{"id":40698,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-retirement-savings-plan-equity-office-properties.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-retirement-savings-plan-equity-office-properties","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-retirement-savings-plan-equity-office-properties.html","title":{"rendered":"Supplemental Retirement Savings Plan &#8211; Equity Office Properties Trust and Equity Office Properties Management Corp."},"content":{"rendered":"<pre>\n                                  EQUITY OFFICE\n                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN\n\n                           EFFECTIVE NOVEMBER 1, 1997\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n--------------------------------------------------------------------------------\nSECTION                                                                    PAGE\n--------------------------------------------------------------------------------\n                                                                        \nARTICLE 1.....................................................................1\n\n   1.1 Purpose of Plan........................................................1\n\n   1.2 Status of Plan.........................................................1\n\nARTICLE 2.....................................................................1\n\n   2.1 Account................................................................1\n\n   2.2 Change of Control......................................................1\n\n   2.3 Code...................................................................2\n\n   2.4 Compensation...........................................................2\n\n   2.5 Credited Service.......................................................2\n\n   2.6 Educational Account....................................................2\n\n   2.7 Elective Deferral......................................................2\n\n   2.8 Eligible Employee......................................................2\n\n   2.9 Eligible Trustee.......................................................2\n\n   2.10 Employee Effective Date...............................................2\n\n   2.11 Employer..............................................................2\n\n   2.12 Enrollment Form.......................................................2\n\n   2.13 Entry Date............................................................2\n\n   2.14 EOPMC.................................................................3\n\n   2.15 EOPT..................................................................3\n\n   2.16 Equity Office.........................................................3\n\n   2.17 Extended Company......................................................3\n\n   2.18 ERISA.................................................................3\n\n   2.19 Funding Trust.........................................................3\n\n   2.20 Funding Trustee.......................................................3\n\n   2.21 Insolvent.............................................................3\n\n   2.22 Matching Deferral.....................................................3\n\n   2.23 Participant...........................................................3\n\n   2.24 Plan..................................................................3\n\n   2.25 Plan Administrator....................................................3\n\n   2.26 Plan Year.............................................................4\n\n   2.27 Qualified Plan........................................................4\n\n\n                                       -2-\n\n\n\n\n\n<font size=\"2\">\n                                                                            \n   2.28 Restricted Share........................................................4\n\n   2.29 Share...................................................................4\n\n   2.30 Share Appreciation Right................................................4\n\n   2.31 Share Option............................................................4\n\n   2.32 Share Deferral..........................................................4\n\n   2.33 Total and Permanent Disability..........................................4\n\n   2.34 Trustee Effective Date..................................................4\n\n   2.35 Unforeseeable Emergency.................................................4\n\n   2.36 Unrestricted Share......................................................4\n\nARTICLE 3.......................................................................5\n\n   3.1 Satisfaction of Eligibility Requirements.................................5\n\n   3.2 Commencement of Participation............................................5\n\n   3.3 Continued Participation..................................................5\n\n   3.4 Suspension of Participation..............................................5\n\nARTICLE 4.......................................................................5\n\n   4.1 Elective Deferrals.......................................................5\n\n   4.2 Share Deferrals..........................................................7\n\n   4.3 Matching Deferrals.......................................................8\n\n   4.4 Enrollment Forms.........................................................9\n\nARTICLE 5.......................................................................9\n\n   5.1 Accounts.................................................................9\n\n   5.2 Educational Account......................................................9\n\n   5.3 Investments.............................................................10\n\nARTICLE 6......................................................................11\n\n   6.1 General.................................................................11\n\n   6.2 Change of Control.......................................................11\n\n   6.3 Death or Disability.....................................................11\n\n   6.4 Insolvency..............................................................11\n<\/font>\n\n                                       -3-\n\n\n\n\n<font size=\"2\">\n                                                                            \nARTICLE 7......................................................................12\n\n   7.1 Election as to Time and Form of Payment.................................12\n\n   7.2 Termination of Service..................................................14\n\n   7.3 Death...................................................................14\n\n   7.4 Withdrawal Due to Unforeseeable Emergency...............................14\n\n   7.5 Withdrawal due to Educational Expense...................................15\n\n   7.6 Other Withdrawals.......................................................15\n\n   7.7 Forfeiture of Non-vested Amounts........................................16\n\n   7.8 Taxes...................................................................16\n\nARTICLE 8......................................................................16\n\n   8.1 Plan Administration and Interpretation..................................16\n\n   8.2 Powers, Duties, Procedures, Etc.........................................17\n\n   8.3 Information.............................................................17\n\n   8.4 Indemnification of Plan Administrator...................................17\n\nARTICLE 9......................................................................17\n\n   9.1 Amendments..............................................................17\n\n   9.2 Termination of Plan.....................................................17\n\n   9.3 Existing Rights.........................................................18\n\nARTICLE 10.....................................................................18\n\n   10.1 No Funding.............................................................18\n\n   10.2 Non-assignability......................................................18\n\n   10.3 Limitation of Participant's Rights.....................................18\n\n   10.4 Participants Bound.....................................................18\n\n   10.5 Receipt and Release....................................................19\n\n   10.6 Governing Law..........................................................19\n\n   10.7 Headings and Subheadings...............................................19\n<\/font>\n\n\n                                       -4-\n\n\n\n                                    ARTICLE 1\n                                  INTRODUCTION\n\n         1.1   PURPOSE OF PLAN\n\n         Equity Office Properties Trust and Equity Office Properties Management\nCorp. (collectively 'Equity Office') hereby adopt the Equity Office Supplemental\nRetirement Savings Plan ('Plan') to provide a means by which members of the\nBoard of Trustees of Equity Office Properties Trust, individuals who are\nemployees of Equity Office and individuals who are employees of related\ncompanies may elect to defer receipt of portions of their Compensation, to defer\nincome with respect to Unrestricted Shares, Restricted Shares, Share Options and\nShare Appreciation Rights, and to save for their retirement and for the\neducation of their children.\n\n         1.2   STATUS OF PLAN\n\n         Except with respect to the participation of trustees, it is intended\nthat the Plan be 'a plan which is unfunded and is maintained by an employer\nprimarily for the purpose of providing deferred compensation for a select group\nof management or highly compensated employees' within the meaning of Sections\n201(2), 301(a)(3) and 401(a)(1) of ERISA, and that the Plan be interpreted and\nadministered consistent with that intent.\n\n                                    ARTICLE 2\n                                   DEFINITIONS\n\n         Wherever used herein, the following terms have the meanings set forth\nbelow, unless a different meaning is clearly required by the context:\n\n         2.1 ACCOUNT means, for each Participant, the account established for\nhis or her benefit under Section 5.1.\n\n         2.2 CHANGE OF CONTROL means (i) the acquisition by any entity, person,\nor group acting in concert of more than 50% of the outstanding Shares from the\nholders thereof; (ii) a merger or consolidation of EOPT with one (1) or more\nother entities as a result of which the ultimate holders of all outstanding\nShares immediately prior to such merger or consolidation hold less than 50% of\nthe shares of beneficial ownership of the surviving or resulting corporation; or\n(iii) a direct or indirect transfer of substantially all of the property of EOPT\nother than to an entity of which EOPT directly or indirectly owns at least 50%\nof the shares of beneficial ownership.\n\n                                       -5-\n\n\n\n\n         2.3 CODE means the Internal Revenue Code of 1986, as amended from time\nto time. Reference to any section or subsection of the Code includes reference\nto any comparable or succeeding provisions of any legislation which amends,\nsupplements or replaces such section or subsection.\n\n         2.4 COMPENSATION means cash compensation payable by an Employer (before\ndeductions) for service performed for the Employer that currently would be\nincludable in gross income and may consist of either the Participant's (i)\nsalary, (ii) commissions, and\/or (iii) incentive pay. In the case of an Eligible\nTrustee, 'Compensation' shall include Board and Committee fees paid in cash.\n\n         2.5 CREDITED SERVICE means the Participant's Years of Credited Service\nas calculated for purposes of the Qualified Plan.\n\n         2.6 EDUCATIONAL ACCOUNT means an account established by a Participant\npursuant to Section 5.2, for the use described therein.\n\n         2.7 ELECTIVE DEFERRAL means the portion of Compensation which is\ndeferred by a Participant under Section 4.1.\n\n         2.8 ELIGIBLE EMPLOYEE means, as of the Employee Effective Date or,\nsubsequent thereto, one of the dates described in Section 3.1, those selected\nemployees of the Employer whose anticipated total annualized Compensation is not\nless than $100,000.\n\n         2.9 ELIGIBLE TRUSTEE means, as of the Trustee Effective Date or,\nsubsequent thereto, one of the dates described in Section 3.1, a member of the\nBoard of Trustees of EOPT who is not prevented from participating under the\nterms governing his or her service on the Board, as determined by the Chief\nLegal Counsel of EOPT.\n\n         2.10 EMPLOYEE EFFECTIVE DATE means December 1, 1997.\n\n         2.11 EMPLOYER means EOPMC, EOPT, or each other entity that is\naffiliated with Equity Office, and that adopts the Plan with the prior written\nconsent of EOPT.\n\n         2.12 ENROLLMENT FORM means the document or documents prescribed by the\nPlan Administrator and pursuant to which a Participant may make elections to\ndefer Compensation and\/or defer income with respect to Restricted Shares, Share\nOptions or Share Appreciation Rights, and related elections, hereunder.\n\n         2.13 ENTRY DATE means (i) for 1998 Plan Year, January 1 and October 1;\n(ii) for Plan Years beginning on or after January 1, 1999, March 1 and September\n1 of each Plan Year; (iii) in the case of an individual who is then an Eligible\nEmployee, the Employee Effective Date; and (iv) in the case of an individual\ndescribed in clause (b)(iii) of Section 4.1, the date as of which his or her\nEnrollment Form is effective, as described therein.\n\n                                      - 6 -\n\n\n\n         2.14 EOPMC means Equity Office Properties Management Corp., a Delaware\ncorporation, and any successor entity thereto.\n\n         2.15 EOPT means Equity Office Properties Trust, a Maryland real estate\ninvestment trust, and any successor thereto.\n\n         2.16 EQUITY OFFICE means EOPT and EOPMC collectively.\n\n         2.17 EXTENDED COMPANY means an Employer and any other entity so\ndesignated by the Plan Administrator, but only if such other entity maintains a\nnon-qualified deferred compensation arrangement that provides that if an\nemployee terminates his or her employment with the entity and immediately accept\na position with Equity Office, his or her employment is not treated as having\nterminated for purposes of distributions under such arrangement. The Plan\nAdministrator may change the entities designated as Extended Companies from time\nto time as it deems appropriate.\n\n         2.18 ERISA means the Employee Retirement Income Security Act of 1974,\nas amended from time to time. Reference to any section or subsection of ERISA\nincludes reference to any comparable or succeeding provisions of any legislation\nthat amends, supplements or replaces such section or subsection.\n\n         2.19 FUNDING TRUST means the grantor trust established by Equity Office\nto hold assets contributed under the Plan.\n\n         2.20 FUNDING TRUSTEE means the trustee or trustees under the Funding\nTrust.\n\n         2.21 INSOLVENT means, with respect to an Employer, either (i) the\nEmployer is unable to pay its debts as they become due, or (ii) the Employer is\nsubject to a pending proceeding as a debtor under the United States Bankruptcy\nCode.\n\n         2.22 MATCHING DEFERRAL means a contribution by an Employer for the\nbenefit of a Participant who is an Eligible Employee, as described in Section\n4.3.\n\n         2.23 PARTICIPANT means any individual who participates in the Plan in\naccordance with Article 3.\n\n         2.24 PLAN means the Equity Office Properties Trust and Equity Office\nProperties Management Corp. Supplemental Retirement Savings Plan as provided\nherein and as amended from time to time.\n\n         2.25 PLAN ADMINISTRATOR means the Vice President-Human Resources and\nEmployee Development of EOPT and each other person, persons or entity designated\nby EOPT to administer the Plan and to serve as the agent for the settlor of the\nFunding Trust as contemplated by the agreement establishing the Funding Trust,\nor an alternate designated by EOPT with respect to any matters relating solely\nto the Plan Administrator as a Participant. If \n\n                                       -7-\n\n\n\nno such person is so serving as the Vice President-Human Resources and Employee\nDevelopment at any time, EOPT shall be the Plan Administrator.\n\n         2.26 PLAN YEAR means the 12-month period ending on December 31;\nprovided that the first Plan Year shall be the partial year November 1 through\nDecember 31, 1997.\n\n         2.27 QUALIFIED PLAN means the Equity Office Properties Trust Retirement\nSavings Plan.\n\n         2.28 RESTRICTED SHARE means a Share that is subject to a substantial\nrisk of forfeiture for purposes of Section 83 of the Code.\n\n         2.29 SHARE means a share of beneficial interest, par value $ .01 per\nshare, of EOPT.\n\n         2.30 SHARE APPRECIATION RIGHT means a right to share in the\nappreciation of Shares granted by EOPT.\n\n         2.31 SHARE OPTION means an option to purchase Shares granted by EOPT.\n\n         2.32 SHARE DEFERRAL means the portion of a Share, Share Option or Share\nAppreciation Right deferred by a Participant under Section 4.2.\n\n         2.33 TOTAL AND PERMANENT DISABILITY means a physical or mental\ncondition that entitles a Participant to benefits under the Employer-sponsored\nlong-term disability plan in which he or she participates, as determined by the\nPlan Administrator in its discretion.\n\n         2.34 TRUSTEE EFFECTIVE DATE means January 1, 1998.\n\n         2.35 UNFORESEEABLE EMERGENCY means an immediate and heavy financial\nneed resulting from any of the following:\n\n         (a)      Expenses which are not covered by insurance and which the\n                  Participant or his or her spouse or dependent has incurred as\n                  a result of, or is required to incur in order to receive,\n                  medical care;\n\n         (b)      The need to prevent eviction of a Participant from his or her\n                  principal residence or foreclosure on the mortgage of the\n                  Participant's principal residence; or\n\n         (c)      Any other circumstance that is determined by the Plan\n                  Administrator, in the Plan Administrator's sole discretion, to\n                  constitute an unforeseeable emergency that (i) is not covered\n                  by insurance, (ii) cannot reasonably be relieved by the\n                  liquidation of \n\n                                       -8-\n\n\n\n                  the Participant's assets, and (iii) is consistent with the\n                  intent of Treasury Regulation Section 1.457-2(h)(4).\n\n         2.36 UNRESTRICTED SHARE means a Share that is not subject to a\nsubstantial risk of forfeiture for purposes of Section 83 of the Code.\n\n                                    ARTICLE 3\n                                  PARTICIPATION\n\n         3.1 SATISFACTION OF ELIGIBILITY REQUIREMENTS\n\n         Prior to each Entry Date, the Plan Administrator shall determine in its\ndiscretion the identity of those Eligible Employees and Eligible Trustees who\nmay commence their participation in the Plan as of such Entry Date. Prior to\neach Plan Year, the Plan Administrator shall determine in its discretion the\nidentity of those Participants who may continue their participation in the Plan\nfor such Plan Year. The Plan Administrator will notify Eligible Employees and\nEligible Trustees of their eligibility to participate in the Plan and provide\nthem with an Enrollment Form. If the Plan Administrator determines that a\nParticipant currently making Elective Deferrals, Share Deferrals or Matching\nDeferrals is not eligible to participate in the Plan as of an upcoming Plan Year\nbecause he or she no longer satisfies the eligibility requirements described in\nSection 2.8 or 2.9 (as applicable), the Participant will be subject to a\nsuspension of participation as described in Section 3.4 below.\n\n         3.2 COMMENCEMENT OF PARTICIPATION\n\n         An Eligible Employee or Eligible Trustee shall become a Participant in\nthe Plan on the first date as of which an Elective Deferral, Share Deferral, or\nMatching Deferral is credited to his or her Account.\n\n         3.3 CONTINUED PARTICIPATION\n\n         Subject to Section 7.2, a Participant in the Plan shall continue to be\na Participant so long as any amount remains credited to his or her Account.\n\n         3.4 SUSPENSION OF PARTICIPATION\n\n         If, pursuant to Section 3.1, the Plan Administrator determines that an\nactive Participant no longer satisfies the eligibility requirements of Section\n2.8 or 2.9 (as applicable), the Plan Administrator shall notify the Participant,\nand the Participant's Elective Deferrals, Share Deferrals and Matching Deferrals\nshall be suspended until the next following Entry Date as of which the\nParticipant again satisfies Section 2.8 or 2.9 (as applicable). If the Plan\nAdministrator, pursuant to Section 3.1, determines that the Participant again\nsatisfies the eligibility requirements of Section 2.8 or 2.9 (as applicable),\nthe Plan Administrator shall notify the Participant, and the Participant shall\nbe permitted to resume active participation in the Plan as of the next following\nEntry Date in accordance with Article 4. Upon such resumption, EOPT may make\nMatching Deferrals for such \n\n                                       -9-\n\n\n\n\nParticipant to make up for any Matching Deferrals not made while his or her\nparticipation was suspended.\n\n                                    ARTICLE 4\n                     ELECTIVE, SHARE AND MATCHING DEFERRALS\n\n         4.1 ELECTIVE DEFERRALS\n\n         (a) From and after the Employee Effective Date (in the case of an\nEligible Employee) or the Trustee Effective Date (in the case of an Eligible\nTrustee), an individual who is an Eligible Employee or Eligible Trustee may\nelect to defer receipt of a whole percentage or whole dollar amount of the\nCompensation otherwise payable to him or her, on and after a subsequent Entry\nDate. For purposes of the foregoing, the Elective Deferral of each Eligible\nEmployee will equal the lesser of (i) the elected percentage of his or her\nCompensation or elected dollar amount, as the case may be; or (ii) the entire\namount of his or her Compensation remaining after (A) all contributions that the\nEligible Employee has elected to make under all other retirement and welfare\nbenefit plans maintained by Equity Office have been deducted from his or her\nCompensation, and (B) deductions from Compensation required by law, including\nSocial Security and Medicare taxes. An Eligible Employee or Eligible Trustee who\ndesires to elect such a deferral shall complete and file an Enrollment Form with\nthe Plan Administrator. Notwithstanding any provision of the Plan to the\ncontrary, as of an Entry Date that is not the first Entry Date of a Plan Year,\nan Eligible Employee or Eligible Trustee may not reduce the percentage or dollar\namount elected for deferral.\n\n         (b) Each Enrollment Form shall be effective as described in clauses\n(i), (ii) (iii) and (iv) below.\n\n                  (i)      An Enrollment Form with respect to salary and\n                           commissions paid from and after the January 1\n                           (effective January 1, 1999, March 1) Entry Date in\n                           any Plan Year shall be filed on or before a deadline\n                           established by the Plan Administrator for the\n                           applicable Plan Year, but in no event later than the\n                           December 31 that precedes the first day of such Plan\n                           Year.\n\n\n                  (ii)     An Enrollment Form filed with respect to salary and\n                           commission paid from and after the October 1\n                           (effective January 1, 1999, September 1) Entry Date\n                           in any Plan Year shall be filed before the preceding\n                           September 1 (effective January 1, 1999, on or before\n                           the preceding June 1).\n\n\n                  (iii)    Notwithstanding clauses (i) and (ii), in the case of\n                           an individual who first becomes an Eligible Employee\n                           or Eligible Trustee following the commencement of the\n                           Plan Year, the Enrollment Form will be effective with\n                           respect to salary, commissions and fees received\n\n\n                                      -10-\n\n\n\n\n                           after the date the Enrollment Form is filed, if it is\n                           filed within 30 days after the date the individual\n                           becomes an Eligible Employee or Eligible Trustee.\n\n                  (iv)     An Enrollment Form with respect to incentive pay\n                           shall be filed on or before October 1 of the Plan\n                           Year preceding the Plan Year in which the incentive\n                           pay is otherwise payable; provided that, in the case\n                           of an individual who first becomes an Eligible\n                           Employee after October 1 of any Plan Year, the\n                           Enrollment Form will be effective if it is filed no\n                           later than 30 days after he or she becomes an\n                           Eligible Employee and before the start of the Plan\n                           Year in which the incentive pay is otherwise payable.\n\n                  (c) Except in the case of an Enrollment Form filed under\nclause (b)(iv), above, each Enrollment Form shall be effective for all\nCompensation to be paid to the Participant filing such Enrollment Form from and\nafter the Entry Date to which such Enrollment Form applies. An election to defer\nsalary or commissions also shall apply from and after subsequent Entry Dates\nunless changed as provided herein, or until such time (if any) that the\nParticipant is suspended from the Plan, as provided under Section 3.4 or Section\n7.6.\n\n                  (d) A Participant who is an Eligible Employee and for whom a\ndeferral election is or will be effective as of a January 1 (effective January\n1, 1999, March 1) Entry Date (or such later date permitted pursuant to clause\n(b) (iii), above) may elect to have Elective Deferrals contributed pursuant to\nthis Plan transferred to the Qualified Plan as salary deferrals as of the end of\nthe Plan Year, if and to the extent allowable under the Qualified Plan. The Plan\nAdministrator shall direct the Funding Trustee to transfer such Elective\nDeferrals as soon as possible after non-discrimination tests and other\ncompliance matters have been completed for the Qualified Plan for such Plan\nYear. The Participant must submit an Enrollment Form indicating such election on\nor before September 1 (effective January 1, 1999, June 1) of the Plan Year for\nwhich it is effective. Such election shall be irrevocable for the Plan Year in\nwhich it is made.\n\n         4.2 SHARE DEFERRALS\n\n                           (a) An individual who is an Eligible Employee or\nEligible Trustee and who has received (or is to receive) a Restricted Share,\nShare Option or Share Appreciation Right or is to receive an Unrestricted Share\nmay elect to defer (i) with respect to an Unrestricted Share, the ownership\nthereof; (ii) with respect to a Restricted Share, the ownership of the Share\nwhen it is an Unrestricted Share; or (iii) with respect to the Share Option or\nShare Appreciation Right, the ownership of the Shares or other proceeds of an\nexercise thereof. An Eligible Employee or Eligible Trustee who desires to elect\na Share Deferral shall complete and file an Enrollment Form with the Plan\nAdministrator. Notwithstanding the foregoing, Board of Trustees or Board\nCommittee fees paid in Unrestricted Shares to Eligible Trustees for 1998 shall\nbe deferred. The Participant may also make an election, applicable if the\nFunding Trustee receives and complies with a Participant's request to invest the\ndeferred amount in Shares, to have any dividends paid on \n\n                                      -11-\n\n\n\n\nsuch Shares distributed to the Participant when received by the Funding Trustee;\nprovided that, in the absence of such an election, such dividends shall be\ncredited to his or her Account.\n\n                  (b) An election to defer pursuant to paragraph (a) must be\nmade (i) with respect to an Unrestricted Share paid in connection with the\nParticipant's bonus, on or before October 1 of the Plan Year preceding the Plan\nYear in which the Unrestricted Share is otherwise awarded; (ii) with respect to\nany other Unrestricted Share, no less than six months before it is awarded or\nsold to the Participant; (iii) with respect to a Restricted Share, at least 12\nmonths before the date it would become an Unrestricted Share; or (iv) with\nrespect to a Share Option or Share Appreciation Right, at least six (6) months\nprior to the date the Share Option or Share Appreciation Right is exercised, or\nat such other time as the Plan Administrator may specify. Deferrals will only be\neffective if the individual making the election is still an Eligible Employee or\nEligible Trustee (I) in the case of a deferral of an Unrestricted Share, on the\ndate such Share would otherwise be received by the Participant; (II) in the case\nof a deferral of a Restricted Share, on the date such Share would become an\nUnrestricted Share; or (III) in the case of a deferral of a Share Option or\nShare Appreciation Right, on the date that a Share Option or Share Appreciation\nRight is exercised.\n\n                  (c) Except as provided in the last sentence of this paragraph,\nthe Funding Trustee shall not be required to hold on behalf of a Participant any\nUnrestricted Share, Restricted Share, Share Option or Share Appreciation Right\ndeferred in accordance with paragraph (a) above. Instead, the Funding Trustee\nshall credit to the Participant's Account an amount equal to (i) in the case of\nan Unrestricted Share or Restricted Share, the fair market value thereof on the\ndate that the Share would otherwise be received by the Participant (or in the\ncase of a deferral of a Restricted Share elected after the Share has been\nreceived, on the date that the Enrollment Form is received by the Plan\nAdministrator); and (ii) in the case of a Share Option or Share Appreciation\nRight, the excess of the fair market value of the underlying Shares over the\nexercise or base price thereof on the date of exercise. The Participant may\nrequest, in accordance with Section 5.3, that amounts credited to his or her\nAccount following a Share Deferral be invested in Shares, provided that the\nFunding Trustee shall have no obligation to comply with such request.\nNotwithstanding the foregoing, in the case of an Unrestricted Share that is paid\nto an Eligible Trustee as Board or Committee fees and automatically deferred as\ndescribed in paragraph (a), to the extent provided by the COC, the Funding\nTrustee shall invest the resulting amount credited to the Participant's Account\nin Shares.\n\n         4.3 MATCHING DEFERRALS\n\n                  (a) Not later than the latest date permitted by Section 404 of\nthe Code for matching contributions under the Qualified Plan with respect to\neach Plan Year thereunder (or such later date that the need for a Matching\nDeferral is determined), the Employer shall contribute a Matching Deferral to\nthe Account of each Participant who is an Eligible Employee, if required by the\nnext sentence. The Matching Deferral for each Eligible Employee for the Plan\nYear shall equal the excess of (i) the amount, if any, by which the Eligible\nEmployee's matching contributions under the Qualified Plan were reduced because\nof the operation of Section 401(m) of the Code, or because the amount of his or\nher elective contributions to the Qualified Plan were \n\n                                      -12-\n\n\n\n\nreduced by operation of Section 401(k)(3) of the Code (but considering all other\nconditions, restrictions and provisions of the Code or the Qualified Plan); over\n(ii) any amount paid to the Eligible Employee with respect to such Plan Year by\nthe Qualified Plan or the Employer to compensate or otherwise make up for such\nreduction.\n\n                  (b) Notwithstanding paragraph (a) above, a Matching Deferral\nwill be made for an Eligible Employee for a Plan Year only if the Eligible\nEmployee would have been eligible to receive allocation of a matching\ncontribution made under the Qualified Plan for such Plan Year.\n\n         4.4 ENROLLMENT FORMS\n\n         All Enrollment Forms filed pursuant to Article 4 shall be irrevocable\n(i) with respect to Elective Deferrals under Section 4.1, except as provided\ntherein; and (ii) for Share Deferrals under Section 4.2, with respect to the\nUnrestricted Share, Restricted Share, Share Option or Share Appreciation Right\nsubject thereto. Notwithstanding the foregoing, if a Participant incurs an\nUnforeseeable Emergency, he or she may amend or revoke his or her Enrollment\nForm (but only to the extent reasonably needed to relieve the Unforeseeable\nEmergency) by filing a new Enrollment Form. Any Enrollment Form that amends or\nrevokes an Enrollment Form shall be effective as described in the first sentence\nof this Section 4.4; provided that, if the Enrollment Form was previously\namended, the Participant will be entitled to further amend or revoke the\nEnrollment Form if the Participant incurs an Unforeseeable Emergency.\n\n                                    ARTICLE 5\n                                    ACCOUNTS\n\n         5.1 ACCOUNTS\n\n         The Plan Administrator shall establish an Account for each Participant\nreflecting Elective Deferrals, Share Deferrals and Matching Deferrals (if\napplicable) made for the Participant's benefit together with any adjustments for\nincome, gain or loss and any payments from the Account. Elective Deferrals,\nShare Deferrals and Matching Deferrals will be credited to the Account of each\napplicable Participant as of the later of the date they are received by the\nFunding Trustee or the date the Funding Trustee receives from the Plan\nAdministrator such instructions as the Funding Trustee may reasonably require to\nallocate the amount received among the investments maintained by the Funding\nTrustee. A Participant's Account shall also include any Educational Account\nestablished pursuant to Section 5.2. As soon as practicable following the last\nbusiness day of each calendar quarter, the Plan Administrator (or its designee)\nshall provide the Participant with a statement of such Participant's Account\nreflecting the income, gains and losses (realized and unrealized), amounts of\ndeferrals and distributions with respect to such Account since the prior\nstatement.\n\n                                      -13-\n\n\n\n\n         5.2 EDUCATIONAL ACCOUNT\n\n                  (a) An Eligible Employee may transfer any vested portion of\nhis or her Plan Account into an Educational Account in accordance with this\nSection 5.2.\n\n                  (b) An Educational Account may be established for any adopted\nor natural-born child of an Eligible Employee in order to finance such child's\npost-secondary undergraduate or graduate level education. An Eligible Employee\nwishing to establish an Educational Account shall so notify the Plan\nAdministrator in writing, on a form prescribed by the Plan Administrator for\nthat purpose, no later than: (i) with respect to an Educational Account\nestablished to finance a child's undergraduate education, the beginning of the\nchild's last full academic year of secondary education, or (ii) with respect to\nan Educational Account established to finance a child's graduate education, the\nbeginning of the child's last full academic year of undergraduate education.\n\n                  (c) The balance of an Eligible Employee's Educational Account,\nadjusted for earnings, gains and losses, may be withdrawn by the Eligible\nEmployee on a quarterly basis to pay expenses related to tuition, books, lodging\nand meals in connection with the undergraduate or graduate-level education (as\napplicable) of the child with respect to whom the Account was established, to\nthe extent incurred at an accredited institution of higher learning; provided,\nhowever, that lodging expenses incurred as a result of the child's residence in\na home owned directly or indirectly by the Eligible Employee or a member of his\nor her family shall not be reimbursed. Distribution of the balance of an\nEducational Account shall be governed by Section 7.5.\n\n         5.3 INVESTMENTS\n\n                  (a) The assets of the Funding Trust shall be invested in such\ninvestments as the Funding Trustee shall determine. The Funding Trustee may (but\nis not required to) consider the Employer's or a Participant's investment\npreferences when investing the assets attributable to a Participant's Account.\nAll Elective Deferrals contributed pursuant to the Plan by Eligible Trustees\nshall be invested in Shares; provided that, if amounts contributed by a\nParticipant who is an Eligible Trustee are being distributed in installments,\nthen the Account of such Participant shall be subject to the first two (2)\nsentences of this paragraph (a).\n\n                  (b) EOPT may, at its discretion, provide the Funding Trustee\nwith the opportunity to purchase Shares at a discounted price on behalf of one\n(1) or more Eligible Employees and\/or Eligible Trustees, subject to conditions\nestablished by EOPT (which may include the condition that any such Eligible\nEmployee has surrendered other similar opportunities to purchase Shares). If the\nEmployer provides such opportunity, it will either sell such common Shares\ndirectly to the Funding Trustee or make cash contributions as necessary to\npermit the Funding Trustee to buy such Shares on the open market or from other\nsources. The Plan Administrator may impose restrictions on the purchase of\nShares in accordance with the Securities Act of 1933 and\/or the Securities\nExchange Act of 1934.\n\n                  (c) Subject to paragraph (a) above, a Participant may request\nthat the Funding Trustee hold the following types of investments in such\nParticipant's Account:\n\n                           (i) Mutual funds (load or no-load)\n\n                                      -14-\n\n\n\n\n                           (ii) Securities traded on the NASDAQ national market\n                  or a national securities exchange.\n\n                  (d) Expense charges for transactions performed for each\nParticipant's Account shall be paid from each respective Account and will be\nlisted on the quarterly statement for such Account. Other Plan charges and\nadministrative expenses will be paid by the Employer.\n\n                                      -15-\n\n\n\n\n                                    ARTICLE 6\n                                     VESTING\n\n         6.1 GENERAL\n\n                  (a) A Participant shall at all times have a fully vested and\nnonforfeitable right to all Elective Deferrals credited to his or her Account,\nadjusted for income, gain and loss attributable thereto.\n\n                  (b) A Participant shall become vested in the portion of his or\nher Account derived from a Share Deferral credited to his or her Account\nattributable to a Restricted Share, adjusted for income, gain and loss\nattributable thereto, at the same time that such Restricted Share would have\nbecome a Share that was not a Restricted Share.\n\n         A Participant shall at all times have a fully vested and nonforfeitable\nright to all Share Deferrals credited to his or her Account and attributable to\nUnrestricted Shares, Share Options or Share Appreciation Rights.\n\n                  (c) Subject to earlier vesting as provided in Sections 6.2,\n6.3 and 6.4, a Participant shall become vested in the portion of his or her\nAccount attributable to Matching Deferrals credited to his or her Account,\nadjusted for income, gain and loss attributable thereto, based on his or her\nyears of Credited Service in accordance with the following schedule:\n\n\n<font size=\"2\">\n\n         YEARS OF CREDITED SERVICE         VESTED PERCENTAGE\n         -------------------------         -----------------\n                                        \n                    0-1                           0%\n                     2                            25%\n                     3                            50%\n                     4                            75%\n                     5                           100%\n<\/font>\n\n         6.2 CHANGE OF CONTROL\n\n         A Participant who is then in the employ of the Employer shall become\nfully vested in his or her Account immediately prior to a Change of Control of\nhis or her Employer.\n\n         6.3 DEATH OR DISABILITY\n\n         A Participant shall become fully vested in his or her Account\nimmediately prior to termination of the Participant's employment by reason of\nthe Participant's death or Total and Permanent Disability.\n\n         6.4 INSOLVENCY\n\n         A Participant who is then in the employ of the Employer shall become\nfully vested in his or her Account immediately prior to his or her Employer's\nbecoming Insolvent, in which case the Participant will have the same rights as a\ngeneral creditor of the Employer with respect to his or her Account balance.\n\n                                      -16-\n\n\n\n                                    ARTICLE 7\n                                    PAYMENTS\n\n         7.1 ELECTION AS TO TIME AND FORM OF PAYMENT\n\n                  (a) A Participant may specify a distribution date applicable\nto his or her Elective Deferrals, vested Share Deferrals and vested Matching\nDeferrals in accordance with the following:\n\n                           (i)   A Participant may specify (on the first\n                                 Enrollment Form used under Section 4.1, 4.2 or,\n                                 if filed earlier, on a special Enrollment Form\n                                 filed on or before September 1 (effective\n                                 January 1, 1999, June 1, of a Plan Year for\n                                 Matching Deferrals under Section 4.3 with\n                                 respect to such Plan Year) the date or age at\n                                 which all Elective Deferrals, vested Share\n                                 Deferrals and vested Matching Deferrals\n                                 described in the last sentence of this\n                                 subparagraph (i), adjusted for earnings, gains\n                                 and losses attributable thereto, will be paid\n                                 or commence to be paid to the Participant. Such\n                                 specified date shall not be earlier than the\n                                 January 1 that is at least one year after the\n                                 Plan Year subject to such Enrollment Form and\n                                 shall apply to all Elective Deferrals, vested\n                                 Share Deferrals and vested Matching Deferrals\n                                 for (A) the Plan Year for which the Enrollment\n                                 Form is filed; (B) any prior Plan Year, in the\n                                 case of a Matching Deferral for which no\n                                 Enrollment Form was filed; and (C) any\n                                 subsequent Plan Year the last day of which is\n                                 at least one full Plan Year before the\n                                 Participant's elected distribution date.\n\n                           (ii)  On the Enrollment Form filed for the first Plan\n                                 Year with respect to which a distribution date\n                                 election under subparagraph (i) would not be\n                                 applicable (and for the first Plan Year with\n                                 respect to which an election under this\n                                 subparagraph would not be applicable pursuant\n                                 to the last sentence of this subparagraph), a\n                                 Participant may specify the date on which\n                                 distribution of the Participant's Elective\n                                 Deferrals, vested Share Deferrals and vested\n                                 Matching Deferrals described in the last\n                                 sentence of this subparagraph (ii), as adjusted\n                                 for earnings, gains and losses, will be paid or\n                                 commenced to be paid to the Participant. Such\n                                 specified date shall not be earlier than the\n                                 January 1 that is at least one year after the\n                                 Plan Year subject to such Enrollment Form and\n                                 shall apply to all Elective Deferrals, vested\n                                 Share Deferrals and vested Matching Deferrals\n                                 (as adjusted) for the Plan Year for which the\n                                 Enrollment form is filed, and for \n\n                                      -17-\n\n\n\n                                 any subsequent Plan Year the last day of which\n                                 is at least one full Plan Year before the\n                                 Participant's specified distribution date.\n\n                  (b) If approved by the Plan Administrator, a Participant may\nchange a date elected for distribution pursuant to paragraph (a); provided that\n(i) the change is filed with the Plan Administrator no later than the December\n31 that is at least one year before the Plan Year in which the previously\nelected date occurs; (ii) the new date for distribution occurs no earlier than\nthe second Plan Year after the Plan Year in which the previously elected date\noccurs; and (iii) a Participant shall not change a date for distribution more\nthan once in any two consecutive Plan Years, or more than twice in any five\nconsecutive Plan Years.\n\n                  (c) The Participant's election under this Section 7.1 may\nprovide for payments to be made in the form of either:\n\n                           (i)   A single lump-sum payment; or\n\n                           (ii)  Annual installments over a period elected by\n                                 the Participant of up to ten (10) years, the\n                                 amount of each installment to equal the then\n                                 balance of the Account divided by the number of\n                                 installments remaining to be paid. The\n                                 Participant may separately designate the date\n                                 or age of the initial payment and the date or\n                                 age that the remaining payments are to begin.\n\nA Participant who has made no election under this paragraph (c) or a Participant\nwho has made such an election and wishes to change the election, may make an\nelection under this paragraph; provided that no election that is made other than\non the Enrollment Form to which an Elective Deferral, a Share Deferral or a\nMatching Deferral is subject shall be effective until the January 1 that is at\nleast 12 months after the date the election is filed with the Plan\nAdministrator. Any such change shall also apply to all previous Enrollment Forms\nand Change Forms filed by the Participant to the extent that the change\nsatisfies the preceding sentence in connection with such Forms.\n\n                  (d) Except as provided in Sections 7.2, 7.3, 7.4, 7.5 and 7.6,\npayments from a Participant's Account shall be made in accordance with the\nParticipant's elections under this Section 7.1. If no election is made by a\nParticipant, distribution shall be made in a single lump sum upon the\ntermination of the Participant's employment.\n\n                  (e) Payments from a Participant's Account shall be in cash or\nin kind (comprising assets of the Funding Trust), as determined by the Funding\nTrustee. The Funding Trustee may (but is not required to) consider the\nEmployer's or a Participant's preferences when determining the form in which\npayment is made from the Participant's Account.\n\n                                      -18-\n\n\n\n\n         7.2 TERMINATION OF SERVICE\n\n         Upon termination of a Participant's service as a member of EOPT's Board\nof Trustees, or termination of a Participant's employment with all Employers and\nExtended Companies, as the case may be, for any reason other than death, the\nvested portion of the Participant's\n\nAccount shall be paid to the Participant according to the Participant's\ndistribution election, unless the Plan Administrator elects, in its sole\ndiscretion, to pay out a Participant's Account balance in a single lump sum as\nsoon as practicable following the date of termination. Equity Office shall have\nthe right to offset against any payments made to a Participant under this\nSection 7.2 an amount as is necessary to reimburse Equity Office for liabilities\nor obligations of the Participant to Equity Office, including for amounts\nmisappropriated by the Participant.\n\n         7.3 DEATH\n\n                  (a) If a Participant dies prior to the complete distribution\nof his or her Account, the vested portion of the Participant's Account shall be\npaid to the Participant's designated beneficiary or beneficiaries, according to\nthe Participant's distribution election, unless the Plan Administrator elects,\nin its sole discretion, to pay out a Participant's Account balance in a single\nlump sum as soon as practicable following the date of termination.\n\n                  (b) A Participant may designate a beneficiary by so notifying\nthe Plan Administrator in writing, at any time before Participant's death, on a\nform prescribed by the Plan Administrator for that purpose. A Participant may\nrevoke any beneficiary designation or designate a new beneficiary at any time\nwithout the consent of a beneficiary or any other person. If no beneficiary is\ndesignated or no designated beneficiary survives the Participant, payment shall\nbe made to the Participant's surviving spouse, or, if none, to the Participant's\nissue per stirpes, in a single payment. If no spouse or issue survives the\nParticipant, payment shall be made in a single lump sum to the Participant's\nestate.\n\n         7.4 WITHDRAWAL DUE TO UNFORESEEABLE EMERGENCY\n\n         If a Participant experiences an Unforeseeable Emergency, the Plan\nAdministrator, in its sole discretion, may pay to the Participant only that\nportion, if any, of the vested portion of such Participant's Account which the\nPlan Administrator determines is necessary to satisfy the emergency need,\nincluding any amounts necessary to pay any federal, state or local income taxes\nreasonably anticipated to result from the distribution. A Participant requesting\nan emergency payment shall apply for the payment in writing using a form\nprescribed by the Plan Administrator for that purpose and shall provide such\nadditional information as the Plan Administrator may require.\n\n                                      -19-\n\n\n\n\n         7.5 WITHDRAWAL DUE TO EDUCATIONAL EXPENSE\n\n                  (a) The balance of an Educational Account established under\nSection 5.2 shall be distributed on a quarterly basis at the Participant's\nrequest as the expenses described in Section 5.2 are incurred by or for the\nchild with respect to whom the Educational Account was established. The\nParticipant's request shall be in writing, delivered to the Plan Administrator,\non a form prescribed for that purpose by the Plan Administrator. The Plan\nAdministrator may require such documentation as it deems necessary to\nsubstantiate such expenses.\n\n                  (b) Notwithstanding the foregoing, 90% of the balance of an\nEducational Account shall be transferred back to the Account of the Participant\nand the balance of the Educational Account shall be forfeited as of the earlier\nof: (i) the date as of which the child ceases full-time pursuit of undergraduate\nor graduate-level education (as applicable) for a period of more than 12\nconsecutive months; or (ii) with respect to (A) an Educational Account\nestablished to finance the undergraduate education of a Participant's child, the\nchild's 23rd birthday, or (B) an Educational Account established to fund the\ngraduate education of a Participant's child, the child's 28th birthday.\n\n                  (c) Notwithstanding the foregoing, 100% of the balance of an\nEducational Account shall be transferred back to the Participant's Account if\nthe child with respect to whom the Educational Account is established dies or\nbecomes disabled (as defined below) before reaching: (i) age 23 with respect to\nan Educational Account established to finance the child's undergraduate\neducation, or (ii) age 28 with respect to an Educational Account established to\nfinance the child's graduate education. For purposes of this Section 7.5, a\nParticipant's child shall be deemed to be 'disabled' if the Plan Administrator,\nin its discretion, determines that an illness or injury has rendered the child\nphysically or mentally incapable of the full-time pursuit of the course of study\nfor which the Educational Account was established. The Plan Administrator may\nrequest such evidence of the child's illness or injury as it deems necessary to\nestablish the existence of a disability.\n\n         7.6 OTHER WITHDRAWALS\n\n         Upon the request of a Participant, the Plan Administrator, in its sole\ndiscretion, may pay to the Participant any amount up to the vested portion of\nthe Participant's Account. A Participant requesting a withdrawal under this\nSection 7.6 shall apply for the payment in writing on a form prescribed by the\nPlan Administrator for that purpose, and shall provide such additional\ninformation as the Plan Administrator may require. The Plan Administrator will\npay 90% of the withdrawn amount to the Participant and the remaining 10% will be\nforfeited. A Participant receiving a withdrawal under this Section 7.6 shall be\nsuspended from making Elective Deferrals and Share Deferrals under the Plan\nuntil the second Plan Year following his or her receipt of such withdrawal.\n\n                                      -20-\n\n\n\n\n\n\n         7.7 FORFEITURE OF NON-VESTED AMOUNTS\n\n                  (a) To the extent that any amounts credited to a Participant's\nAccount are not vested at the time such amounts are otherwise payable under\nSections 7.1 and 7.2, they shall be forfeited. Such forfeited amounts, as well\nas forfeitures pursuant to Sections 7.5 and 7.6, shall be used to satisfy the\nEmployer's obligation to make contributions to the Funding Trust under the Plan.\n\n                  (b) If (i) the Plan pays to any terminated Participant who is\nnot 100% vested in his or her Account, the vested portion of his or her Account\nprior to the time such Participant has incurred five (5) consecutive Breaks in\nService for purposes of the Qualified Plan and (ii) such Participant resumes\nemployment as an Eligible Employee after receipt of such distribution and before\nincurring five (5) consecutive Breaks in Service, the provisions of this Section\n7.7(b) shall apply. Upon such reemployment, the Participant may repay the vested\nportion of his or her Account received as such distribution within two (2) years\nafter he or she is rehired. If and only if the Participant makes such repayment,\nthe forfeited portion of the Participant's Account shall be restored to his or\nher credit and an additional Employer contribution in that amount shall be made\nfor that purpose.\n\n         7.8 TAXES\n\n         Income taxes and other taxes payable with respect to an Account shall\nbe deducted from such Account. All federal, state or local taxes that the Plan\nAdministrator determines are required to be withheld from any payments made\npursuant to this Article 7 shall be withheld.\n\n                                    ARTICLE 8\n                               PLAN ADMINISTRATOR\n\n         8.1 PLAN ADMINISTRATION AND INTERPRETATION\n\n         The Plan Administrator shall oversee the administration of the Plan.\nThe Plan Administrator shall have complete control and authority to determine\nthe rights and benefits and all claims, demands and actions arising out of the\nprovisions of the Plan of any Participant, beneficiary, deceased Participant, or\nother person having or claiming to have any interest under the Plan.\nNotwithstanding any other provision of the Plan to the contrary, the Plan\nAdministrator shall have complete discretion to interpret the Plan and to decide\nall matters under the Plan. Such interpretation and decision shall be final,\nconclusive and binding on all Participants and any person claiming under or\nthrough any Participant, in the absence of clear and convincing evidence that\nthe Plan Administrator acted arbitrarily and capriciously. Any individual(s)\nserving as Plan Administrator who is a Participant shall not vote or act on any\nmatter relating solely to himself or herself. When making a determination or\ncalculation, the Plan Administrator shall be entitled to rely on information\nfurnished by a Participant, a beneficiary, the Employer or the Funding Trustee.\nThe Plan Administrator shall have the responsibility for complying with any\nreporting and disclosure requirements of ERISA.\n\n                                      -21-\n\n\n\n         8.2 POWERS, DUTIES, PROCEDURES, ETC.\n\n         The Plan Administrator shall have such powers and duties, may adopt\nsuch rules and tables, may act in accordance with such procedures, may appoint\nsuch officers or agents, may delegate such powers and duties, may receive such\nreimbursements and compensation, and shall follow such claims and appeal\nprocedures with respect to the Plan as the Plan Administrator may establish.\n\n         8.3 INFORMATION\n\n         To enable the Plan Administrator to perform its functions, the Employer\nshall supply full and timely information to the Plan Administrator on all\nmatters relating to the compensation of Participants, their employment,\nretirement, death, termination of employment, and such other pertinent facts as\nthe Plan Administrator may require.\n\n         8.4 INDEMNIFICATION OF PLAN ADMINISTRATOR\n\n         The Employers agree to indemnify and to defend to the fullest extent\npermitted by law any officer(s) or employee(s) who serve as Plan Administrator\n(including any such individual who formerly served as Plan Administrator)\nagainst all liabilities, damages, costs and expenses (including reasonable\nattorneys' fees and amounts paid in settlement of any claims approved by the\nEmployer in writing in advance) occasioned by any act or omission to act in\nconnection with the Plan, if such act or omission is in good faith.\n\n                                    ARTICLE 9\n                            AMENDMENT AND TERMINATION\n\n         9.1 AMENDMENTS\n\n         The Compensation and Option Committee of the Board of Trustees of EOPT\n(the 'COC') shall have the right to amend the Plan from time to time, subject to\nSection 9.3, by an instrument in writing that has been executed on behalf of\nEOPT by an officer duly authorized by the COC.\n\n         9.2 TERMINATION OF PLAN\n\n         The Plan is strictly a voluntary undertaking on the part of each\nEmployer and shall not be deemed to constitute a contract between the Employer\nand any Eligible Employee (or any other employee) or any Eligible Trustee, a\nconsideration for, or an inducement or condition of employment for, the\nperformance of the services by any Eligible Employee (or other employee) or any\nEligible Trustee. The COC may terminate the Plan at any time, subject to Section\n9.3, by an \n\n                                      -22-\n\n\n\ninstrument in writing that has been executed on behalf of EOPT by an officer\nduly authorized by the COC. Upon termination of the Plan, the COC may (a) elect\nto continue to maintain the Funding Trust to pay benefits hereunder as they\nbecome due as if the Plan had not terminated or (b) direct the Funding Trustee\nto pay promptly to Participants (or their beneficiaries) the vested balance of\ntheir Accounts. For purposes of the preceding sentence, in the event clause (b)\nis implemented, the Account balance of all Participants who are in the employ of\nthe Employer at the time the Funding Trustee is directed to pay such balances\nshall become fully vested and nonforfeitable. After Participants and their\nbeneficiaries are paid all Plan benefits to which they are entitled, all\nremaining assets of the Funding Trust attributable to Participants who\nterminated employment with the Employer prior to termination of the Plan and who\nwere not fully vested in their Accounts under Article 6 at that time shall be\nreturned to the Employer.\n\n         9.3 EXISTING RIGHTS\n\n         No amendment or termination of the Plan shall adversely affect the\nrights of any Participant with respect to amounts that have been credited to his\nor her Account prior to the date of such amendment or termination.\n\n                                   ARTICLE 10\n                                  MISCELLANEOUS\n\n         10.1 NO FUNDING\n\n         The Plan constitutes a mere promise by the Employer to make payments in\naccordance with the term of the Plan and Participants and beneficiaries shall\nhave the status of general unsecured creditors of the Employer. Nothing in the\nPlan will be construed to give any employee or any other person rights to any\nspecific assets of the Employer or of any other person. In all events, it is the\nintent of the Employer that the Plan be treated as unfunded for tax purposes and\nfor purposes of Title I of ERISA.\n\n         10.2 NON-ASSIGNABILITY\n\n         None of the benefits, payments, proceeds or claims of any Participant\nor beneficiary shall be subject to any claim of any creditor of any Participant\nor beneficiary and, in particular, the same shall not be subject to attachment\nor garnishment or other legal process by any creditor of such Participant or\nbeneficiary, nor shall any Participant or beneficiary have any right to\nalienate, anticipate, commute, pledge, encumber or assign any of the benefits or\npayments or proceeds which he or she may expect to receive, contingently or\notherwise under the Plan.\n\n         10.3 LIMITATION OF PARTICIPANT'S RIGHTS\n\n         Nothing contained in the Plan shall confer upon any person a right to\nbe employed or to continue in the employ of an Employer or on the Board of\nTrustees of EOPT, or interfere in any way with the right of an Employer to\nterminate the employment of a Participant in the Plan at any time, with or\nwithout cause.\n\n                                      -23-\n\n\n\n\n         10.4 PARTICIPANTS BOUND\n\n         Any action with respect to the Plan taken by the Plan Administrator or\nthe Funding Trustee or any action authorized by or taken at the direction of the\nPlan Administrator, an Employer or the Funding Trustee shall be conclusive upon\nall Participants and beneficiaries entitled to benefits under the Plan.\n\n         10.5 RECEIPT AND RELEASE\n\n         Any payment to any Participant or beneficiary in accordance with the\nprovisions of the Plan shall, to the extent thereof, be in full satisfaction of\nall claims against an Employer, the Plan Administrator and the Funding Trustee\nunder the Plan, and the Plan Administrator may require such Participant or\nbeneficiary, as a condition precedent to such payment, to execute a receipt and\nrelease to such effect. If any Participant or beneficiary is determined by the\nPlan Administrator to be incompetent by reason of physical or mental disability\n(including minority) to give a valid receipt and release, the Plan Administrator\nmay cause the payment or payments becoming due to such person to be made to\nanother person for his or her benefit without responsibility on the part of the\nPlan Administrator, an Employer or the Funding Trustee to follow the application\nof such funds.\n\n         10.6 GOVERNING LAW\n\n         The Plan shall be construed, administered, and governed in all respects\nunder and by the laws of the State of Illinois. If any provision shall be held\nby a court of competent jurisdiction to be invalid or unenforceable, the\nremaining provisions hereof shall continue to be fully effective.\n\n         10.7 HEADINGS AND SUBHEADINGS\n\n         Headings and subheading in this Plan are inserted for convenience only\nand are not to be considered in the construction of the provisions hereof.\n\n         IN WITNESS WHEREOF, the undersigned officer of EOPT has executed this\ndocument to certify its adoption by EOPT as of the effective date provided\nherein.\n\n\n\n\n                        FIRST AMENDMENT TO EQUITY OFFICE\n\n\nSupplemental Retirement Savings Plan\n\n         WHEREAS, Equity Office Properties Trust ('Equity Office') has adopted\nthe Equity Office Supplemental Retirement Savings Plan (the 'Plan'), and has\nreserved the right to amend the Plan; and\n\n         WHEREAS, Equity Office desires to amend the Plan to authorize the\nnonelective deferral of bonuses paid in Equity Office Shares; and\n\n         WHEREAS, the Compensation and Option Committee of the Board of Trustees\nof Equity Office (the 'COC') is authorized to amend the Plan, and the COC has\napproved and adopted this amendment;\n\n         NOW, THEREFORE, Equity Office amends Section 4.2 of the Plan, effective\nDecember 17, 1998, to read as follows:\n\n         '4.2 SHARE DEFERRALS\n\n                  (a) Share Deferrals under the Plan may be made by or for an\n         Eligible Employee or Eligible Trustee in accordance with the following:\n\n                           (i) An individual who is an Eligible Employee or\n                  Eligible Trustee and who has received (or is to receive) a\n                  Restricted Share, Share Option or Share Appreciation Right or\n                  is to receive an Unrestricted Share may elect to defer (A)\n                  with respect to an Unrestricted Share, the ownership thereof;\n                  (B) with respect to a Restricted Share, the ownership of the\n                  Share when it is an Unrestricted Share; or (C) with respect to\n                  the Share Option or Share Appreciation Right, the ownership of\n                  the Shares or other proceeds of an exercise thereof. An\n                  Eligible Employee or Eligible Trustee who desires to elect a\n                  Share Deferral shall complete and file an Enrollment Form with\n                  the Plan Administrator.\n\n                           (ii) Board of Trustees or Board Committee fees paid\n                  in Unrestricted Shares to Eligible Trustees shall be deferred\n                  hereunder. In addition, the COC (as defined in Article 9) may\n                  cause any Share granted to an Eligible Employee or Eligible\n                  Trustee to be deferred hereunder.\n\n                           (iii) A Participant by or for whom a Share Deferral\n                  is made may also make an election, applicable if the Funding\n                  Trustee receives and complies with a Participant's request to\n                  invest the deferred amount in Shares, or receives a request\n                  from the COC to invest in Shares, to have any dividends paid\n                  on such Shares distributed to the Participant when received by\n                  the Funding Trustee; provided that, in the absence of such an\n                  election, such dividends shall be credited to his or her\n                  Account.\n\n                                      -25-\n\n\n\n                           (b) An election to defer pursuant to paragraph\n                  9(a)(i) must be made (i) with respect to an Unrestricted Share\n                  paid in connection with the Participant's bonus, on or before\n                  October 1 of the Plan Year preceding the Plan Year in which\n                  the Unrestricted Share is otherwise awarded; (ii) with respect\n                  to any other Unrestricted Share, no less than six months\n                  before it is awarded or sold to the Participant; (iii) with\n                  respect to a Restricted Share, at least 12 months before the\n                  date it would become an Unrestricted Share; or (iv) with\n                  respect to a Share Option or Share Appreciation Right, at\n                  least six (6) months prior to the date the Share Option or\n                  Share Appreciation Right is exercised, or at such other time\n                  as the Plan Administrator may specify. Deferrals will only be\n                  effective if the individual making the election is still an\n                  Eligible Employee or Eligible Trustee on (I) in the case of a\n                  deferral of an Unrestricted Share, the date such Share would\n                  otherwise be received by the Participant; (II) in the case of\n                  a deferral of a Restricted Share, the date such Share would\n                  become an Unrestricted Share; or (III) in the case of a\n                  deferral of a Share Option or Share Appreciation Right, the\n                  date that a Share Option or Share Appreciation Right is\n                  exercised.\n\n                           (c) Except as provided in the last sentence of this\n                  paragraph, the Funding Trustee shall not be required to hold\n                  on behalf of a Participant any Unrestricted Share, Restricted\n                  Share, Share Option or Share Appreciation Right deferred in\n                  accordance with paragraph (a) above. Instead, the Funding\n                  Trustee shall credit to the Participant's Account an amount\n                  equal to (i) in the case of an Unrestricted Share or\n                  Restricted Share, the fair market value thereof on the date\n                  that the Share would otherwise be received by the Participant\n                  (or in the case of a deferral of a Restricted Share elected\n                  after the Share has been received, on the date that the\n                  Enrollment Form is received by the Plan Administrator); and\n                  (ii) in the case of a Share Option or Share Appreciation\n                  Right, the excess of the fair market value of the underlying\n                  Shares over the exercise or base price thereof on the date of\n                  exercise. The Participant may request, in accordance with\n                  Section 5.3, that amounts credited to his or her Account\n                  following a Share Deferral be invested in Shares, provided\n                  that the Funding Trustee shall have no obligation to comply\n                  with such request. Notwithstanding the foregoing, in the case\n                  of an Unrestricted Share that is paid to an Eligible Trustee\n                  or granted to an Eligible Employee or Eligible Trustee, and\n                  automatically deferred as described in paragraph (a)(ii), to\n                  the extent provided by the COC, the Funding Trustee shall\n                  invest the resulting amount credited to the Participant's\n                  Account in Shares.'\n\n\n\n\n                        SECOND AMENDMENT TO EQUITY OFFICE\n                      SUPPLEMENTAL RETIREMENT SAVINGS PLAN\n\n         WHEREAS, Equity Office Properties Trust ('Equity Office') has adopted\nthe Equity Office Supplemental Retirement Savings Plan (the 'Plan'), and has\nreserved the right to amend the Plan, and\n\n         WHEREAS, the Compensation and Option Committee of the Board of Trustees\nof Equity Office (the 'COC') is authorized to amend the Plan, and the COC has\napproved and adopted this amendment;\n\n         NOW, THEREFORE, Equity Office amends the Plan, effective November 1,\n1997, by replacing Section 7.1 (a) and (b) with the following (and redesignating\nsubsections (c) to (e) as subsections (b) to (d)):\n\n                  '(a) A Participant shall elect (on the Enrollment Form used\n         under Section 4.1 or 4.2, or a special Enrollment Form filed for a\n         deferral under Section 4.2(a)(ii), or a special Enrollment Form filed\n         on or before July of a Plan Year for Matching Deferrals under Section\n         4.3 with respect to such Plan Year) the date or age at which Elective\n         Deferrals, vested Share Deferrals and vested Matching Deferrals subject\n         to such Form, adjusted for earnings, gains and losses attributable\n         thereto, will be paid or commence to be paid to the Participant. If a\n         Participant did not elect a date or age on an Enrollment Form, he or\n         she may nonetheless, with the consent of the Plan Administrator in its\n         discretion, elect a date or age for distribution; provided that such\n         election is made not later than the December 31 that is at least 12\n         months before the date of his or her termination under Section 7.2.\n         With the consent of the Plan Administrator in its discretion, a\n         Participant may change any such election; provided that (i) the\n         Participant changes his or her election to a date or age that is at\n         least two (2) years later than the date or age previously elected; and\n         (ii) any such change is made not later than the December 31 that is at\n         least 12 months before the date previously elected.'\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9539,9550],"class_list":["post-40698","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40698","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40698"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40698"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40698"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40698"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}