Preview | Change in Control Agreement | eop operating ltd partnership

THIS CHANGE IN CONTROL AGREEMENT (?Agreement?) is entered into effective as of November 22, 2002 by and between EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (?Employer?), EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the ?Trust?) and MARSHA C. WILLIAMS (the ?Executive?).

WHEREAS, the Board of Trustees of the Trust (the ?Board?) recognizes that the possibility of a Change in Control (as hereinafter defined) exists or may exist in the future and that the threat or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation;

WHEREAS, the Board has determined that it is essential and in the best interest of the Trust and/or its affiliates, (including Employer, as the context may require, collectively, the ?Company?) and the Trust?s shareholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure her continued dedication and efforts in such event without undue concern for her personal financial and employment security; and

WHEREAS, in order to encourage the Executive to remain in the employ of the Company particularly in the event of a threat or the occurrence of a Change in Control, the Employer desires to enter into this Agreement with the Executive to provide the Executive with certain benefits in the event her employment is terminated as a result of, or in connection with, a Change in Control and to provide the Executive with certain other benefits whether or not the Executive?s employment is terminated.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein and other good and valuation consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

1. Term of Agreement. This Agreement shall commence as of the date hereof and shall continue in effect until the date the Executive?s employment by the Company is terminated; provided, however, that if the Executive?s employment is terminated following, or in anticipation of, a Change in Control, the term shall continue in effect until all payments and benefits have been made or provided to the Executive hereunder.

2.1 Accrued Compensation. For purposes of this Agreement, ?Accrued Compensation? shall mean an amount which shall include all amounts earned or accrued through

the ?Termination Date? (as hereinafter defined) but not paid as of the Termination Date including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) paid time off (to the extent provided by Company policy or applicable law), and (iv) 100% of any target bonus with respect to the Company?s fiscal year ended prior to the Termination Date to the extent a bonus for such year has not been awarded and paid prior to the Termination Date.

2.2 Base Amount. For purposes of this Agreement, ?Base Amount? shall mean the greater of (a) the Executive?s annual base salary, at the rate in effect immediately prior to the Change in Control and (b) the Executive?s annual base salary, at the rate in effect on the Termination Date.

2.3 Bonus Amount. For purposes of this Agreement, ?Bonus Amount? shall mean the annual average of the cash and fair market value (when paid or awarded and calculated without regard to any vesting requirement) of stock or other property paid to the Executive (including amounts that would have been paid if they had not been deferred) under the Company?s annual incentive bonus plan for the three years immediately preceding the year in which the Executive?s employment terminates (disregarding for these purposes any year during such 3 year period that Executive did not work a full year), or for such shorter period that the Executive has been employed by the Company. If the Executive?s employment is terminated in the Executive?s first year of employment, ?Bonus Amount? shall mean 100% of the target bonus that the Executive would have been eligible to receive for such year.

2.4 Cause. For purposes of this Agreement, a termination of employment is for ?Cause? if the Executive has been convicted of a felony involving fraud or dishonesty or the termination is evidenced by a resolution adopted in good faith by at least two-thirds of the Board that the Executive: (i) intentionally and continually failed substantially to perform her reasonably assigned duties with the Company (other than a failure resulting from the Executive?s incapacity due to physical or mental illness or from the Executive?s assignment of duties that would constitute ?Good Reason? as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform or (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the Company; provided, however, that no termination of the Executive?s employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail and (y) the Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of the Executive?s counsel if the Executive so desires). Neither an act nor a failure to act, on the Executive?s part shall be considered ?intentional? unless the Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that the Executive?s action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement.

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