Senior Officer Share Acquisition Plan (23K)
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AMLI RESIDENTIAL PROPERTIES 2002
SENIOR OFFICER SHARE ACQUISITION PLAN
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AMLI RESIDENTIAL PROPERTIES TRUST
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CERTIFICATE
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I, ____________________, ______________________________________ of
Amli Residential Properties Trust, having in my custody and possession the
corporate records of said corporation, do hereby certify that attached
hereto is a true and correct copy of the Amli Residential Properties 2002
Senior Officer Share Acquisition Plan, as in effect as of ________________.
WITNESS my hand this ________________________________________.
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AMLI RESIDENTIAL PROPERTIES 2002
SENIOR OFFICER SHARE ACQUISITION PLAN
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SECTION 1
GENERAL
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1.1 ESTABLISHMENT AND PURPOSE. Amli Residential Properties Trust,
a Maryland real estate investment trust (the "REIT"), is the general
partner of Amli Residential Properties, L.P. (the "Partnership"), a
Delaware limited partnership. The Partnership owns all of the preferred
stock of Amli Management Company, a Delaware corporation which in turn owns
Amrescon, LLC, a Delaware corporation, and each of such entities is
referred to individually as a "Service Company" and collectively as the
"Service Companies". The Partnership may from time to time acquire,
directly or indirectly, a greater than 50% economic interest in other
entities that may adopt the Plan and become additional Service Companies
hereunder, with the consent of the Executive Compensation Committee of the
REIT. The REIT, the Partnership, and the Service Companies are each
referred to individually as an "Affiliated Company," and collectively as
the "Affiliated Companies." The purpose of the Amli Residential Properties
2002 Senior Officer Share Acquisition Plan (the "Plan") is to enable each
of the Affiliated Companies to attract, retain and motivate individuals to
perform services as employees and otherwise by providing for or increasing
the opportunity for such individuals to share in the growth and success of
the Affiliated Companies through proprietary interests in the REIT and
thereby promote the long-term financial interest of the REIT and the other
Affiliated Companies. The Plan has been established by the REIT as a
successor to the loan program established in 1999, under which senior
management employees were given the opportunity to purchase Common Shares
of the REIT in the open market using the proceeds of loans from the REIT,
which loans were reimbursable to each employee by his employer, contingent
upon the borrowing employee's fulfillment of certain obligations and
conditions. The Plan is similarly intended to provide senior management
employees the opportunity to purchase Common Shares with similarly
reimbursable loans. However, in order to facilitate compliance with
Section 16(b) of the Securities Exchange Act of 1934, as amended, Common
Shares purchased under the Plan may be either open market purchases or
acquired from the REIT's authorized but unissued shares.
1.2 PARTICIPATION. Subject to the terms and conditions of the
Plan, the Committee shall determine and designate, from time to time, from
among the Eligible Persons those persons who will be granted the right to
purchase Common Shares under the Plan, and thereby become "Participants" in
the Plan.
1.3 OPERATION, ADMINISTRATION, AND DEFINITIONS. The operation and
administration of the Plan, including the grant of the right to purchase
Common Shares made under the Plan, shall be subject to the provisions of
Section 4 (relating to operation and administration). Capitalized terms in
the Plan shall be defined as set forth in the Plan (including the
definition provisions of Section 6 of the Plan).
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