Amendment No. 3 to the Prentiss Properties Trust 1996 Share Incentive Plan

Summary

This amendment, effective May 9, 2001, updates the Prentiss Properties Trust 1996 Share Incentive Plan by increasing the maximum number of shares that can be issued under the plan to 5,000,000. All other terms of the plan remain unchanged. The amendment is executed by Prentiss Properties Trust, represented by its President and CEO, Thomas F. August.

EX-10.12 13 ex10-12.txt EXHIBIT 10.12 EXHIBIT 10.12 AMENDMENT NO. 3 TO THE PRENTISS PROPERTIES TRUST 1996 SHARE INCENTIVE PLAN This Third Amendment to the Prentiss Properties Trust 1996 Share Incentive Plan (the "Plan") as amended by the First Amendment to the Plan, dated effective as of May 6, 1997, and the Second Amendment to the Plan, dated effective as of May 5, 1998, hereby amends the Plan as follows effective as of May 9, 2001: 1. Section 5.01 which describes the maximum aggregate number of shares issuable under the Plan, is hereby amended by deleting the fourth sentence and inserting in its place the following sentence: "The maximum aggregate number of Shares that may be issued under this Plan is 5,000,000 Shares, subject to increase and adjustment as provided in this Article V and Article XII." 2. As amended by the foregoing, the Plan shall remain in full force and effect. Dated: May 9, 2001 PRENTISS PROPERTIES TRUST By: /s/ Thomas F. August ----------------------------------------- Thomas F. August President and Chief Executive Officer