Material Contract HTML 18K 8: EX-15.1 Letter re: Unaudited Interim Financial Information HTML 7K 9: EX-21.1 Subsidiaries of the Registrant HTML 302K 10: EX-23.1 Consent of Experts or Counsel HTML 11K 11: EX-99.1 Miscellaneous Exhibit HTML 116K
Exhibit 10.9
FORM OF RESTRICTED SHARE UNIT AGREEMENT
ARCHSTONE-SMITH TRUST EQUITY PLAN FOR OUTSIDE TRUSTEES
Grant No. «GrantNo»
THIS AGREEMENT, entered into as of «GrantDate» (the "Grant Date"), by and between «FirstName» «LastName» (the "Participant"), and Archstone-Smith Trust (the "Trust");
WITNESSETH THAT:
WHEREAS, the Trust maintains the Archstone-Smith Trust Equity Plan for Outside Trustees as amended from time to time (the "Plan"), which is incorporated into and forms a part of this Agreement; and
WHEREAS, the Participant has been awarded a restricted share unit award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Trust and the Participant as follows:
All Units which are not vested upon the Participant's Date of Termination shall be forfeited on such date. For purposes of this Agreement, the Participant's "Date of Termination" shall be the day following the last day on which the Participant serves as a Trustee. "Retirement" means that the Participant (i) has reached the age of 60, and (ii)(A) has elected not to run for re-election to the Board, (B) has resigned from the Board between annual meetings of the
shareholders of the Trust, or (C) is ineligible to stand for re-election under the then-existing age limitation for nomination to the Board under the Trust's Corporate Governance Guidelines.
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For purposes of the Plan, "Cause" shall mean, in the reasonable judgment of the Administrator (i) the willful and continued failure by the Trustee to substantially perform his or her duties with the Trust after written notification by the Trust, (ii) the willful engaging by the Trustee in conduct which is demonstrably injurious to the Trust or any Related Trust, monetarily or otherwise, or (iii) the engaging by the Trustee in egregious misconduct involving serious moral turpitude. For purposes hereof, no act, or failure to act, on the Trustee's part shall be deemed "willful" unless done, or omitted to be done, by the Trustee not in good faith and without reasonable belief that such action was in the best interest of the Trust or Related Company. For purposes of this subsection, a Trustee's service shall be deemed to be terminated by the Trust or the successor to the Trust if the Trustee terminates service after a material reduction in the Trustee's annual compensation as in effect immediately prior to the Change in Control. If, upon a Change in Control, awards in other shares or securities are substituted for outstanding Awards pursuant to Section 4.3, and immediately following the Change in Control the Trustee becomes director of the entity into which the Trust merged, or the purchaser of substantially all of the assets of the Trust, or a successor to such entity or purchaser, the Trustee shall not be treated as having terminated service for purposes of this Section 4.13 until such time as the Trustee terminates service with the merged entity or purchaser (or successor), as applicable.
IN WITNESS WHEREOF, the Participant has hereunto set his hand, and the Trust has caused these presents to be executed in its name and on its behalf, all as of the Grant Date.
ARCHSTONE SMITH TRUST | PARTICIPANT | |
CAROLINE BROWER Executive Vice President, Secretary and General Counsel |
«FirstName» «LastName» |
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