EXHIBIT 10(I)
DIVIDEND EQUIVALENT RIGHT AGREEMENT
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This Dividend Equivalent Right Agreement is made this day of
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, 19 , by and between Washington Real Estate Investment Trust, a
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real estate investment trust organized under the laws of the state of Maryland
and ("Optionholder").
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WHEREAS, Optionholder owns certain options ("Options") to acquire shares of
beneficial interest ("Shares") in the Trust.
WHEREAS, it is the objective of the Parties to extend the terms and
conditions of the Washington Real Estate Investment Trust Dividend Equivalent
Plan to such Options.
NOW, THEREFORE, in consideration of the promises contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree to the following terms:
(1) The parties agree that the right to accrue dividend equivalent units
with respect to certain outstanding Options held by Optionholder shall be
governed by the terms and conditions of the Plan.
(2) The number of Shares to which each such Option relates, the date of
grant of each Option and the date upon which the dividend equivalent units will
become vested are set forth in the chart below.
Number of Shares Subject Date of Date(s) of Vesting of
To Option Grant of Option Dividend Equivalent Units
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Dividend equivalent units will accrue in respect to all dividends declared
with respect to the above-referenced Shares on and after ,
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.
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(3) The undersigned agrees that at any time in which Shares are purchased
through the exercise of an Option covered in the above-referenced schedule, the
undersigned will indicate which Option is the source of such exercise and agrees
that all further accrual of dividend equivalent units will cease with respect to
such Shares on and after the date of such exercise, except that further dividend
equivalent units will continue to accrue on any unvested dividend equivalent
units previously issued with respect to such Shares until their distribution to
the undersigned.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
effective as of the date first above written.
WASHINGTON REAL ESTATE
INVESTMENT TRUST
By:
Print Name
Title:
Date:
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