-----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, DTn7YWfERhQ4bhTXgkAE2QR7tE1aHmZ/s2fVLrf9NVUZCep218NPwYI15FlGgeSl BlnUSFaB+KtXmVFe/DQ/Zg== 0001198329-05-000001.txt : 20051229 0001198329-05-000001.hdr.sgml : 20051229 20051229120153 ACCESSION NUMBER: 0001198329-05-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051228 FILED AS OF DATE: 20051229 DATE AS OF CHANGE: 20051229 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: GUERICKE KEITH R CENTRAL INDEX KEY: 0001198329 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13106 FILM NUMBER: 051290498 BUSINESS ADDRESS: STREET 1: C/O ESSEX PROPERTY TRUST STREET 2: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 650-849-1600 MAIL ADDRESS: STREET 1: C/O ESSEX PROPERTY TRUST STREET 2: 925 EAST MEADOW DRIVE CITY: PALO ALTO STATE: CA ZIP: 94303 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2005-12-28 0 0000920522 ESSEX PROPERTY TRUST INC ESS 0001198329 GUERICKE KEITH R C/O ESSEX PROPERTY TRUST 925 EAST MEADOW DRIVE PALO ALTO CA 94303 1 1 0 0 President & CEO Series Z-1 Incentive Unit - Note 1 2005-12-28 4 J 0 10456 1 A 2020-12-28 2020-12-28 Series Z-1 Incentive Unit 10456 10456 D 1. Represents the grant of Series Z-1 Incentive Units pursuant to the Esesx Portfolo, L.P. Long Term Incentive Plan. Subject to the conversion Ratchet Percentage described below, the Series Z-q Incentive Units are convertible or reedemable, as the case may be, upon the occurence of certain events, into either (i) Operating Partnerhip units in Essex Portfolio, L.P. ("OPUs"), and such OPUs are converticle into 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 specificed "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 Percentage of 100%. 2. 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, June 2019. 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. 3. 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 (2) the average adjusted capital account balance properly allocable to one OPU determined immediately prior to such conversion. 4. A capital contribution of $1.00 per Series Z-1 Incentive Unit. For: Keith R. Guericke, By: Michael Schall (Attorney in Fact) 2005-12-28 -----END PRIVACY-ENHANCED MESSAGE-----