Assumption and Amendment to Change in Control Agreement by Equity Office Properties Entities and Peter H. Adams

Summary

This agreement, effective May 22, 2002, is between Equity Office Properties Management Corp., Equity Office Properties Trust, EOP Operating Limited Partnership, and Peter H. Adams. It amends a prior Change in Control Agreement by transferring all employer obligations from Equity Office Properties Management Corp. to EOP Operating Limited Partnership, which becomes the new employer of Mr. Adams. The agreement also updates a provision regarding the appointment of a new CEO and reaffirms all other terms of the original agreement.

EX-10.2 4 c72807exv10w2.txt CHANGE IN CONTROL AGREEMENT - PETER H. ADAMS EXHIBIT 10.2 This ASSUMPTION AND AMENDMENT TO CHANGE IN CONTROL AGREEMENT is entered into effective as of May 22, 2002, by and among EQUITY OFFICE PROPERTIES MANAGEMENT CORP., a Delaware corporation ("EOPMC"); EQUITY OFFICE PROPERTIES TRUST, a Maryland real estate investment trust (the "Trust"); EOP OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership ("EOP Partnership"); and PETER H. ADAMS (the "Executive"). RECITALS Reference is made to a certain Change in Control Agreement dated as of September 1, 2001, by and among EOPMC, the Trust and Executive (the "Change In Control Agreement"). The parties wish to amend the Change in Control Agreement as hereinafter described. Statement of Agreement Therefore, for value received, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby enter into this Assumption and Amendment to Change in Control Agreement providing as follows: 1. EOP Partnership, being both the sole shareholder of EOPMC and the current employer of Executive, does hereby expressly assume, from and after January 1, 2002, all obligations of Employer set forth in the Change in Control Agreement as if were named therein as the Employer for the period from and after such date. In consideration for such assumption, EOPMC is hereby released from any and all future liability under or pursuant to the Change in Control Agreement. 50 2. Section 2.5(e) of the Change in Control Agreement shall be modified to read as follows: (f) The appointment after May 22, 2002 of a new Chief Executive Officer for the Trust; and ; the paragraph currently identified as Section 2.5(e) shall be re-numbered as Section 2.5(f). 3. Except as aforesaid, the original terms and conditions of the Change in Control Agreement are hereby re-affirmed and agreed to continue in full force and effect. EQUITY OFFICE PROPERTIES EOP OPERATING LIMITED PARTNERSHIP MANAGEMENT CORP By: Equity Office Properties Trust, By: /s/ STANLEY M. STEVENS Its General Partner ------------------------------ Its: Executive Vice President ---------------------------- By: /s/ SAMUEL ZELL ------------------------------- EQUITY OFFICE PROPERTIES TRUST Samuel Zell President and Chief Executive Officer By: /s/ SAMUEL ZELL /s/ PETER H. ADAMS ------------------------------ ------------------------------- Samuel Zell Peter H. Adams President and Chief Executive Officer 51