Exhibit 10.3
AMENDMENT
TO
SECURITY CAPITAL PACIFIC TRUST
1996 SHARE OPTION PLAN FOR OUTSIDE TRUSTEES
WHEREAS, Security Capital Pacific Trust (the "Trust") maintains the
Security Capital Pacific Trust 1996 Share Option Plan for Outside Trustees (the
"Plan"); and
WHEREAS, the Trust and Security Capital Atlantic Incorporated ("ATLANTIC")
have entered into a merger agreement whereby ATLANTIC will merge with and into
the Trust (the "merger"); and
WHEREAS, upon shareholders' approval of the merger and consummation
thereof, the name of the Trust will be changed to Archstone Communities Trust;
and
WHEREAS, amendment of the Plan is now deemed desirable;
NOW, THEREFORE, by virtue and in exercise of the amending authority
reserved to the Trust under Section 5 of the Plan, the Plan is hereby amended,
subject to the approval of the Trust's shareholders, effective on the effective
time of the merger, in the following particulars:
1. By changing the name of the sponsor of the Plan to "Archstone
Communities Trust" and substituting that name for each reference to "Security
Capital Pacific Trust", wherever it appears in the Plan.
2. By changing the name of the Plan to "Archstone Communities Trust 1996
Share Option Plan for Outside Trustees" and substituting that name for each
reference to "Security Capital Pacific Trust 1996 Share Option Plan for Outside
Trustees", wherever it appears in the Plan.
3. By adding the following new sentence to subsection 2.1(b) of the Plan
immediately after the first sentence thereof:
"Notwithstanding the foregoing, an individual who first becomes an
Eligible Trustee on the date of an annual meeting of the Company's
shareholders shall not be granted an Option for the year beginning with the
annual meeting if the individual has been awarded an option by reason of
the individual's serving on the Board of a company which is merged with and
into the Company in the calendar year in which the merger occurs."
4. By substituting the following for the second sentence of subsection
3.2 of the Plan:
"The maximum number of shares of Stock available for Options under the Plan
shall not exceed 200,000 shares."
* * * * *
I, _________________________, Secretary of Security Capital Pacific Trust,
hereby certify that the foregoing is a correct copy of a resolution adopted by
the Board of Trustees of Security Capital Pacific Trust and that the resolution
has not been changed or repealed.
Dated this ____ day of _________, 1998.
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Secretary as Aforesaid
