0000950137-04-003858 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 10th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts • Illinois

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of May 1, 2003 by and between EQUITY OFFICE MANAGEMENT, L.LC., a Delaware limited liability company (“Employer”), EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”) and JEFFREY L. JOHNSON (the “Executive”).

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Contract
Change in Control Agreement • May 10th, 2004 • Eop Operating LTD Partnership • Real estate investment trusts

This ASSUMPTION TO CHANGE IN CONTROL AGREEMENT is entered into effective as of January 1, 2003, by and among EQUITY OFFICE MANAGEMENT, L.L.C., a Delaware limited liability company (“EOM”); EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”); EQUITY OFFICE PROPERTIES MANAGEMENT CORP., a Delaware corporation (“EOPMC”); EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“EOP Partnership”); and MARSHA C. WILLIAMS (the “Executive”).

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