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Performance Based Unit Award Grant Agreement

This is an actual contract by Equity Residential.

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Sectors: Real Estate
Governing Law: Maryland, View Maryland State Laws
Effective Date: January 01, 2005
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Exhibit 10.18



FORM OF 2005

EQUITY RESIDENTIAL

PERFORMANCE BASED UNIT AWARD GRANT AGREEMENT







ARTICLE 1





ESTABLISHMENT





1.1. Pursuant to the terms of this Grant Agreement(1) ("Grant"), effective as of January 1, 2005 ("Grant Date"), the undersigned Participant, intending to be legally bound, hereby accepts a Performance Unit Award ("Award" ) of Units (as defined below) from Equity Residential ("Trust") in accordance with the terms of the Trust92s 2002 Share Incentive Plan (the "Plan"). Notwithstanding the foregoing, the actual number of Units provided under the Award shall be determined under Article 3. The purpose of the Award is to promote the overall financial objectives of the Trust and its shareholders by linking the financial interests of the Participant to the achievement of long-term growth in shareholder equity in the Trust and by enabling the Trust to retain the services of those individuals who are instrumental in achieving this growth.





ARTICLE 2





SHARES SUBJECT TO GRANT





2.1. Description of Units . For purposes of this Grant, a "Unit" shall consist of the measurement of the number of common shares of beneficial interest ("Shares") that will be issued by the Trust to the Participant upon the satisfaction of the criteria in this Grant. Except as otherwise specifically provided herein, the Participant shall have no property or ownership interest with respect to a Unit and, accordingly, a Unit may not be assigned or transferred to any person other than to the estate of a Participant upon his or her death.





2.2. Restrictions on Shares . Shares issued in conjunction with this Award shall be subject to the terms and conditions specified herein and to such other terms, conditions and restrictions as may be required under the terms of the Plan and applicable law. The Trust shall not be required to issue or deliver any certificates for Shares or Units, cash or other property prior to the satisfaction of the performance criteria associated with the Award and any applicable income tax withholding obligation. The Trust may cause any certificate for any Shares to be delivered to be properly marked with a legend or other notation reflecting the limitations on transfer of such Shares as provided in this Grant, applicable securities law or as the Committee may otherwise require. The Committee may require the Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of the Shares in




(1) For purposes of this Grant, any capitalized terms which are undefined in this Grant shall have the meaning given to such term under the provisions of the Equity Residential 2002 Share Incentive Plan, of which this Grant shall be considered a part.












compliance with applicable law or otherwise. Fractional Shares shall not be delivered, but shall be rounded to the next highest whole number of Shares with appropriate payment for such fractional Shares as shall reasonably be determined by the Committee.



2.3. Shareholder Rights . No person shall have any rights of a shareholder as to Shares or Units subject to a Award until, after proper conversion of the Units relating to the Award or other action required, such Shares shall have been recorded on the Trust92s official shareholder records as having been issued or transferred. Upon conversion of the Units relating to the Award (or any portion thereof) and the satisfaction of the requirements for issuance of the Shares to the Participant, the Trust will have ten (10) days in which to issue the Shares, and the Participant will not be treated as a shareholder for any purpose whatsoever prior to such issuance. No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date such Shares are recorded as issued or transferred in the Trust92s official shareholder records, except as provided herein or any subsequent written agreement.





ARTICLE 3





AWARDS





3.1. Value of Units Granted Under the Award . The Units granted under the Award shall have no initial value.





3.2. Adjustment of Number of Units Granted Under Award . Except as specifically indicated below, if the Participant is not employed by the Trust or a Subsidiary of the Trust during the entire period from the Grant Date to the third annual anniversary thereof (the "Third Anniversary"), the Participant92s total number of Units will be zero. Otherwise, the total number of Units actually issued under the Award will be determined as of the Third Anniversary in accordance with the following:







If the Trust92s Average Annual Return exceeds the Average T-Note Rate by: less than .99% 1-1.99% 2% 3% 4% 5% 6% 7% or greater
Then, Participant will receive a number of Units equal to the number of Units initially granted under Article 1.1 times the following percentage: 0% 50% 100% 115% 135% 165% 190% 225%




Any fractional or partial Units will be rounded to the next highest whole number. The percentages set forth above serve as measurement guidelines. Accordingly, if the Trust92s Average Annual Return exceeds the Average T-Note Rate by an amount which falls between any of the percentages sets forth in this Section 3.2 in excess of 2%, the Participant92s award will be determined by extrapolation by multiplying the Award on a pro-rata basis by a percentage which directly corresponds to the Trust92s actual Average Annual Return based upon the guidelines set forth above.







2








For example, if the Trust92s Average Annual Return exceeds the Average T-Note Rate by 2.5% for the three-year period, the Participant92s initial number of Units will be multiplied by 107.5%.



3.3. Definitions . The "Average Annual Return" will be expressed as an annual percentage (i.e., the average of the 2005, 2006 and 2007 calendar years) utilizing the sum of the following two numbers: (i) the average of the Common Share dividends paid or declared during each calendar year as a percentage of the closing price of a Share as of January 3, 2005 - the first business day in January, 2005 (i.e. $35.45); and (ii) the average percentage change in Funds from Operation as announced by the Trust (&qu
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