11.


12.	Share Incentive Plans

Any Common Shares issued pursuant to EQR's incentive equity compensation and employee share purchase plans will result in ERPOP issuing OP Units to EQR on a one-for-one basis with ERPOP receiving the net cash proceeds of such issuances.

On June 16, 2011, the shareholders of EQR approved the Company's 2011 Share Incentive Plan, as amended (the "2011 Plan"). The 2011 Plan originally reserved 12,980,741 Common Shares for issuance, which was subsequently adjusted to 14,725,321 Common Shares in accordance with the provisions of the 2011 Plan as a result of the option adjustments required for the special dividends paid in conjunction with the Starwood Transaction. In conjunction with the approval of the 2011 Plan, no further awards may be granted under the 2002 Share Incentive Plan. The 2011 Plan expires on June 16, 2021. As of December 31, 2016, 8,595,553 shares were available for future issuance.

Pursuant to the 2011 Plan and the 2002 Share Incentive Plan, as restated and amended (collectively the “Share Incentive Plans”), officers, trustees and key employees of the Company may be granted share options to acquire Common Shares (“Options”) including non-qualified share options (“NQSOs”), incentive share options (“ISOs”) and share appreciation rights (“SARs”), or may be granted restricted or non-restricted shares/units (including performance-based awards), subject to conditions and restrictions as described in the Share Incentive Plans. Options, SARs, restricted shares (including performance awards) and restricted units (including performance awards) are sometimes collectively referred to herein as “Awards”.

The Options are generally granted at the fair market value of the Company’s Common Shares at the date of grant, vest in three equal installments over a three-year period, are exercisable upon vesting and expire ten years from the date of grant (see additional valuation discussion in Note 2). The exercise price for all Options under the Share Incentive Plans is equal to the fair market value of the underlying Common Shares at the time the Option is granted. Options exercised result in new Common Shares being issued on the open market. The 2002 Share Incentive Plan, as restated and amended, will terminate at such time as all outstanding Awards have expired or have been exercised/vested. The Board of Trustees may at any time amend or terminate the Share Incentive Plans, but termination will not affect Awards previously granted. Any Options which had vested prior to such a termination would remain exercisable by the holder.

Restricted shares are generally granted at the fair market value of the Company's Common Shares at the date of grant. Restricted shares that have been awarded through December 31, 2016 generally vest three years from the award date. In addition, the Company’s unvested restricted shareholders have the same voting rights as any other Common Share holder. During the three-year period of restriction, the Company’s unvested restricted shareholders receive quarterly dividend payments on their shares at the same rate and on the same date as any other Common Share holder. As a result, dividends paid on unvested restricted shares are included as a component of retained earnings (included in general partner's capital in the Operating Partnership's financial statements) and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to the lapsing of the restriction, the shares are generally canceled.

Restricted units are a class of partnership interests that under certain conditions, including vesting, are convertible by the holder into an equal number of OP Units, which are redeemable by the holder for Common Shares on a one-for-one basis or the cash value of such shares at the option of the Company. In connection with the grant of long-term incentive compensation for services provided during a year, officers of the Company are allowed to choose between restricted shares and restricted units. In January 2011, March 2014 and June 2015, certain holders of restricted shares converted these shares into restricted units. Similar to restricted shares, restricted units are generally granted at the fair market value of the Company's Common Shares at the date of grant and generally vest three years from the award date. In addition, restricted unit holders receive quarterly dividend payments on their restricted units at the same rate and on the same date as any other OP Unit holder. As a result, dividends paid on restricted units are included as a component of Noncontrolling Interests – Operating Partnership/Limited Partners' capital and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. If employment is terminated prior to vesting, the restricted units are generally canceled. A restricted unit will automatically convert to an OP Unit when the capital account of each restricted unit increases (“books-up”) to a specified target. If the capital target is not attained within ten years following the date of issuance, the restricted unit will automatically be canceled and no compensation will be payable to the holder of such canceled restricted unit.

In January 2015, the Company revised its executive compensation program for the Chairman, Chief Executive Officer and certain other Executive Officers. The long-term portion of the revised program will allow these individuals to earn from 0% to 200% of the target number of performance awards, payable in the form of restricted shares and/or restricted units, as determined by the Company’s relative and absolute Total Shareholder Return (“TSR”) over a forward-looking three-year performance period. The Company’s TSR will be compared to pre-established quantitative performance metrics. In connection with the grant of long-term incentive compensation, the individuals are allowed to choose between restricted shares and restricted units. The grant date fair value of the awards is estimated using a Monte Carlo model, and the resulting expense is recorded regardless of whether the TSR performance measures are achieved, if the required service is delivered. These awards generally vest three years from the award date. The grant date fair value is amortized into expense over the service period. If the executive is retirement-eligible, the grant date fair value is amortized into expense over the first year. All other awards are amortized into expense over the three year performance/vesting period. In addition, the awards granted as restricted units will receive quarterly partial dividend payments equal to 10% of any common share dividend on the same date as any other OP Unit holder during the three-year performance period. As a result, dividends paid on restricted units are included as a component of Noncontrolling Interests – Operating Partnership/Limited Partners' capital and have not been considered in reducing net income available to Common Shares/Units in a manner similar to the Company’s preferred share/preference unit dividends for the earnings per share/Unit calculation. The awards granted as restricted shares will not receive dividends during the three-year performance period. At the end of the three-year performance period, cumulative dividends will be paid for the three-year performance period for any restricted shares or restricted units actually earned, less any dividends already paid on the restricted units. If employment is terminated prior to vesting, the restricted shares and restricted units are generally canceled. Once the Company's absolute and relative TSR is calculated at the end of the three-year performance period, the executive will earn a certain number of restricted shares and/or restricted units. No payout would be made for any return below 50% of the target performance metric.

All Trustees, with the exception of the Company's non-executive Chairman and employee Trustees, are granted options, restricted shares and/or restricted units that vest one-year from the grant date that corresponds to the term for which he or she has been elected to serve. The non-executive Chairman's grants vest over the same term or period as all other employees.

The Company's Share Incentive Plans provide for certain benefits upon retirement. For employees hired prior to January 1, 2009, retirement generally means the termination of employment (other than for cause): (i) on or after age 62; or (ii) prior to age 62 after meeting the requirements of the Rule of 70 (described below). For employees hired after January 1, 2009, retirement generally means the termination of employment (other than for cause) after meeting the requirements of the Rule of 70. For Trustees, retirement generally means termination of service on the Board (other than for cause) on or after age 72.

The Rule of 70 is met when an employee’s years of service with the Company (which must be at least 15 years) plus his or her age (which must be at least 55 years) on the date of termination equals or exceeds 70 years. In addition, the employee must give the Company at least 6 months’ advance written notice of his or her intention to retire and sign a release upon termination of employment, releasing the Company from customary claims and agreeing to ongoing non-competition and employee non-solicitation provisions.

Under the Company's definitions of retirement, several of its executive officers, including its Chief Executive Officer, and its non-executive Chairman, are retirement eligible.

For employees hired prior to January 1, 2009 who retire at or after age 62 (or for Trustees who retire at or after age 72), such employee’s or Trustee's unvested restricted shares, restricted units and share options would immediately vest, and share options would continue to be exercisable for the balance of the applicable ten-year option period, as is provided under the Share Incentive Plans. For all other employees (those hired after January 1, 2009 and those hired before such date who choose to retire prior to age 62), upon such retirement under the Rule of 70 definition of retirement of employees, such employee’s unvested restricted shares, restricted units and share options would continue to vest per the original vesting schedule (subject to immediate vesting upon the occurrence of a subsequent change in control of the Company or the employee’s death), and options would continue to be exercisable for the balance of the applicable ten-year option period, subject to the employee’s compliance with the non-competition and employee non-solicitation provisions. The Rule of 70 does not apply to Trustees. For the individuals mentioned above who receive awards under the executive compensation program and retire at or after age 62 (age 72 for the Chairman of the Board) or under the Rule of 70, the award would be prorated in proportion to the number of days worked in the first year of the three-year performance period and the award would continue to vest per the original vesting schedule, subject to the individual’s compliance with the non-competition and employee non-solicitation provisions. The individual would not receive any payout of shares or units until the final payout is determined at the end of the three-year performance period. If an employee violates the non-competition and employee non-solicitation provisions after such retirement, all unvested restricted shares, unvested restricted units and unvested and vested share options at the time of the violation would be void, unless otherwise determined by the Compensation Committee of the Board of Trustees.

The following tables summarize compensation information regarding the restricted shares, restricted units, share options and Employee Share Purchase Plan (“ESPP”) for the three years ended December 31, 2016, 2015 and 2014 (amounts in thousands):



	Year Ended December 31, 2016
	Compensation Expense		Compensation Capitalized		Restricted Units In-Lieu of Bonus (1)		Compensation Equity		Dividends Incurred
Restricted shares (2)	$	13,539	$	1,477	$	—	$	15,016	$	6,494
Restricted units (2)	13,567		591		4,022		18,180		7,762
Share options	2,839		593		—		3,432		—
ESPP discount	585		65		—		650		—
Total	$	30,530	$	2,726	$	4,022	$	37,278	$	14,256



	Year Ended December 31, 2015
	Compensation Expense		Compensation Capitalized		Restricted Units In-Lieu of Bonus (1)		Compensation Equity		Dividends Incurred
Restricted shares (2)	$	13,755	$	1,311	$	—	$	15,066	$	1,160
Restricted units (2)	17,311		538		3,654		21,503		1,619
Share options	2,746		1,010		—		3,756		—
ESPP discount	795		89		—		884		—
Total	$	34,607	$	2,948	$	3,654	$	41,209	$	2,779



	Year Ended December 31, 2014
	Compensation Expense		Compensation Capitalized		Compensation Equity		Dividends Incurred
Restricted shares	$	9,244	$	660	$	9,904	$	1,012
Restricted units	11,049		920		11,969		1,248
Share options	6,453		896		7,349		—
ESPP discount	797		62		859		—
Total	$	27,543	$	2,538	$	30,081	$	2,260


(1)	Beginning in 2015, the Company allows officers the ability to receive immediately vested restricted units (subject to the book-up provisions and two-year hold restriction) in-lieu of any percentage of their annual cash bonus.


(2)	Includes performance awards granted under the executive compensation program.

Compensation expense is generally recognized for Awards as follows:


•	Restricted shares, restricted units and share options – Straight-line method over the vesting period of the options, shares or units regardless of cliff or ratable vesting distinctions.


•	Performance awards – Target amount is recognized under the straight-line method over the vesting period of the shares or units regardless of cliff or ratable vesting distinctions.


•	ESPP discount – Immediately upon the purchase of common shares each quarter.

The Company accelerates the recognition of compensation expense for all Awards for those individuals approaching or meeting the retirement age criteria discussed above. The total compensation expense related to Awards not yet vested at December 31, 2016 is $8.6 million (excluding the accelerated expenses for individuals approaching or meeting the retirement age criteria discussed above), which is expected to be recognized over a weighted average term of 1.31 years.

See Note 2 for additional information regarding the Company’s share-based compensation.

The table below summarizes the Award activity of the Share Incentive Plans for the three years ended December 31, 2016, 2015 and 2014:



	Common Shares Subject to Options		Weighted Average Exercise Price per Option		Restricted Shares		Weighted Average Fair Value per Restricted Share		Restricted Units		Weighted Average Fair Value per Restricted Unit
Balance at December 31, 2013	8,470,532			$43.67	500,234			$55.79	471,256			$55.67
Awards granted (1)	667,877			$56.72	176,457			$56.56	201,507			$53.82
Awards exercised/vested (2) (3) (4)	(2,086,380	)		$39.34	(175,344	)		$53.44	(60,294	)		$53.71
Awards forfeited	(19,022	)		$56.32	(6,735	)		$56.57	(667	)		$52.08
Awards expired	(2,387	)		$55.24	—		—		—		—
Conversion of restricted shares to restricted units	—		—		(12,146	)	—		12,146		—
Balance at December 31, 2014	7,030,620			$46.16	482,466			$56.89	623,948			$53.38
Awards granted (1) (5)	171,150			$80.15	174,112			$79.65	337,505			$81.87
Awards exercised/vested (2) (3) (4)	(1,456,363	)		$42.64	(127,174	)		$60.21	(72,003	)		$57.12
Awards forfeited	(9,550	)		$64.53	(5,970	)		$62.11	(2,009	)		$64.39
Awards expired	(1,492	)		$39.86	—		—		—		—
Conversion of restricted shares to restricted units	—		—		(1,284	)	—		1,284		—
Balance at December 31, 2015	5,734,365			$48.04	522,150			$63.67	888,725			$63.91
Awards granted (1) (5)	154,016			$64.99	154,296			$75.19	289,273			$81.05
Awards exercised/vested (2) (3) (4)	(815,044	)		$38.01	(217,805	)		$57.75	(374,217	)		$52.73
Awards forfeited	(10,512	)		$63.43	(6,607	)		$70.73	(1,524	)		$86.35
Awards expired	(710	)		$68.40	—		—		—		—
Special dividend adjustment (6)	960,986		N/A		—		—		—		—
Balance at December 31, 2016	6,023,101			$42.05	452,034			$70.35	802,257			$75.26


(1)	The weighted average grant date fair value for Options granted during the years ended December 31, 2016, 2015 and 2014 was $11.09 per share, $13.67 per share and $9.21 per share, respectively.


(2)	The aggregate intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was $26.2 million, $52.9 million and $50.8 million, respectively. These values were calculated as the difference between the strike price of the underlying awards and the per share price at which each respective award was exercised.


(3)	The fair value of restricted shares vested during the years ended December 31, 2016, 2015 and 2014 was $15.6 million, $10.2 million and $10.2 million, respectively.


(4)	The fair value of restricted units vested during the years ended December 31, 2016, 2015 and 2014 was $27.2 million, $5.8 million and $3.4 million, respectively.


(5)	Includes performance awards granted under the executive compensation program.

(6)

In addition to the regular quarterly dividends, the Company paid two special dividends to its shareholders and holders of OP Units of $11.00 per share/unit in the aggregate in 2016. Option holders were not entitled to these special dividends, but pursuant to the terms of the Share Incentive Plans are due equitable adjustments of additional options. The special dividend adjustment's weighted average exercise price per option is reflected in the activity for 2016 for the awards granted, awards exercised/vested, and awards forfeited and the balance at December 31, 2016.

The following table summarizes information regarding options outstanding and exercisable at December 31, 2016:



	Options Outstanding (1)				Options Exercisable (2)
Range of Exercise Prices	Options	Weighted Average Remaining Contractual Life in Years	Weighted Average Exercise Price		Options	Weighted Average Exercise Price
$19.67 to $24.93	892,111	2.10		$19.67	892,111		$19.67
$24.94 to $37.39	930,884	2.54		$29.42	930,884		$29.42
$37.40 to $43.62	2,412	3.83		$41.44	2,412		$41.44
$43.63 to $49.86	2,715,880	5.50		$46.59	2,515,401		$46.47
$49.87 to $56.09	1,114,654	5.16		$51.30	1,114,654		$51.30
$56.10 to $62.32	2,761	8.48		$60.80	2,761		$60.80
$62.33 to $68.55	364,399	8.57		$66.77	152,454	67.27
$19.67 to $68.55	6,023,101	4.66		$42.05	5,610,677		$40.91
Vested and expected to vest as of December 31, 2016	6,003,870	4.55		$41.97


(1)	The aggregate intrinsic value of options outstanding that are vested and expected to vest as of December 31, 2016 is $135.3 million.


(2)	The aggregate intrinsic value and weighted average remaining contractual life in years of options exercisable as of December 31, 2016 is $132.0 million and 4.4 years, respectively.

Note: The aggregate intrinsic values in Notes (1) and (2) above were both calculated as the excess, if any, between the Company’s closing share price of $64.36 per share on December 31, 2016 and the strike price of the underlying awards.

As of December 31, 2015 and 2014, 4,436,990 Options (with a weighted average exercise price of $45.11) and 5,011,784 Options (with a weighted average exercise price of $42.18) were exercisable, respectively.