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| ESS > SEC Filings for ESS > Form 8-K on 10-Dec-2012 | All Recent SEC Filings |
10-Dec-2012
Entry into a Material Definitive Agreement, Change in Directors or Princ
On December 4, 2012, the Board of Directors (the "Board") of Essex Property Trust, Inc. ("Essex" or the "Company") approved an amendment (the "Third Amendment") to the Second Amended and Restated Agreement of Limited Partnership, as amended, (the "Partnership Agreement") of Essex Portfolio, L.P. (the "Partnership"), as to which the Company is the general partner.
The Third Amendment relates to Series Z-1 Incentive Units ("Z Units") of the Partnership, which units have been issued to executive officers and other employees of the Company as part of the Company's compensation program. The Third Amendment revises various provisions of the Partnership Agreement in order to reduce the phantom income allocated to holders of Z Units. The Third Amendment also sets forth that the Compensation Committee of the Board may provide, with respect to Z Units, for accelerating the vesting of Z Units that are unvested at the time of a change in control of the Company (i) if such Z Units are not assumed or substituted in connection with such change in control or (ii) in the event the Z Units are assumed or substituted and a holder of Z Units or substituted units experiences an involuntary termination within a specified period after the change in control.
The foregoing description of certain terms of the Third Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Third Amendment, which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
The disclosure set forth above under item 1.01, which disclosure describes certain compensatory arrangements of executive officers and other employees of the Company, is incorporated by reference under this item.
(d) Exhibits
10.1 Third Amendment to the Second Amended and Restated Agreement of Limited Partnership of Essex Portfolio, L.P., as amended, dated December 4, 2012
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