-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNKAtR1kDozDIrRUMJvExou4QZ9P5caJUzU+bYV8CWVvSiCIJmyXgWBvCvs/W+ag OrLbbbMUgSZnQc/0+K1W8g== 0000920522-04-000007.txt : 20040401 0000920522-04-000007.hdr.sgml : 20040401 20040401164529 ACCESSION NUMBER: 0000920522-04-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040401 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESSEX PROPERTY TRUST INC CENTRAL INDEX KEY: 0000920522 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 770369576 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 925 EAST MEADOW DR CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 6504943700 MAIL ADDRESS: STREET 1: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHALL MICHAEL J CENTRAL INDEX KEY: 0001198212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13106 FILM NUMBER: 04710111 MAIL ADDRESS: STREET 1: C/O ESSEX PROPERTY TRUST STREET 2: 925 E MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2004-03-31 0 0000920522 ESSEX PROPERTY TRUST INC ESS 0001198212 SCHALL MICHAEL J C/O ESSEX PROPERTY TRUST 925 E MEADOW DRIVE PALO ALTO CA 94303 1 1 0 0 Sr. Exec. Vice President & CFO Series Z-1 Incentive Units 65.5 2004-03-31 2004-03-31 4 J 0 10607 1 A 2019-03-31 2019-03-31 Series Z-1 Incentive Units 10607 10607 D Represents the grant of Series Z-1 Incentive Units pursuant to the Essex Portfolio, L.P. Long Term Incentive Plan. Subject to the Conversion Ratchet Percentage, described below, the Series Z-1 Incentive Units are convertible or redeemable, as the case may be, upon the occurrence of certain events, into either (i) Operating Partnership units in Essex Portfolio, L.P. (“OPUs”), and such OPUs are convertible into shares of common stock of Essex Property Trust, Inc. (“Common Stock”) or (ii) shares of Common Stock. The Conversion Ratchet Percentage, initially set at 20%, will increase by up to 10% on January 1 of each year for each holder of Series Z-1 Incentive Units who remains employed by Essex Property Trust, Inc. if Essex Property Trust, Inc has met a specified “funds from operations” per share target, or such other criteria established by the Compensation Committee, for the prior year, up to a maximum Conversion Ratchet P ercentage of 100%. The Series Z-1 Incentive Units will automatically convert into OPUs (1) if the Conversion Ratchet Percentage reaches the maximum level of 100%, (2) if none of the participating executives remain employed by Essex Property Trust, Inc., (3) if Essex Property Trust, Inc. dissolves or is liquidated or, (4) at the latest, fifteen years from the issuance date. In certain change of control situations, the participating executives will also be given the option to convert their units at the then-effective Conversion Ratchet Percentage. In addition, Essex Portfolio, L.P. has the option to redeem Series Z-1 Incentive Units held by any executive whose employment has been terminated for any reason and the obligation to redeem any such units following the death of the holder. In such event, Essex Portfolio, L.P. will redeem the units for, at its option, either OPUs or shares of Common Stock based on the then-effective Conversion Ratchet Percentage. The Series Z-1 Incentive Units are convertible into the number of OPUs calculated by dividing (1) the remainder resulting from (a) the portion of the adjusted capital account balance properly allocable to such Series Z-1 Incentive Units minus (b) the product of (i) such adjusted capital account balance allocable to such Series Z-1 Incentive Unit multiplied by (ii) (x) 100% less (y) the Conversion Ratchet Percentage applicable to such Series Z-1 Incentive Unit, minus (c) any unpaid capital commitment by (2) the average adjusted capital account balance properly allocable to one OPU determined immediately prior to such conversion. A capital contribution of $1.00 per Series Z-1 Incentive Unit. /s/ Michael J. Schall 2004-04-01 -----END PRIVACY-ENHANCED MESSAGE-----