Common use of Shares Subject to the Plan Clause in Contracts

Shares Subject to the Plan. The aggregate number of shares of Stock which may be awarded under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent Awards.

Shares Subject to the Plan. The aggregate number of shares of Stock which may be awarded under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total of the outstanding shares of Stock as of the date of shareholder approval of the Plan. In addition to the foregoing, in no event shall more than twenty percent (20%) of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For Further, for any Plan Year, : (a) no individual employee Key Employee may receive an Award of Options for more than 1,000,000 shares, and (b) no individual Key Employee may receive an Award of Performance Shares for more than 200,000 shares. Subject to the above limitations, shares of Stock to be issued under the Plan may be made available from the authorized but unissued shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there shall be counted against the foregoing limitations the number of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal equals the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash in lieu of Stock or are exchanged for other Awards, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares of Stock that are exchanged (either actually or constructively) by optionees as full or partial payment to the Company of the purchase price of shares of Stock being acquired through the exercise of a stock option an Option granted under the Plan may be available for subsequent Awards.

Shares Subject to the Plan. The maximum aggregate number of shares Shares of Stock Equity Office for which awards may be awarded granted under the Plan shall be subject to a maximum limit applicable to all Awards for the duration of the Plan (the "Maximum Limit"). The Maximum Limit shall be eight percent (8%) of the total not exceed [6.8% of the outstanding shares Shares, calculated on a fully diluted basis (but excluding Shares subject to options under the Equity Office Properties Trust 2003 Share Option and Share Incentive Plan) and determined annually on the first day of Stock as each calendar year. No more than one-half of the date maximum aggregate number of shareholder approval Shares may be granted as Share Awards under the Plan][20,000,000 Shares. No more than 10,000,000 Shares may be available for issuance pursuant to Awards other than Awards of options]. To the extent that options granted under the Plan expire unexercised or are terminated, surrendered or canceled, the Shares allocated to such options shall again become available for future grants under the Plan, unless the Plan has terminated. In the event of any change in the outstanding Shares due to a Share dividend, split, recapitalization, merger, consolidation, combination, exchange or similar change, the number of Shares reserved for issuance under the Plan and Shares subject to outstanding awards shall be proportionately adjusted by the Committee such that the value of the PlanShares available for awards under the Plan and the value of Shares subject to outstanding awards remains unchanged. In addition to the foregoingThe Committee may make this adjustment in any manner it deems equitable; however, in no event shall more than twenty percent (20%) shall: • the exercise price of an option be adjusted below par value of the total number of shares on a cumulative basis be available for Restricted Stock and Performance Share Awards. For Shares; or • any Plan Year, no individual employee may receive an Award of Options for more than 1,000,000 shares. Subject to the above limitations, shares of Stock to fractional Shares be issued under upon the Plan may be made available from exercise of an option. If the authorized but unissued sharesadjustment results in fractional Shares, or shares held by the Company in treasury or from shares purchased in the open market. For the purpose of computing the total number of shares of Stock available for Awards under the Plan, there cash shall be counted against issued upon the foregoing limitations the number exercise of shares of Stock subject to issuance upon exercise or settlement of Awards and the number of shares of Stock which equal the value of performance share Awards, in each case determined as at the dates on which such Awards are granted. If any Awards under the Plan are forfeited, terminated, expire unexercised, are settled in cash an option in lieu of Stock any fractional Shares. If you receive cash or are exchanged another security in exchange for other Awardsa non-vested Share in connection with any of the foregoing, the shares of Stock which were theretofore subject to such Awards shall again be available for Awards under the Plan any conditions and restrictions applicable to the extent of such forfeiture, termination, expiration, cash settlement or exchange of such Awards. Further, any shares that are exchanged (either actually or constructively) by optionees as full or partial payment Share will continue to apply to the Company of cash or property received until the purchase price of shares being acquired through the exercise of a stock option granted under the Plan may be available for subsequent AwardsShare would have vested.