Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 14, 2009, by ENTERTAINMENT PROPERTIES TRUST, a Maryland real estate investment trust (the “Company”) and Morgan G. Earnest II (“Employee”). In consideration of the mutual covenants contained herein, the parties agree as follows:

     1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings.

          “ANNUAL INCENTIVE PROGRAM” shall mean the annual incentive program of the Company, as amended from time to time, or any successor incentive program adopted by the Board or the Compensation Committee, pursuant to which annual Performance Bonuses and Incentive Bonuses may be awarded to Employee. Pursuant to the Annual Incentive Program, the Compensation Committee may make recommendations to the Board, and the Board may adopt, an annual bonus for the Employee which will be based primarily on the Employee’s performance, as measured by the Board, for the most recently completed fiscal year.

          “BOARD” shall mean the Board of Trustees of the Company. Notwithstanding anything herein to the contrary, the Board may authorize the Compensation Committee to take any action required to be taken by the Board pursuant to this Agreement.

          “CAUSE” shall mean and be limited to an affirmative determination by the Board that any of the following has occurred: (a) Employee’s willful and continued failure or refusal to perform his duties with the Company (other than as a result of his Disability or incapacity due to mental or physical illness) which is not remedied in the reasonable good faith determination of the Board within 30 days after Employee’s receipt of written notice from the Board specifying the nature of such failure or refusal, or (b) the willful engagement by Employee in misconduct which is materially and demonstrably injurious to the Company. For purposes of this Agreement, no act or failure to act shall be considered “willful” unless done or omitted in bad faith and without reasonable belief that the act or omission was in the best interests of the Company. A failure or refusal to perform duties materially and adversely inconsistent with Employee’s position, as contemplated in paragraph (a) of the definition of “Good Reason,” shall not be considered willful or in bad faith.

          “CHANGE IN CONTROL” shall mean the occurrence of any of the following events:

          (a) Incumbent Trustees cease for any reason to constitute at least a majority of the Board.

          (b) Any “person” (as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) or “group” (within the contemplation of Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) or controls the voting power, directly or indirectly, of shares of the Company representing 25% or more of the Company Voting Securities, other than (i) an acquisition of Company Voting Securities by an

underwriter pursuant to an offering of shares by the Company, (ii) a Non-Qualifying Transaction, or (iii) an acquisition of Company Voting Securities directly from the Company which is approved by a majority of the Incumbent Trustees.

          (c) The shareholders of the Company approve a Business Combination, other than a Non-Qualifying Transaction.

          (d) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.

          (e) The acquisition of direct or indirect Control of the Company by any “person” or “group.”

          (f) Any transaction or series of transactions which results in the Company being “closely held” within the meaning of the REIT provisions of the Code, after any applicable grace period, and with respect to which the Board has either waived or failed to enforce the “Excess Share” provisions of the Company’s Amended and Restated Declaration of Trust.

          (g) For purposes of this definition:

               (A) “Company Voting Securities” shall mean the outstanding shares of the Company eligible to vote in the election of trustees of the Company.

               (B) “Company 25% Shareholder” shall mean any “person” or “group” which beneficially owns or has voting control of 25% or more of the Company Voting Securities.

               (C) “Business Combination” shall mean a merger, consolidation, acquisition, sale of all or substantially all of the Company’s assets or properties, statutory share exchange or similar transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s shareholders, whether for the transaction itself or the issuance or exchange of securities in the transaction.

               (D) “Incumbent Trustees” shall mean (1) the trustees of the Company as of the date of this Agreement or (2) any trustee elected subsequent to the date of this Agreement whose election or nomination was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by specific vote or approval of a proxy statement of the Company in which such person is named as a nominee for trustee).

               (E) “Parent Corporation” shall mean the ultimate parent entity that directly or indirectly has beneficial ownership or voting control of a majority of the outstanding voting securities eligible to elect directors of a Surviving Corporation.

               (F) “Surviving Corporation” shall mean the entity resulting from a Business Combination.

               (G) “Non-Qualifying Transaction” shall mean a Business Combination in which all of the following criteria are met: (1) more than 50% of the total voting power of the Surviving Corporation or, if applicable, the Parent Corporation, is represented by Company Voting Securities that were outstanding immediately prior to the Business Combination (or, if applicable, is represented by shares into which the Company Voting Securities were converted pursuant to the Business Combination and held in substantially the same proportion as the Company Voting Securities were held immediately prior to the Business Combination), (2) no “person” or “group” (other than a Company 25% Shareholder or any Employee Benefit Plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) would become the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and no Company 25% Shareholder would increase its percentage of such total voting power as a result of the transaction, and (3) at least a majority of the members of the board of directors or similar governing body of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Trustees at the time of the Board’s approval of the Business Combination.

          (h) Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any “person” or “group” acquires beneficial ownership or voting control of more than 25% of the Company Voting Securities as a result of any acquisition of Company Voting Securities by the Company, but if after that acquisition by the Company the “person” or “group” becomes the beneficial owner or obtains voting control of any additional Company Voting Securities, a Change in Control shall be deemed to occur unless otherwise exempted as set forth above.

          “CODE” shall mean the Internal Revenue Code of 1986, as amended.

          “COMPENSATION COMMITTEE” shall mean the compensation committee appointed by the Board.

          “CONTROL” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the Company, whether through the ownership of Company Voting Securities, by contract, or otherwise.

          “DISABILITY” shall mean (a) the adjudication of incompetence of Employee or (b) the failure of Employee to perform his duties with the Company on a full-time basis for a period of time until the Company’s Long-Term Disability Plan commences payment of benefits as a result of incapacity due to mental or physical illness which is determined to be permanent by a physician selected by the Company or its insurers and acceptable to Employee or his legal representative, which acceptance shall not be unreasonably withheld.

          “EMPLOYEE BENEFIT PLANS” shall mean any and all 401(k) plans, profit sharing plans, retirement plans, savings plans, investment plans, Health Plans, group life insurance, disability insurance, salary continuation plans, accidental death and travel accident insurance plans, long-term care plans, fringe benefits and all other benefit plans, programs and

policies of the Company adopted for peer management employees of the Company or agreed to by Employee and the Company during the Employment Period.

          “EMPLOYMENT PERIOD” shall mean the period from the date of this Agreement until the third anniversary of the date hereof, as extended automatically by adding one additional one year period on the third anniversary of the date hereof and on each anniversary thereafter.

          “EXCESS PARACHUTE PAYMENT” shall have the meaning given by such term in Section 280G of the Code.

          “EXCHANGE ACT” shall mean the Securities Exchange Act of 1934, as amended.

          “EXCISE TAX” shall mean any tax imposed by Section 4999 or 280G of the Code.

          “GOOD REASON” shall mean any of the following which is not remedied in the reasonable good faith determination of Employee within 30 days after the Company’s receipt of written notice specifying the event claimed to constitute Good Reason:

     (a) The assignment to Employee of duties materially and adversely inconsistent with Employee’s position as described in Section 2 or other position to which Employee may have been promoted prior to that time, or any material reduction in Employee’s office, status, position, title(s) or responsibilities which is not agreed to by Employee;

     (b) Any material reduction in Employee’s base compensation or eligibility under the Annual Incentive Program, eligibility for Long-Term Incentive Awards under the Long-Term Incentive Plan, or eligibility under Employee Benefit Plans which is not agreed to by Employee, or, after the occurrence of a Change in Control, a diminution of the Employee’s target opportunity under the Annual Incentive Plan, Long-Term Incentive Plan or any successor plan, or a failure to evaluate Employee’s performance relative to the target opportunity based upon the same metrics as peer management at the surviving or acquiring company;

     (c) A material breach of this Agreement by the Company, its successors or assigns, including any failure to pay Employee on a timely basis any amounts to which he is entitled under this Agreement; or

     (d) Any requirement that Employee be based at any office outside of a 35-mile radius of Employee’s principal residence as of the date hereof (as set forth in Section 16 hereof).

          “GROSS-UP PAYMENT” shall mean a payment to Employee in an amount equal to all Excise Tax imposed on Employee as a result of any of the events described in Section 6(d), plus an amount equal to all federal, state or local income or other tax imposed on Employee as a result of any payment of such Excise Tax amount.

          “HEALTH PLANS” shall mean any and all individual and family health and hospitalization insurance and/or self-insurance plans, medical reimbursement plans, prescription drug plans, dental plans and other health and/or wellness plans.

          “INCENTIVE BONUS” shall mean any portion of bonus awarded to Employee under the Annual Incentive Program in which the Employee elects to take restricted shares of the Company or other equity based compensation.

          “LONG-TERM INCENTIVE AWARDS” shall mean all grants of equity-based compensation awarded to Employee under the Company’s Long-Term Incentive Plan, other than Incentive Bonuses, together with amounts under the Long-Term Incentive Plan that Employee elects to contribute to the Section 79 insurance plan of the Company, or any successor plan.

          ‘LONG-TERM INCENTIVE PLAN” means the 1997 Share Equity Plan and any successor, renewal or additional equity plan of the Company.

          “NOTICE OF TERMINATION” shall mean a written instrument delivered by Employee or the Board, as the case may be, which (a) gives notice of the termination of this Agreement and Employee’s employment hereunder, (b) indicates the provision of this Agreement under which the termination is made, (c) unless the termination is pursuant to Section 5(a), (d), (f) or (g), describes in reasonable detail the facts and circumstances claimed to provide a basis for termination, and (d) specifies the Termination Date (which shall be not more than 30 days after the date of the Notice). The failure by Employee or the Company to describe in a Notice of Termination any fact or circumstance which contributes to a showing of Disability, Good Reason or Cause (as applicable) shall not waive any right to assert such fact or circumstance in enforcing Employee’s or the Company’s rights hereunder.

          “PERFORMANCE BONUS” shall mean any portion of the bonus awarded to Employee under the Annual Incentive Program in which the Employee elects to take in the form of cash.

          “RESIGNATION” shall mean Employee’s resignation from the Company other than pursuant to Section 5(e) or (g). “Resign” shall have the correlative meaning.

          “SEVERANCE MULTIPLE” shall mean the number three (3).

          “TERMINATION DATE” shall mean: (a) if Employee is terminated pursuant to Section 5(b) or (c) or terminates pursuant to Section 5(e) or (g), the date of receipt of the Notice of Termination or any later date specified in the Notice, (b) if Employee is terminated by reason of death, the date of his death, or (c) if Employee is terminated pursuant to Section 5(d) or Resigns, 30 days after the date of receipt of the Notice of Termination.

          “YEAR” shall mean a calendar year including, for purposes of Section 4, all of calendar year 2009.

     2. DUTIES. The Company employs Employee as its Chief Investment Officer and Vice President. During the Employment Period:

          (a) Employee shall perform, to the best of his ability, the duties commensurate with Employee’s position as Chief Investment Officer and Vice President, or such other position as Employee may be promoted in the future, as the Company shall assign from time to time.

          (b) Employee shall devote his full time and attention to the business of the Company and shall not engage in any other business activity for gain or profit, other than (i) Employee’s service as a consultant to Capmark Financial Group, Inc. and (ii) personal investments or service on corporate, civic or charitable boards or committees, in the case of both clause (i) and (ii), so long as such activities do not significantly interfere with the performance of his responsibilities under this Agreement.

Employee accepts his employment and agrees to faithfully observe and enforce the policies and decisions of the Company in effect from time to time, including but not limited to the Company’s Code of Business Conduct and Ethics and Insider Trading and Regulation FD Compliance Policy.

     3. TERM. This Agreement and Employee’s employment shall remain in effect during the Employment Period, unless sooner terminated in accordance with Section  5.

     4. COMPENSATION.

          (a) BASE SALARY. Employee shall receive an annual base salary of $360,000, payable in regular increments in accordance with the Company’s standard payroll procedures (but not less frequently than monthly) less applicable withholdings, and subject to such increases as awarded in the discretion of the Compensation Committee from time to time.

          (b) BONUS. Employee shall be eligible for an annual Performance Bonus and an annual Incentive Bonus in accordance with the Annual Incentive Program as administered by the Compensation Committee. The Compensation Committee shall establish the bonus computation methodology and performance criteria for each Year and shall have sole authority to administer the Annual Incentive Program, to establish performance goals, to certify to their achievement, to establish under the Annual Incentive Program the amount of the Performance Bonus and Incentive Bonus, the type of compensation comprising the Incentive Bonus and the number of restricted shares or amount of other equity-based compensation issuable as the Incentive Bonus.

          (c) LONG-TERM INCENTIVE AWARDS. Employee shall be eligible to participate in Long-Term Incentive Awards from time to time at the discretion of the Compensation Committee.

          (d) EMPLOYEE BENEFIT PLANS. Employee shall be eligible to participate in all Employee Benefit Plans made available to other peer management employees of the Company or otherwise agreed to by Employee and the Compensation Committee during the Employment Period.

          (e) VACATION. Employee shall be entitled to at least four weeks paid vacation during each Year of service, or such greater amount as otherwise agreed to by Employee and the Compensation Committee (prorated for any partial Year).

          (f) EXPENSE REIMBURSEMENTS. The Company shall reimburse Employee for all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of his services under this Agreement. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, in a format and manner consistent with the Company’s expense reporting and reimbursement policies applicable to other peer management employees of the Company.

          (g) ADJUSTMENTS TO COMPENSATION. Employee’s base salary and other cash compensation shall be subject to withholding and other applicable taxes. If Employee is employed by the Company for less than 12 months in any Year, unless otherwise provided in Section 6 or in the applicable plan or arrangement, his compensation and benefits shall be prorated in accordance with the number of days in the Year during which he is employed.

     5. TERMINATION. This Agreement and Employee’s employment hereunder shall be terminated upon the earliest of:

          (a) DEATH. Employee’s employment shall automatically terminate upon his death.

          (b) DISABILITY. The Company will make efforts to reasonably accommodate Employee as required by applicable federal and state laws. However, in the event of Employee’s Disability, the Board may, after giving 30 days’ written notice to Employee, terminate Employee by giving Notice of Termination if he is unable because of his Disability to resume his full-time duties within such 30-day period.

          (c) CAUSE. The Board may terminate Employee’s employment for Cause by giving Notice of Termination to Employee. Employee shall have the right to appeal any termination for Cause to the Board by providing written notice to the Chairman of the Board not later than five business days after the date of the Notice of Termination. Employee and his counsel shall have the right to appear before the Board at a meeting at which such appeal shall be considered. The determination of the Board with regard to such appeal shall be final and binding.

          (d) WITHOUT CAUSE. The Board may terminate Employee’s employment without Cause by giving 30 days’ Notice of Termination to Employee.

          (e) GOOD REASON. Employee may terminate his employment for Good Reason by giving Notice of Termination to the Company.

          (f) RESIGNATION. Employee may Resign his employment by giving 30 days’ Notice of Termination to the Company.

          (g) RETIREMENT. Employee may retire at or after age 65.

     6. COMPENSATION ON TERMINATION. Upon termination of Employee’s employment for any reason provided in Section 5, Employee (or his estate) shall be entitled to all compensation earned and all benefits under Employee Benefit Plans and expense reimbursements vested or accrued through the Termination Date. In addition:

          (a) DEATH OR DISABILITY. If Employee’s employment hereunder is terminated pursuant to Section 5(a) or Section 5(b), Employee (or Employee’s estate in the case of termination pursuant to Section 5(a)) shall receive from the Company in a lump sum payment due within 30 days after the Termination Date, an amount equal to the product of (A) the sum of (i) Employee’s annual base salary at the rate in effect immediately prior to the Termination Date, plus (ii)   the amount of the Performance Bonus plus the value on the award date of the Incentive Bonus paid or payable to Employee for the most recently completed Year prior to the Termination Date (annualized as applicable), plus (iii) the value on the award date of the Long-Term Incentive Awards made to Employee during the current Year or if none, during the prior Year (annualized as applicable), times (B) the Severance Multiple. In addition (1) notwithstanding anything to the contrary in any share option plan or agreement, any share options held by Employee on the Termination Date shall become immediately exercisable and may be exercised by Employee (or Employee’s estate or other authorized representative) until the earlier of one year after the Termination Date or 10 years after the grant date of the options, and (2) all unvested restricted shares held by Employee on the Termination Date shall become fully vested as of such date.

          (b) BY THE COMPANY WITHOUT CAUSE; BY EMPLOYEE FOR GOOD REASON. If Employee’s employment hereunder is terminated pursuant to Section 5(d) or Employee terminates Employee’s employment hereunder pursuant to Section 5(e), Employee shall receive from the Company (or its successor, if applicable), in a lump-sum payment due within 30 days after the Termination Date, an amount equal to the product of (A) the sum of (i) Employee’s annual base salary at the rate in effect immediately prior to the Termination Date, plus (ii)   the amount of the Performance Bonus plus the value on the award date of the Incentive Bonus paid or payable to Employee for the most recently completed Year prior to the Termination Date (annualized as applicable), plus (iii) the value on the award date of the Long-Term Incentive Awards made to Employee during the current Year or if none, during the prior Year (annualized as applicable), times (B) the Severance Multiple. In addition (1) notwithstanding anything to the contrary in any share option plan or agreement, any share options held by Employee on the Termination Date shall become immediately exercisable and may be exercised by Employee until the earlier of 180 days after the Termination Date or 10 years after the grant date of the options, and (2) all unvested restricted shares held by Employee

on the Termination Date shall become fully vested as of such date. Notwithstanding the foregoing, if Employee’s employment hereunder is terminated pursuant to Section 5(d) or Employee terminates Employee’s employment hereunder pursuant to Section 5(e) after the second anniversary of the date hereof and within 90 days after Employee has received notice of the Board’s requirement, made upon the recommendation of the Chief Executive Officer of the Company, that Employee be based at the then current offices of the Company, and (iii) in the Board’s reasonable judgment, Employee has failed to comply with such requirement within such 90-day period, then Employee shall receive (in lieu of the payments set forth above) from the Company (or its successor, if applicable), in a lump-sum payment due within 30 days after the Termination Date, an amount equal to the product of (A) Employee’s annual base salary at the rate in effect immediately prior to the Termination Date, times (B) 1.5. If Employee relocates pursuant to the Board’s requirement, clause (d) of the definition of “Good Reason” shall be revised to read in its entirety as follows: “Any requirement that Employee be based at any office outside of a 35-mile radius of the current offices of the Company.”

          (c) HEALTH PLANS. If Employee is terminated pursuant to Section 5(b) or (d) or terminates pursuant to Section 5(e), Employee shall be entitled to participate at the Company’s expense in all Health Plans in which Employee was eligible to participate prior to the Termination Date for a period of time after the Termination Date equal to 12 months times the Severance Multiple. Upon Employee’s death, his immediate family shall be entitled to participate at the Company’s expense in all Health Plans in which Employee was eligible to participate prior to his death for a period of time after the Termination Date equal to 12 months times the Severance Multiple.

          (d) GROSS-UP PAYMENT. If the Internal Revenue Service asserts that any portion of any payment made to Employee pursuant to any provision of this Agreement constitutes an Excess Parachute Payment and imposes an Excise Tax thereon, then the Company agrees that it will indemnify and hold harmless Employee in an amount equal to such Excise Tax. Such amount shall be paid to Employee immediately pending a final judicial determination of, or settlement determining, such liability for the Excise Tax otherwise. In addition, the Company shall pay a Gross-Up Payment to Employee or his estate in the amount of any Excise Tax incurred by Employee as a result of any severance compensation, accelerated exercisability of options, accelerated vesting of restricted shares and/or continuation of benefits under this Section 6, plus an amount equal to any federal, state or local income tax imposed on Employee as the result of the Company’s payment of any such Excise Tax amount. Such Gross-Up Payment shall be payable to Employee at the time the respective applicable tax triggering such Gross-Up Payment is due. For purposes of determining the amount of the Gross-Up Payment, Employee will be deemed to (i) pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is made, and (ii) state and local income taxes at the highest marginal rates of taxation in the state and locality of his residence in the calendar year in which the Gross-Up Payment is made net, in the case of clause (i), of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The parties agree that the payments required to be made under this Section 6 are such that the payments Employee receives, or is entitled to receive, under this Section 6 shall not be reduced by any Excise Tax or Gross-Up Payment with respect

thereto and therefore the net amount retained by Employee, after reimbursement for any Excise Tax, or any other federal, state or local income or other tax that may be payable on receipt of such reimbursement for Excise Tax, that is imposed as a result of any payment required to be made under this Section 6 shall be equal to the same amount as if no such Excise Tax or other tax had been imposed.

     All other rights and obligations of the Company and Employee under this Agreement (other than Sections 8, 9 and 10, which shall survive termination) shall cease as of the Termination Date.

          (e) For purposes of this Section 6, the value on the award date of any Incentive Bonus or any Long-Term Incentive Award shall be, in the case of equity compensation, the estimated fair value of the award as of the grant date, without respect to vesting, determined by the Company in accordance with FAS No. 123 (revised 2004), “Share-Based Payment,” issued by the Financial Accounting Standards Board, or any replacement successor or amended accounting standard regarding the valuation of equity-based awards.

     7. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall limit Employee’s continuing or future participation in any plan, program, policy or practice provided by the Company and for which Employee may qualify, nor shall anything herein limit or otherwise affect any rights Employee may have under any other contract or agreement with the Company. Amounts which are vested benefits or which Employee is otherwise entitled to receive at or subsequent to a Termination Date under any plan, policy, practice or program of, or any contract or agreement with, the Company shall be payable in accordance with the same, except as explicitly modified in this Agreement.

     8. FULL SETTLEMENT; RESOLUTION OF DISPUTES.

          (a) The Company’s obligation to make the payments provided in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any unilateral right of set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Employee or others, but the foregoing shall not limit the right of the Company to seek such relief in any proceeding. Any payments and benefits provided for in this Agreement shall be contingent upon Employee executing a full release of any and all claims against the Company, the Board and officers of the Company and any affiliates and representatives of the Company arising out of Employee’s employment with the Company or this Agreement. In no event shall Employee be obligated to seek other employment or take any other action to mitigate any amounts payable under this Agreement. If Employee is the prevailing party in any action brought by the Company to contest any liability or obligation hereunder or in any action by Employee to enforce the provisions hereof, the Company shall reimburse Employee for the fees and expenses of his counsel incurred in such action.

          (b) If there is a dispute between the Board and Employee (i) if the Board terminates for Cause, with respect to the existence of Cause (ii) if Employee terminates with Good Reason, with respect to the existence of Good Reason, then, upon the entry of a final,

nonappealable judgment by a court of competent jurisdiction declaring that the Board’s termination was not for Cause or that Employee’s determination of Good Reason was made in good faith, as the case may be, the Company shall pay all amounts provided in the applicable provisions of Section 6, plus any damages to which Employee is entitled by reason of the Company’s breach of this Agreement and shall reimburse Employee for the fees and expenses of his counsel incurred in such proceeding.

          (c) Any amount payable under this Section 8 shall bear interest at the federal rate provided in Section 7872(f)(2)(A) of the Code until fully paid.

     9. INDEMNIFICATION. Nothing in this Agreement shall limit Employee’s indemnification rights under the Company’s Declaration of Trust or Bylaws or any Trustees’ and Officers’ insurance coverage. Employee shall not be liable to the Company or its shareholders for any errors or omissions made in good faith and in the absence of gross negligence or willful misconduct.

     10. COVENANTS OF THE EMPLOYEE.

          (a) Employee shall retain in confidence and shall not disclose to any party (other than officers, trustees or representatives of the Company as required for the conduct of the Company’s business), nor use for any purpose (other than in the performance of his duties hereunder) any confidential or proprietary information of or with respect to the Company, its business, financial condition or performance, existing or potential properties, existing or potential transactions, negotiations, relationships, plans, strategies, projections, existing or potential tenants or any other information of a confidential or proprietary nature, whether in written, oral or electronic format and whether disclosed prior to or after the date of this Agreement (“Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include (i) information which is publicly disclosed or otherwise generally available through no fault of Employee, or (ii) information required to be disclosed by Employee or the Company under the federal securities laws and regulations or any subpoena or order of a court or governmental agency. In no event shall an asserted violation of the provisions of this Section 10(a) constitute a basis for the Company’s unilateral deferral or withholding of any amounts otherwise payable to Employee under this Agreement, without limitation of the right of the Company to assert any right of set-off, counterclaim, recoupment, defense or other claim in any proceeding.

          (b) During the Employment Period and for a period ending on the third anniversary of the Termination Date, Employee shall not, directly or indirectly, unless for the Company or its affiliates or otherwise with the express written consent of the Company:

     (i) own or have any interest in, or act as an officer, director, partner, member, manager, principal, employee, agent, representative, consultant, independent contractor or other capacity of or for, or in any way assist, any Competitive Enterprise within the Restricted Area, whether paid or unpaid; or

     (ii) divert or attempt to divert clients, customers or accounts of the Company or of its affiliates (whether or not the applicable parties have done business with the Company or any of its affiliates once or more than once), regardless of their location.

This provision shall not apply if, within one year following a Change in Control, the Company terminates Employee’s employment with Company for any reason other than pursuant to Sections 5(b) or 5(c). Employee agrees that because of the nationwide nature of Company’s business (directly or through its affiliates), the “Restricted Area” shall include the entire United States, and that a more limited geographic restriction is neither feasible nor appropriate to protect the interests of Company. “Competitive Enterprise” means any business that is primarily engaged in the business of developing, acquiring and financing real estate and related improvements associated with megaplex theatre properties, excluding any business that is in the primary business of movie exhibition.

          (c) Employee acknowledges that any breach of the covenants in Sections 10(a) and 10(b) would cause irreparable injury to the Company which would not be fully compensable in damages. Accordingly, the Company shall be entitled to injunctive or specific relief from a court of competent jurisdiction against any breach or threatened breach by Employee, his agents or persons acting through him, of the covenants in Sections 10(a) and 10(b) , without the necessity of posting bond or proving lack of an adequate remedy at law, and without limitation of other remedies that may be available to the Company at law or in equity.

     11. SUCCESSORS.

          (a) This Agreement is personal to Employee and shall not be assigned by him without the prior written consent of the Board. The provisions of Sections 6 and 8 shall inure to the benefit of and be binding on and enforceable by Employee’s heirs and legal representatives.

          (b) This Agreement may be assigned by the Company to any successor to its business or assets and shall inure to the benefit of its successors and assigns.

          (c) This Agreement shall be binding upon and enforceable against any successor (whether direct or indirect, by acquisition, merger, consolidation, Change in Control or otherwise) to the Company or to all or substantially all of its assets, whether such transaction was approved by the Incumbent Trustees or otherwise. The Company shall advise any successor to its business or assets and the person or entity effecting any Change in Control of the provisions of this Agreement and the survival of such provisions following the consummation of such transaction. As used in this Agreement, “Company” shall mean Entertainment Properties Trust and any successor to its business, assets or outstanding securities.

          12. EXCESS PARACHUTE PAYMENT. If the Internal Revenue Service asserts that any portion of any payment made to Employee pursuant to this Agreement constitutes an “excess parachute payment” and imposes an excise tax thereon, the Company will indemnify Employee in an amount equal to the excise tax. Such amount shall be paid to Employee immediately upon a final judicial determination of, or settlement determining, the liability for the excise tax.

     13. GOVERNING LAW. This Agreement shall be governed by Missouri law, without reference to conflicts of laws rules.

     14. HEADINGS. Section headings are for convenience of reference only and shall have no effect on the interpretation of this Agreement.

     15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof and may not be modified or amended except by written instrument executed by the Company and Employee. Notwithstanding anything to the contrary herein, this Agreement shall not affect or otherwise reduce the rights of Employee with respect to grants of stock, stock options or restricted stock units made to Employee by the Company prior to the date of this Agreement, the terms of which shall survive execution of this Agreement.

     16. NOTICE. Any notice or other communication hereunder shall be in writing and may be hand delivered or sent by registered or certified mail return receipt requested, commercial courier or facsimile transmission:

or to such other address or facsimile number as either party shall have furnished the other in writing. Notices and communications shall be effective when actually received by the addressee.

     17. SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or unenforceability of any other provision of this Agreement.

     18. WAIVER. A party’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right such party may have hereunder shall not be deemed a waiver of such provision or any other provision of this Agreement, and no such waiver shall be effective unless by written instrument signed by the party granting the waiver.

     19. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be an original and both of which, taken together, shall constitute a single instrument.

     20. AMENDMENT. This Agreement may not be amended or otherwise modified except pursuant to the express written agreement of each of the parties hereto.

     21. BOARD APPROVAL. This Agreement has been approved by the Board upon the recommendation of the Compensation Committee. The officer signing this Agreement on behalf of the Company is duly authorized to do so and to bind the Company to the provisions hereof.

[Remainder of page left intentionally blank]

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the above date.

Exhibit 10.2

ENTERTAINMENT PROPERTIES TRUST

2007 EQUITY INCENTIVE PLAN

AS AMENDED AND RESTATED

Table of Contents

		Page
SECTION 1 INTRODUCTION			1
1.1 Establishment			1
1.2 Purpose			1
1.3 Duration			1
1.4 Plan Subject to Shareholder Approval			1
SECTION 2 DEFINITIONS			1
2.1 Definitions			1
2.2 General Interpretive Principles			8
SECTION 3 PLAN ADMINISTRATION			8
3.1 Composition of Committee			8
3.2 Authority of Committee			8
3.3 Committee Delegation			9
3.4 Determination Under the Plan			9
SECTION 4 SHARES SUBJECT TO THE PLAN			9
4.1 Number of Shares			9
4.2 Unused and Forfeited Shares			10
4.3 Adjustments in Authorized Shares			10
4.4 General Adjustment Rules			10
SECTION 5 PARTICIPATION			11
5.1 Basis of Grant			11
5.2 Types of Grants; Limits			11
5.3 Award Agreements			11
5.4 Restrictive Covenants			11
5.5 Maximum Annual Award			11
5.6 Additional Limits			12
SECTION 6 SHARE OPTIONS			12
6.1 Grant of Options			12
6.2 Option Agreements			12
6.3 Shareholder Privileges			16
SECTION 7 SHARE APPRECIATION RIGHTS			16
7.1 Grant of SARs			16
7.2 SAR Award Agreement			16
7.3 Exercise of Tandem SARs			16
7.4 Exercise of Freestanding SARs			17
7.5 Expiration of SARs			17
7.6 Payment of SAR Amount			17

Table of Contents
(continued)

		Page
SECTION 8 AWARDS OF RESTRICTED SHARE AND RESTRICTED SHARE UNITS			17
8.1 Restricted Share Awards Granted by Committee			17
8.2 Restricted Share Unit Awards Granted by Committee			17
8.3 Restrictions			18
8.4 Privileges of a Shareholder, Transferability			18
8.5 Enforcement of Restrictions			18
8.6 Termination of Service, Death, Disability, etc			19
SECTION 9 PERFORMANCE SHARES, PERFORMANCE UNITS, BONUS SHARES AND DEFERRED SHARES			19
9.1 Awards Granted by Committee			19
9.2 Terms of Performance Shares or Performance Units			19
9.3 Bonus Shares			19
9.4 Deferred Shares			19
SECTION 10 PERFORMANCE AWARDS; SECTION 162(M) PROVISIONS			20
10.1 Terms of Performance Awards			20
10.2 Performance Goals			20
10.3 Adjustments			21
10.4 Other Restrictions			22
10.5 Section 162(m) Limitations			22
SECTION 11 REORGANIZATION, CHANGE IN CONTROL OR LIQUIDATION			22
SECTION 12 RIGHTS OF EMPLOYEES; PARTICIPANTS			23
12.1 Employment			23
12.2 Nontransferability			23
12.3 Permitted Transfers			23
SECTION 13 GENERAL RESTRICTIONS			24
13.1 Investment Representations			24
13.2 Compliance with Securities Laws			24
13.3 Share Restriction Agreement			24
SECTION 14 OTHER EMPLOYEE BENEFITS			25
SECTION 15 PLAN AMENDMENT, MODIFICATION AND TERMINATION			25
15.1 Amendment, Modification, and Termination			25
15.2 Adjustment Upon Certain Unusual or Nonrecurring Events			25
15.3 Awards Previously Granted			25
SECTION 16 WITHHOLDING			25
16.1 Withholding Requirement			25
16.2 Withholding with Shares			25

Table of Contents
(continued)

		Page
SECTION 17 NONEXCLUSIVITY OF THE PLAN			26
17.1 Nonexclusivity of the Plan			26
SECTION 18 REQUIREMENTS OF LAW			26
18.1 Requirements of Law			26
18.2 Code Section 409A			26
18.3 Rule 16b-3			27
18.4 Governing Law			27

ENTERTAINMENT PROPERTIES TRUST
2007 EQUITY INCENTIVE PLAN

SECTION 1
INTRODUCTION

1.1		Establishment . Entertainment Properties Trust, a Maryland real estate investment trust (the “Company”), hereby establishes the Entertainment Properties Trust 2007 Equity Incentive Plan (the “Plan”) for certain employees, non-employee trustees and consultants of the Company.
1.2		Purpose . The purpose of this Plan is to encourage employees of the Company and its affiliates and subsidiaries, and non-employee trustees of the Company to acquire a proprietary and vested interest in the growth and performance of the Company. The Plan also is designed to assist the Company in attracting and retaining employees, non-employee trustees and consultants by providing them with the opportunity to participate in the success and profitability of the Company.
1.3		Duration . The Plan shall commence on the Effective Date and shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 15 hereof, until all Shares subject to the Plan shall have been issued, purchased or acquired according to the Plan’s provisions. Unless the Plan shall be reapproved by the shareholders of the Company and the Board renews the continuation of the Plan, no Awards shall be issued pursuant to the Plan after the tenth (10 th ) anniversary of the Effective Date.
1.4		Plan Subject to Shareholder Approval . Although the Plan is effective on the Effective Date, the Plan’s continued existence is subject to the Plan being approved by the Company’s shareholders within 12 months of the Effective Date. Any Awards granted under the Plan after the Effective Date but before the approval of the Plan by the Company’s shareholders will become null and void if the Company’s shareholders do not approve this Plan within such 12-month period.

SECTION 2
DEFINITIONS

2.1

Definitions . The following terms shall have the meanings set forth below.

     “ 1933 Act ” means the Securities Act of 1933.

     “ 1934 Act ” means the Securities Exchange Act of 1934.

     “ Affiliate ” of the Company means any Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with the Company.

     “ Award ” means a grant made under this Plan in any form, which may include but is not limited to, Share Options, Restricted Shares, Restricted Shares Units, Bonus Shares, Deferred Shares, Performance Shares, Share Appreciation Rights and Performance Units.

     “ Award Agreement ” means a written agreement or instrument between the Company and a Holder evidencing an Award.

     “ Beneficiary ” means the person, persons, trust or trusts which have been designated by a Holder in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Holder, or, if there is no designated beneficiary or surviving designated beneficiary, then the Person or Persons entitled by will or the laws of descent and distribution to receive such benefits.

     “ Board ” means the Board of Trustees of the Company.

     “ Bonus Shares ” means Shares that are awarded to a Participant without cost and without restriction in recognition of past performance (whether determined by reference to another employee benefit plan of the Company or otherwise) or as an incentive to become an employee of the Company or a Subsidiary.

     “ Cause ” means, unless otherwise defined in an Award Agreement or otherwise defined in a Participant’s employment agreement (in which case such definition will apply) any of the following:

	(i)		Participant’s conviction of, plea of guilty to, or plea of nolo contendere to a felony or other crime that involves fraud or dishonesty;
	(ii)		Any willful action or omission by a Participant which would constitute grounds for immediate dismissal under the employment policies of the Company by which Participant is employed, including intoxication with alcohol or illegal drugs while on the premises of the Company, or violation of sexual harassment laws or the internal sexual harassment policy of the Company by which Participant is employed;
	(iii)		Participant’s habitual neglect of duties, including repeated absences from work without reasonable excuse; or
	(iv)		Participant’s willful and intentional material misconduct in the performance of his duties that results in financial detriment to the Company;

provided, however, that for purposes of clauses (ii), (iii) and (iv), “Cause” shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Participant in good faith to have been in or not opposed to the interest of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). A Participant who agrees to resign from his affiliation with the Company in lieu of being terminated for Cause may be deemed, in the sole discretion of the Committee, to have been terminated for Cause for purposes of this Plan.

     “ Change in Control ” means the first to occur of the following events:

	(i)		Incumbent Trustees cease for any reason to constitute at least a majority of the Board.
	(ii)		Any “person” (as defined in Section 3(a)(9) of the 1934 Act and as used in Sections 13(d)(3) and 14(d)(2) of the 1934 Act) or “group” (within the contemplation of Section 13(d)(3) of the 1934 Act and Rule 13d-5 thereunder) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act) or controls the voting power, directly or indirectly, of shares of the Company representing 25% or more of the Company Voting Securities, other than (1) an acquisition of Company Voting Securities by an underwriter pursuant to an offering of shares by the Company, (2) a Non-Qualifying Transaction, or (3) an acquisition of Company Voting Securities directly from the Company which is approved by a majority of the Incumbent Trustees.
	(iii)		A Business Combination, other than a Non-Qualifying Transaction, is consummated.
	(iv)		The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company.
	(v)		The acquisition of direct or indirect Control of the Company by any “person” or “group.”
	(vi)		Any transaction or series of transactions which results in the Company being “closely held” within the meaning of the REIT provisions of the Code, after any applicable grace period, and with respect to which the Board has either waived or failed to enforce the “Excess Share” provisions of the Company’s Amended and Restated Declaration of Trust.

     For purposes of this Change in Control definition:

	A.		“Company Voting Securities” shall mean the outstanding shares of the Company eligible to vote in the election of trustees of the Company.
	B.		“Company 25% Shareholder” shall mean any “person” or “group” which beneficially owns or has voting control of 25% or more of the Company Voting Securities.
	C.		“Business Combination” shall mean a merger, consolidation, acquisition, sale of all or substantially all of the Company’s assets or properties, statutory share exchange or similar transaction involving the Company or any of its subsidiaries that requires the approval of the Company’s shareholders, whether for the transaction itself or the issuance or exchange of securities in the transaction.
	D.		“Incumbent Trustees” shall mean (1) the trustees of the Company as of the Effective Date or (2) any trustee elected subsequent to the Effective Date whose

			election or nomination was approved by a vote of at least two-thirds of the Incumbent Trustees then on the Board (either by specific vote or approval of a proxy statement of the Company in which such person is named as a nominee for trustee).
	E.		“Parent Corporation” shall mean the ultimate parent entity that directly or indirectly has beneficial ownership or voting control of a majority of the outstanding voting securities eligible to elect directors of a Surviving Corporation.
	F.		“Surviving Corporation” shall mean the entity resulting from a Business Combination.
	G.		“Non-Qualifying Transaction” shall mean a Business Combination in which all of the following criteria are met: (1) more than 50% of the total voting power of the Surviving Corporation or, if applicable, the Parent Corporation, is represented by Company Voting Securities that were outstanding immediately prior to the Business Combination (or, if applicable, is represented by shares into which the Company Voting Securities were converted pursuant to the Business Combination and held in substantially the same proportion as the Company Voting Securities were held immediately prior to the Business Combination), (2) no “person” or “group” (other than a Company 25% Shareholder or any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) would become the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and no Company 25% Shareholder would increase its percentage of such total voting power as a result of the transaction, and (3) at least a majority of the members of the board of directors or similar governing body of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Trustees at the time of the Board’s approval of the Business Combination.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any “person” or “group” acquires beneficial ownership or voting control of more than 25% of the Company Voting Securities as a result of any acquisition of Company Voting Securities by the Company, but if after that acquisition by the Company the “person” or “group” becomes the beneficial owner or obtains voting control of any additional Company Voting Securities, a Change in Control shall be deemed to occur unless otherwise exempted as set forth above.

     “ Code ” means the Internal Revenue Code of 1986, as it may be amended from time to time, and the rules and regulations promulgated thereunder.

     “ Committee ” means (i) the Board, or (ii) one or more committees of the Board to whom the Board has delegated all or part of its authority under this Plan. Initially, the Committee shall

be the Compensation Committee of the Board which is delegated all of the Board’s authority under this Plan as contemplated by clause (ii) above.

     “ Company ” means Entertainment Properties Trust, a Maryland real estate investment trust, and any successor thereto.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

     “ Covered Employee ” means an Employee that meets the definition of “covered employee” under Section 162(m)(3) of the Code.

     “ Date of Grant ” or “ Grant Date ” means, with respect to any Award, the date as of which such Award is granted under the Plan.

     “ Deferred Shares ” means Shares that are awarded to a Participant on a deferred basis pursuant to Section 9.4.

     “ Disabled ” or “ Disability ” means an individual (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than 3 months under a Company-sponsored accident and health plan. Notwithstanding the above, with respect to an Incentive Share Option and the period of time following a separation from service in which a Holder may exercise such Incentive Share Option, “disabled” shall have the same meaning as defined in Code section 22(e)(3).

     “ Effective Date ” means April 2, 2007.

     “ Eligible Employees ” means all Employees (including officers and trustees who are also Employees) of the Company or an Affiliate upon whose judgment, initiative and efforts the Company depends, or will depend, for the successful conduct of the Company’s business.

     “ Employee ” means a common law employee of the Company or an Affiliate.

     “ Executive Officer ” means (i) the president of the Company, any vice president of the Company, including any vice president of the Company in charge of a principal business unit, division or function (such as sales, administration, or finance), any other officer who performs a policy making function or any other person who performs similar policy making functions for the Company, (ii) Executive Officers (as defined in part (i) of this definition) of subsidiaries of the Company who perform policy making functions for the Company, and (iii) any Person designated or identified by the Board as being an Executive Officer for purposes of the 1933 Act or the 1934 Act, including any Person designated or identified by the Board as being a Section 16 Person.

     “ Fair Market Value ” means, as of any date, the value of a Share determined in good faith, from time to time, by the Committee in its sole discretion, and for this purpose the Committee may adopt such formulas as in its opinion shall reflect the true fair market value of such Share from time to time and may rely on such independent advice with respect to such fair market value as the Committee shall deem appropriate. In the event that the Shares of the Company are traded on a national securities exchange, the Committee may determine that the Fair Market Value of the Share shall be based upon the closing price on the trading day of the applicable date as reported in The Wall Street Journal and consistently applied. If the securities exchange is closed on the applicable date, the closing price on the next day the securities exchange is open will be the Fair Market Value.

     “ Freestanding SAR ” means any SAR that is granted independently of any Option.

     “ Holder ” means a Participant, Beneficiary or Permitted Transferee who is in possession of an Award Agreement representing an Award that (i) in the case of a Participant has been granted to such individual, (ii) in the case of a Beneficiary has been transferred to such person under the laws of descent and distribution, or (iii) in the case of a Permitted Transferee, has been transferred to such person as permitted by the Committee, and, with respect to all of the above cases (i), (ii) and (iii), such Award Agreement has not expired, been canceled or terminated. “Incentive Share Option” means any Option designated as such and granted in accordance with the requirements of Section 422 of the Code.

     “ Nonqualified Share Option ” means any Option to purchase Shares that is not an Incentive Share Option.

     “ Option ” means a right to purchase Shares at a stated price for a specified period of time. Such definition includes both Nonqualified Share Options and Incentive Share Options.

     “ Option Agreement ” or “ Option Award Agreement ” means a written agreement or instrument between the Company and a Holder evidencing an Option.

     “ Option Exercise Price ” means the price at which Shares subject to an Option may be purchased, determined in accordance with Section 6.2(b).

     “ Optionee ” shall have the meaning as set forth in Section 6.2. For the avoidance of any doubt, in situations where the Option has been transferred to a Permitted Transferee or passed to a Beneficiary in accordance with the laws of descent and distribution, the Optionee will not be the same person as the Holder of the Option.

     “ Participant ” means a Service Provider of the Company designated by the Committee from time to time during the term of the Plan to receive one or more Awards under the Plan.

     “ Performance Award ” means any Award that will be issued or granted, or become vested or payable, as the case may be, upon the achievement of certain performance goals (as described in Section 10) to a Participant pursuant to Section 10.

     “ Performance Period ” means the period of time as specified by the Committee during which any performance goals are to be measured.

     “ Performance Shares ” means an Award made pursuant to Section 9 which entitles a Holder to receive Shares, their cash equivalent, or a combination thereof based on the achievement of performance targets during a Performance Period.

     “ Performance Units ” means an Award made pursuant to Section 9 which entitles a Holder to receive cash, Shares or a combination thereof based on the achievement of performance goals during a Performance Period.

     “ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the 1934 Act and used in Sections 13(d) and 14(d) thereof, including “group” as defined in Section 13(d) thereof.

     “ Plan ” means the Entertainment Properties Trust 2007 Equity Incentive Plan, as set forth in this instrument and as hereafter amended from time to time.

     “ Restricted Shares ” means Shares granted under Section 8 that are subject those restrictions set forth therein and the Award Agreement.

     “ Restricted Shares Unit ” means an Award granted under Section 8 evidencing the Holder’s right to receive a Share (or, at the Committee’s discretion, a cash payment equal to the Fair Market Value of a Share) at some future date and that is subject those restrictions set forth therein and the Award Agreement.

     “ Rule 16b-3 ” means Rule 16b-3 promulgated under the 1934 Act.

     “ SAR ” or “ Share Appreciation Right ” means an Award, granted either alone or in connection with an Option, that is designated as a SAR pursuant to Section 7.

     “ SAR Holder ” shall have the meaning as set forth in Section 7.2.

     “ Section 16 Person ” means a Person who is subject to obligations under Section 16 of the 1934 Act with respect to transactions involving equity securities of the Company.

     “ Service Provider ” means an Eligible Employee, a non-employee trustee of the Company or consultant of the Company.

     “ Shares ” means the shares of beneficial interest in the Company.

     “ Subsidiary ” means (i) in the case of an Incentive Share Option a “subsidiary corporation,” whether now or hereafter existing, as defined in section 424(f) of the Code, and (ii) in the case of any other type of Award, in addition to a subsidiary corporation as defined in clause (i), a limited liability company, partnership or other entity in which the Company controls fifty percent (50%) or more of the voting power or equity interests.

     “ Tandem SAR ” means a SAR which is granted in connection with, or related to, an Option, and which requires forfeiture of the right to purchase an equal number of Shares under the related Option upon the exercise of such SAR; or alternatively, which requires the cancellation of an equal amount of SARs upon the purchase of the Shares subject to the Option.

     “ Vested Option ” means any Option, or portion thereof, which is exercisable by the Holder. Vested Options remain exercisable only for that period of time as provided for under this Plan and any applicable Option Award Agreement. Once a Vested Option is no longer exercisable after otherwise having been exercisable, the Option shall become null and void.

2.2

General Interpretive Principles . (i) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Plan and not to any particular provision of this Plan, and references to Sections are references to the Sections of this Plan unless otherwise specified; (iii) the word “including” and words of similar import when used in this Plan shall mean “including, without limitation,” unless otherwise specified; and (iv) any reference to any U.S. federal, state, or local statute or law shall be deemed to also refer to all amendments or successor provisions thereto, as well as all rules and regulations promulgated under such statute or law, unless the context otherwise requires.

SECTION 3
PLAN ADMINISTRATION

3.1		Composition of Committee . The Plan shall be administered by the Committee. To the extent the Board considers it desirable for transactions relating to Awards to be eligible to qualify for an exemption under Rule 16b-3, the Committee shall consist of two or more trustees of the Company, all of whom qualify as “non-employee directors” within the meaning of Rule 16b-3. To the extent the Board considers it desirable for compensation delivered pursuant to Awards to be eligible to qualify for an exemption from the limit on tax deductibility of compensation under section 162(m) of the Code, the Committee shall consist of two or more trustees of the Company, all of whom shall qualify as “outside directors” within the meaning of Code section 162(m).
3.2		Authority of Committee . Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:

	(a)		select the Service Providers to whom Awards may from time to time be granted hereunder;
	(b)		determine the type or types of Awards to be granted to eligible Service Providers;
	(c)		determine the number of Shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards;
	(d)		determine the terms and conditions of any Award;
	(e)		determine whether, and to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property;

	(f)		determine whether, and to what extent, and under what circumstance Awards may be canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended;
	(g)		correct any defect, supply an omission, reconcile any inconsistency and otherwise interpret and administer the Plan and any instrument or Award Agreement relating to the Plan or any Award hereunder;
	(h)		modify and amend the Plan, establish, amend, suspend, or waive such rules, regulations and procedures of the Plan, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and
	(i)		make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

3.3		Committee Delegation . The Committee may delegate to any member of the Board or committee of Board members such of its powers as it deems appropriate, including the power to sub-delegate, except that, pursuant to such delegation or sub-delegation, only a member of the Board (or a committee thereof) may grant Awards from time to time to specified categories of Service Providers in amounts and on terms to be specified by the Board or the Committee; provided that no such grants shall be made other than by the Board or the Committee to individuals who are then Section 16 Persons or other than by the Committee to individuals who are then or are deemed likely to become a “covered employee” within the meaning of Code section 162(m). A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.
3.4		Determination Under the Plan . Unless otherwise expressly provided in the Plan, all designations, determinations, adjustments, interpretations, and other decisions under or with respect to the Plan, any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive, and binding upon all persons, including the Company, any Participant, any Holder, and any shareholder. No member of the Committee shall be liable for any action, determination or interpretation made in good faith, and all members of the Committee shall, in addition to their rights as trustees, be fully protected by the Company with respect to any such action, determination or interpretation.

SECTION 4
SHARES SUBJECT TO THE PLAN

4.1

Number of Shares . Subject to adjustment as provided in Section 4.3 and subject to the maximum amount of Shares that may be granted to an individual in a calendar year as set forth in Section 5.5, no more than a total of One Million Nine Hundred and Fifty Thousand (1,950,000) Shares are authorized for issuance under the Plan in accordance with the provisions of the Plan and subject to such restrictions or other provisions as the Committee may from time to time deem necessary. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares. The Shares may be divided among the various Plan components as the Committee shall

		determine. Shares that are subject to an underlying Award and Shares that are issued pursuant to the exercise of an Award shall be applied to reduce the maximum number of Shares remaining available for use under the Plan. The Company shall at all times during the term of the Plan and while any Awards are outstanding retain as authorized and unissued Shares, or as treasury Shares, at least the number of Shares from time to time required under the provisions of the Plan, or otherwise assure itself of its ability to perform its obligations hereunder.
4.2		Unused and Forfeited Shares . Any Shares that are subject to an Award under this Plan that are not used because the terms and conditions of the Award are not met, including any Shares that are subject to an Award that expires or is terminated for any reason, or any Shares that are not used because the Award is settled in cash, shall automatically become available for use under the Plan. Notwithstanding the foregoing, any Shares used for full or partial payment of the purchase price of the Shares with respect to which an Option is exercised, and any Shares retained by the Company pursuant to Section 16.2 will still be considered as having been granted for purposes of determining whether the Share limitation provided for in Section 4.1 has been reached.
4.3		Adjustments in Authorized Shares . If, without the receipt of consideration therefore by the Company, the Company shall at any time increase or decrease the number of its outstanding Shares or change in any way the rights and privileges of such Shares such as, but not limited to, the payment of a share dividend or any other distribution upon such Shares payable in Shares, or through a share split, subdivision, consolidation, combination, reclassification or recapitalization involving the Shares, such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then in relation to the Shares that are affected by one or more of the above events, the numbers, rights and privileges of (i) the Shares as to which Awards may be granted under the Plan, (ii) the exercise or purchase price of each outstanding Award, and (iii) the Shares then included in each outstanding Award granted hereunder, shall be increased, decreased or changed in like manner, as if the Shares underlying the Award had been issued and outstanding, fully paid and non assessable at the time of such occurrence. The manner in which Awards are adjusted pursuant to this Section 4.3 is to be determined by the Board or the Committee; provided that all adjustments must be determined by the Board or Committee in good faith, and must be effectuated so as to preserve the value that any Participant has in outstanding Awards as of the time of the event giving rise to any potential dilution or enlargement of rights.
4.4		General Adjustment Rules .

	(a)		If any adjustment or substitution provided for in this Section 4 shall result in the creation of a fractional Share under any Award, such fractional Share shall be rounded to the nearest whole Share and fractional Shares shall not be issued.
	(b)		In the case of any such substitution or adjustment affecting an Option or a SAR (including a Nonqualified Share Option) such substitution or adjustments shall be made in a manner that is in accordance with the substitution and assumption rules

set forth in Treasury Regulations 1.424-1 and the applicable guidance relating to Code section 409A.

SECTION 5
PARTICIPATION

5.1		Basis of Grant . Participants in the Plan shall be those Service Providers, who, in the judgment of the Committee, have performed, are performing, or during the term of their incentive arrangement will perform, important services in the management, operation and development of the Company, and significantly contribute, or are expected to significantly contribute, to the achievement of long-term corporate economic objectives.
5.2		Types of Grants; Limits . Participants may be granted from time to time one or more Awards; provided, however, that the grant of each such Award shall be separately approved by the Committee or its designee, and receipt of one such Award shall not result in the automatic receipt of any other Award. Written notice shall be given to such Person, specifying the terms, conditions, right and duties related to such Award. Under no circumstance shall Incentive Share Options be granted to (i) non-employee trustees, or (ii) any person not permitted to receive Incentive Share Options under the Code.
5.3		Award Agreements . Each Participant shall enter into an Award Agreement(s) with the Company, in such form as the Committee shall determine and which is consistent with the provisions of the Plan, specifying such terms, conditions, rights and duties. Unless otherwise explicitly stated in the Award Agreement, Awards shall be deemed to be granted as of the date specified in the grant resolution of the Committee, which date shall be the date of any related agreement(s) with the Participant. Unless provided for in a particular Award Agreement that the terms of the Plan are being superseded, in the event of any inconsistency between the provisions of the Plan and any such Award Agreement(s) entered into hereunder, the provisions of the Plan shall govern.
5.4		Restrictive Covenants . The Committee may, in its sole and absolute discretion, place certain restrictive covenants in an Award Agreement requiring the Participant to agree to refrain from certain actions. Such Restrictive Covenants, if contained in the Award Agreement, will be binding on the Participant.
5.5		Maximum Annual Award . The maximum number of Shares with respect to which an Award or Awards may be granted to any Participant in any one taxable year of the Company (the “Maximum Annual Participant Award”) shall not exceed Seven Hundred Fifty Thousand (750,000) Shares (subject to adjustment pursuant to Sections 4.3 and 4.4). If an Option is in tandem with a SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Share, the tandem Option and SAR rights with respect to each Share shall be counted as covering but one Share for purposes of the Maximum Annual Participant Award.

5.6

Additional Limits . After April 13, 2009, awards of restricted shares, restricted share units, bonus shares, performance shares, deferred shares and performance units settled in shares available for issuance under the Plan will be capped at 425,000 shares.

SECTION 6
SHARE OPTIONS

6.1		Grant of Options . A Participant may be granted one or more Options. The Committee in its sole discretion shall designate whether an Option is an Incentive Share Option or a Nonqualified Share Option. The Committee may grant both an Incentive Share Option and a Nonqualified Share Option to the same Participant at the same time or at different times. Incentive Share Options and Nonqualified Share Options, whether granted at the same or different times, shall be deemed to have been awarded in separate grants, shall be clearly identified, and in no event shall the exercise of one Option affect the right to exercise any other Option or affect the number of Shares for which any other Option may be exercised.
6.2		Option Agreements . Each Option granted under the Plan shall be evidenced by a written Option Award Agreement which shall be entered into by the Company and the Participant to whom the Option is granted (the “Optionee”), and which shall contain, or be subject to, the following terms and conditions, as well as such other terms and conditions not inconsistent therewith, as the Committee may consider appropriate in each case.

	(a)		Number of Shares . Each Option Award Agreement shall state that it covers a specified number of Shares, as determined by the Committee. To the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Share Options are exercisable for the first time by any Optionee during any calendar year exceeds $100,000 or, if different, the maximum limitation in effect at the time of grant under section 422(d) of the Code, such Options in excess of such limit shall be treated as Nonqualified Share Options. The foregoing shall be applied by taking Options into account in the order in which they were granted. For the purposes of the foregoing, the Fair Market Value of any Share shall be determined as of the time the Option with respect to such Share is granted. In the event the foregoing results in a portion of an Option designated as an Incentive Share Option exceeding the $100,000 limitation, only such excess shall be treated as a Nonqualified Share Option.
	(b)		Price . Each Option Award Agreement shall state the Option Exercise Price at which each Share covered by an Option may be purchased. Such Option Exercise Price shall be determined in each case by the Committee, but in no event shall the Option Exercise Price for each Share covered by an Option be less than the Fair Market Value of the Share on the Option’s Grant Date, as determined by the Committee; provided, however, that the Option Exercise Price for each Share covered by an Incentive Share Option granted to an Eligible Employee who then owns Shares possessing more than 10% of the total combined voting power of all classes of Shares of the Company or any parent or Subsidiary corporation of the

			Company must be at least 110% of the Fair Market Value of the Share subject to the Incentive Share Option on the Option’s Grant Date.
	(c)		Duration of Options . Each Option Award Agreement shall state the period of time, determined by the Committee, within which the Option may be exercised by the Holder (the “Option Period”). The Option Period must expire, in all cases, not more than ten years from the Option’s Grant Date; provided, however, that the Option Period of an Incentive Share Option granted to an Eligible Employee who then owns Shares possessing more than 10% of the total combined voting power of all classes of Shares of the Company must expire not more than five years from the Option’s Grant Date. Each Option Award Agreement shall also state the periods of time, if any, as determined by the Committee, when incremental portions of each Option shall become exercisable. If any Option or portion thereof is not exercised during its Option Period, such unexercised portion shall be deemed to have been forfeited and have no further force or effect.
	(d)		Termination of Service, Death, Disability, etc . Each Option Agreement shall state the period of time, if any, determined by the Committee, within which the Vested Option may be exercised after an Optionee ceases to be a Service Provider on account of the Participant’s death, Disability, voluntary resignation, retirement, cessation as a trustee, or the Company having terminated such Optionee’s employment with or without Cause. A termination of service shall not occur if the Employee is on military leave, sick leave or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, as long as the Employee’s right to reemployment with the Company or an Affiliate is provided either by statute or by contract. A Participant’s cessation as an Employee but continuation as a trustee of the Company will not constitute a termination of service under the Plan. Unless an Option Agreement provides otherwise, a Participant’s change in status between serving as an employee and/or trustee will not be considered a termination of the Participant serving as a Service Provider for purposes of any Option expiration period under the Plan.
	(e)		Transferability . Except as otherwise determined by the Committee, Options shall not be transferable by the Optionee except by will or pursuant to the laws of descent and distribution. Each Vested Option shall be exercisable during the Optionee’s lifetime only by him or her, or in the event of Disability or incapacity, by his or her guardian or legal representative. Shares issuable pursuant to any Option shall be delivered only to or for the account of the Optionee, or in the event of Disability or incapacity, to his or her guardian or legal representative.
	(f)		Exercise, Payments, etc .

(i)

Unless otherwise provided in the Option Award Agreement, each Vested Option may be exercised by delivery to the Corporate Secretary of the Company a written notice specifying the number of Shares with respect to which such Option is exercised and payment of the Option Exercise Price.

			Such notice shall be in a form satisfactory to the Committee or its designee and shall specify the particular Vested Option that is being exercised and the number of Shares with respect to which the Vested Option is being exercised. The exercise of the Vested Option shall be deemed effective upon receipt of such notice by the Corporate Secretary and payment to the Company. The purchase of such Shares shall take place at the principal offices of the Company upon delivery of such notice, at which time the purchase price of the Shares shall be paid in full by any of the methods or any combination of the methods set forth in clause (ii) below.
	(ii)		The Option Exercise Price may be paid by any of the following methods:

	A.		Cash or certified bank check;
	B.		By delivery to the Company Shares then owned by the Holder, the Fair Market Value of which equals the purchase price of the Shares purchased pursuant to the Vested Option, properly endorsed for transfer to the Company; provided, however, that Shares used for this purpose must have been held by the Holder for such minimum period of time as may be established from time to time by the Committee; and provided further that the Fair Market Value of any Shares delivered in payment of the purchase price upon exercise of the Options shall be the Fair Market Value as of the exercise date, which shall be the date of delivery of the Shares used as payment of the Option Exercise Price;
			In lieu of actually surrendering to the Company the Shares then owned by the Holder, the Committee may, in its discretion permit the Holder to submit to the Company a statement affirming ownership by the Holder of such number of Shares and request that such Shares, although not actually surrendered, be deemed to have been surrendered by the Holder as payment of the exercise price;
	C.		For any Holder other than an Executive Officer or except as otherwise prohibited by the Committee, by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board; or
	D.		To the extent the Option Award Agreement so provides, payment of the Option Exercise Price for shares purchased pursuant to exercise of an Option may be made in any other form that is consistent with applicable laws, regulations and rules or any combination of the consideration provided in the foregoing subsections (A), (B), and (C).

(iii)

The Company may not guarantee a third-party loan obtained by a Holder to pay any portion of the entire Option Exercise Price of the Shares.

	(g)		Date of Grant . Unless otherwise specifically specified in the Option Award Agreement, an option shall be considered as having been granted on the date specified in the grant resolution of the Committee.
	(h)		Withholding .

	(A)		Nonqualified Share Options . Upon any exercise of a Nonqualified Share Option, the Optionee shall make appropriate arrangements with the Company to provide for the minimum amount of additional withholding required by applicable federal and state income tax and payroll laws, including payment of such taxes through delivery of Shares or by withholding Shares to be issued under the Option, as provided in Section 16 hereof.
	(B)		Incentive Share Options . In the event that an Optionee makes a disposition (as defined in Code section 424(c)) of any Shares acquired pursuant to the exercise of an Incentive Share Option prior to the later of (i) the expiration of two years from the date on which the Incentive Share Option was granted or (ii) the expiration of one year from the date on which the Option was exercised, the Participant shall send written notice to the Company at its principal office (Attention: Corporate Secretary) of the date of such disposition, the number of shares disposed of, the amount of proceeds received from such disposition, and any other information relating to such disposition as the Company may reasonably request. The Optionee shall, in the event of such a disposition, make appropriate arrangements with the Company to provide for the amount of additional withholding, if any, required by applicable Federal and state income tax laws.

(i)

Adjustment of Options . Subject to the limitations set forth below and those contained in Sections 4, 6 and 15, the Committee may make any adjustment in the Option Exercise Price, the number of Shares subject to, or the terms of, an outstanding Option and a subsequent granting of an Option by amendment or by substitution of an outstanding Option. Such amendment, substitution, or re-grant may result in terms and conditions (including Option Exercise Price, number of Shares covered, vesting schedule or exercise period) that differ from the terms and conditions of the original Option. The Committee may not, however, adversely affect the rights of any Optionee to previously granted Options without the consent of such Optionee. If such action is affected by the amendment, the effective date of such amendment shall be the date of the original grant. Any adjustment, modification, extension or renewal of an Option shall be effected such that the Option is either exempt from, or is compliant with, Code section 409A.

(j)

No Option Repricing Without Shareholder Approval . In no event may the Committee grant Options in replacement of Options previously granted under this Plan or any other compensation plan of the Company, or may the Committee amend outstanding Options (including amendments to adjust an Option price) unless such replacement or adjustment (i) is subject to and approved by the Company’s shareholders or (ii) would not be deemed to be a repricing under the rules of the New York Stock Exchange.

6.3

Shareholder Privileges . No Holder shall have any rights as a shareholder with respect to any Shares covered by an Option until the Holder becomes the holder of record of such Shares, and no adjustments shall be made for dividends or other distributions or other rights as to which there is a record date preceding the date such Holder becomes the holder of record of such Shares, except as provided in Section 4.

SECTION 7
SHARE APPRECIATION RIGHTS

7.1

Grant of SARs . Subject to the terms and conditions of this Plan, a SAR may be granted to a Participant at any time and from time to time as shall be determined by the Committee in its sole discretion. The Committee may grant Freestanding SARs or Tandem SARs, or any combination thereof.

	(a)		Number of Shares . The Committee shall have complete discretion to determine the number of SARs granted to any Participant, subject to the limitations imposed in this Plan and by applicable law.
	(b)		Exercise Price and Other Terms . All SARs shall be granted with an exercise price no less than the Fair Market Value of the underlying Shares on the SARs’ Date of Grant. The Committee, subject to the provisions of this Plan, shall have complete discretion to determine the terms and conditions of SARs granted under this Plan. The exercise price per Share of Tandem SARs shall equal the exercise price per Share of the related Option.

7.2

SAR Award Agreement . Each SAR granted under the Plan shall be evidenced by a written SAR Award Agreement which shall be entered into by the Company and the Participant to whom the SAR is granted (the “SAR Holder”), and which shall specify the exercise price per share, the terms of the SAR, the conditions of exercise, and such other terms and conditions as the Committee in its sole discretion shall determine.

7.3

Exercise of Tandem SARs . Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable. With respect to a Tandem SAR granted in connection with an Incentive Share Option: (a) the Tandem SAR shall expire no later than the expiration of the underlying Incentive Share Option; (b) the value of the payout with respect to the Tandem SAR shall be for no more than one hundred percent (100%) of the difference between the Exercise Price per Share of the underlying

		Incentive Share Option and the Fair Market Value per Share of the Shares subject to the underlying Incentive Share Option at the time the Tandem SAR is exercised; and (c) the Tandem SAR shall be exercisable only when the Fair Market Value per Share of the Shares subject to the Incentive Share Option exceeds the per share Option Price per Share of the Incentive Share Option.
7.4		Exercise of Freestanding SARs . Freestanding SARs shall be exercisable on such terms and conditions as the Committee in its sole discretion shall determine; provided, however, that no Freestanding SAR granted to a Section 16 Person shall be exercisable until at least six (6) months after the Date of Grant or such shorter period as may be permissible while maintaining compliance with Rule 16b-3.

7.5

Expiration of SARs . Each SAR Award Agreement shall state the period of time, if any, determined by the Committee, within which the SAR may be exercised after a SAR Holder ceases to be a Service Provider on account of the Participant’s death, Disability, voluntary resignation, cessation as a trustee, or the Company having terminated such SAR Holder’s employment with or without Cause. All Tandem SARs and Freestanding SARs must expire, in all cases, not more than ten years from the date of grant. Unless otherwise specifically provided for in the SAR Award agreement, a Tandem SAR granted under this Plan shall be exercisable at such time or times and only to the extent that the related Option is exercisable. The Tandem SAR shall terminate and no longer be exercisable upon the termination or exercise of the related Options, except that Tandem SARs granted with respect to less than the full number of shares covered by a related Option shall not be reduced until the exercise or termination of the related Option exceeds the number of Shares not covered by the SARs.

7.6

Payment of SAR Amount . Upon exercise of a SAR, a Holder shall be entitled to receive payment from the Company in an amount determined by multiplying (i) the positive difference between the Fair Market Value of a Share on the date of exercise over the exercise price per Share by (ii) the number of Shares with respect to which the SAR is exercised. The payment upon a SAR exercise may be in whole Shares of equivalent value, cash, or a combination of whole Shares and cash. Fractional Shares shall be rounded down to the nearest whole Share.

SECTION 8
AWARDS OF RESTRICTED SHARE AND RESTRICTED SHARE UNITS

8.1

Restricted Share Awards Granted by Committee . Coincident with or following designation for participation in the Plan and subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Restricted Shares to any Service Provider in such amounts as the Committee shall determine.

8.2

Restricted Share Unit Awards Granted by Committee . Coincident with or following designation for participation in the Plan and subject to the terms and provisions of the Plan, the Committee may grant a Service Provider Restricted Share Units in connection with or separate from a grant of Restricted Shares. Upon the vesting of Restricted Share

		Units, the Holder shall be entitled to receive the full value of the Restricted Share Units payable in either Shares or cash.
8.3		Restrictions . A Holder’s right to retain Restricted Shares or be paid with respect to Restricted Share Units shall be subject to such restrictions, including him or her continuing to perform as a Service Provider for a restriction period specified by the Committee, or the attainment of specified performance goals and objectives, as may be established by the Committee with respect to such Award. The Committee may in its sole discretion require different periods of service or different performance goals and objectives with respect to (i) different Holders, (ii) different Restricted Shares or Restricted Share Unit Awards, or (iii) separate, designated portions of the Shares constituting a Restricted Share Award. Any grant of Restricted Shares or Restricted Share Units shall contain terms such that the Award is either exempt from Code section 409A or complies with such section.

8.4

Privileges of a Shareholder, Transferability . Unless otherwise provided in the Award Agreement, a Participant shall have all voting, dividend, liquidation and other rights with respect to Restricted Shares. The Committee may provide that any dividends paid on Restricted Shares prior to such Shares becoming vested shall be held in escrow by the Company and subject to the same restrictions on transferability and forfeitability as the underlying Restricted Shares. Any voting, dividend, liquidation or other rights shall accrue to the benefit of a Holder only with respect to Restricted Shares held by, or for the benefit of, the Holder on the record date of any such dividend or voting date. A Participant’s right to sell, encumber or otherwise transfer such Restricted Shares shall, in addition to the restrictions otherwise provided for in the Award Agreement, be subject to the limitations of Section 12.2 hereof. The Committee may determine that a Holder of Restricted Shares Units is entitled to receive dividend equivalent payments on such units. If the Committee determines that Restricted Shares Units shall receive dividend equivalent payments, such feature will be specified in the applicable Award Agreement. Restricted Shares Units shall not have any voting rights.

8.5

Enforcement of Restrictions . The Committee may in its sole discretion require one or more of the following methods of enforcing the restrictions referred to in Section 8.2 and 8.3:

	(a)		Holding the Restricted Shares in book entry form in the name of the Participant until the applicable Vesting Date(s), at which time such Shares will be delivered to the Participant;
	(b)		Registering the Restricted Shares in the name of the Participant and having the Participant deposit such Restricted Shares, together with a share power endorsed in blank, with the Company;
	(c)		Placing a legend on the Share certificates, as applicable, referring to restrictions;

	(d)		Requiring that the Share certificates, duly endorsed, be held in the custody of a third party nominee selected by the Company who will hold such Restricted Shares on behalf of the Holder while the restrictions remain in effect; or
	(e)		Inserting a provision into the Restricted Shares Award Agreement prohibiting assignment of such Award Agreement until the terms and conditions or restrictions contained therein have been satisfied or released, as applicable.

8.6

Termination of Service, Death, Disability, etc . Except as otherwise provided in an Award Agreement or other agreement approved by the Committee to which any Participant is a party, in the event of the death or Disability of a Participant, all service period and other restrictions applicable to Restricted Shares Awards then held by him or her shall lapse, and such Awards shall become fully nonforfeitable. Subject to Section 11, in the event a Participant ceases to be a Service Provider for any other reason, any Restricted Shares Awards as to which the service period or other vesting conditions for have not been satisfied shall be forfeited.

SECTION 9
PERFORMANCE SHARES, PERFORMANCE UNITS, BONUS SHARES AND DEFERRED SHARES

9.1

Awards Granted by Committee . Coincident with or following designation for participation in the Plan, a Participant may be granted Performance Shares or Performance Units.

9.2

Terms of Performance Shares or Performance Units . The Committee shall establish maximum and minimum performance targets to be achieved during the applicable Performance Period. Each grant of a Performance Share or Performance Unit Award shall be subject to additional terms and conditions not inconsistent with the provisions of the Plan. The Committee shall determine what, if any, payment is due with respect to an Award and whether such payment shall be made in cash, Shares or some combination.

9.3

Bonus Shares . Subject to the terms of the Plan, the Committee may grant Bonus Shares to any Participant, in such amount and upon such terms and at any time and from time to time as shall be determined by the Committee.

9.4

Deferred Shares . Subject to the terms and provisions of the Plan, Deferred Shares may be granted to any Participant in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. The Committee may impose such conditions or restrictions on any Deferred Shares as it may deem advisable, including time-vesting restrictions and deferred payment features. The Committee may cause the Company to establish a grantor trust to hold Shares subject to Deferred Share Awards. Without limiting the generality of the foregoing, the Committee may grant to any Participant, or permit any Participant to elect to receive, Deferred Shares in lieu of or in substitution for any other compensation (whether payable currently or on a deferred basis, and whether payable under this Plan or otherwise) which such Participant may be

eligible to receive from the Company or a Subsidiary. Any grant of Deferred Shares shall comply with Section 409A of the Code.

	(g)		Growth or rate of growth in cash flow (either in the aggregate or on a per-Share basis);
	(h)		Free cash flow (either in the aggregate or on a per-Share basis);
	(i)		Reductions in expense levels, determined either on a Company-wide basis or in respect of any one or more business units;
	(j)		Operating cost management and employee productivity;
	(k)		Return measures (including on assets, equity or invested capital, whether at the shareholder level , a subsidiary level or an operating unit or division level);
	(l)		Growth or rate of growth in return measures (including return on assets, equity or invested capital);
	(m)		Share price (including attainment of a specified per-Share price during the Performance Period; growth measures and total shareholder return or attainment by the Shares of a specified price for a specified period of time);
	(n)		Strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, cost targets, and goals relating to acquisitions or divestitures;
	(o)		EBITDA measures; and/or
	(p)		Achievement of business or operational goals such as market share and/or business development;

provided that applicable performance goals may be applied on a pre- or post-tax basis; and provided further that the Committee may, when the applicable performance goals are established, provide that the formula for such goals may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. In addition to the foregoing performance goals, the performance goals shall also include any performance goals which are set forth in a Company bonus or incentive plan, if any, which has been approved by the Company’s shareholders, which are incorporated herein by reference. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Code section 162(m).

Any such determinations by the Committee may be made generally with respect to all Participants, or may be made on a case-by-case basis with respect to particular Participants. Notwithstanding the foregoing, any transaction undertaken for the purpose of reincorporating the Company under the laws of another jurisdiction, if such transaction does not materially affect the beneficial ownership of the Company’s Shares, such transaction shall not constitute a merger, consolidation, major acquisition of property for stock, separation, reorganization, liquidation, or Change in Control.

the related person or entity as the Award recipient. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration). Notwithstanding the foregoing, Incentive Share Options shall only be transferable to the extent permitted in Section 422 of the Code, or such successor provision thereto, and the treasury regulations thereunder.

SECTION 14
OTHER EMPLOYEE BENEFITS

The amount of any compensation deemed to be received by a Participant as a result of the exercise of an Option or the grant, payment or vesting of any other Award shall not constitute “earnings” with respect to which any other benefits of such Participant are determined, including benefits under (a) any pension, profit sharing, life insurance or salary continuation plan or other employee benefit plan of the Company or (b) any agreement between the Company and the Participant, except as such plan or agreement shall otherwise expressly provide.

required to be withheld under federal, state or local law or such lesser amount as may be elected by the Holder. The Committee may require that any shares transferred to the Company have been held or owned by the Participant for a minimum period of time. All elections shall be subject to the approval or disapproval of the Committee. The value of Shares to be withheld shall be based on the Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be determined (the “Tax Date”), as determined by the Committee. Any such elections by Holder to have Shares withheld for this purpose will be subject to the following restrictions:

	(a)		All elections must be made prior to the Tax Date;
	(b)		All elections shall be irrevocable; and
	(c)		If the Participant is an officer or director of the Company within the meaning of Section 16 of the 1934 Act (“Section 16”), the Participant must satisfy the requirements of such Section 16 and any applicable rules thereunder with respect to the use of Shares to satisfy such tax withholding obligation.

SUBJECT TO THE SHAREHOLDER APPROVAL REQUIREMENT NOTED BELOW, THIS ENTERTAINMENT PROPERTIES TRUST 2007 EQUITY INCENTIVE PLAN HEREBY IS ADOPTED BY THE BOARD OF TRUSTEES OF ENTERTAINMENT PROPERTIES TRUST THIS 13TH DAY OF APRIL, 2009.

THE PLAN SHALL BECOME EFFECTIVE ONLY IF APPROVED BY THE SHAREHOLDERS OF THE COMPANY AND THE EFFECTIVE DATE OF THE PLAN SHALL BE SUCH DATE OF SHAREHOLDER APPROVAL.

Exhibit 10.3

ENTERTAINMENT PROPERTIES TRUST
2007 EQUITY INCENTIVE PLAN

Restricted Share Unit Agreement

Date of Grant:		, 2009
Number of Restricted Share Units Granted:		(                      )

               This Agreement dated                      , 2009, is made by and between Entertainment Properties Trust, a Maryland real estate investment trust (the “Company”), and                                           (“Participant”).

RECITALS:

               A. Effective May 9, 2007, the Company’s shareholders approved the Entertainment Properties Trust 2007 Equity Incentive Plan (the “Plan”) pursuant to which the Company may, from time to time, grant Restricted Share Units to eligible non-Employee trustees of the Company.

               B. Participant is a non-Employee trustee of the Company and the Company desires to encourage him to own equity in the Company and to give him added incentive to advance the interests of the Company, and desires to grant Participant Restricted Share Units of the Company under the terms and conditions established by the Committee.

AGREEMENT:

               In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

               1.  Incorporation of Plan . All provisions of this Agreement and the rights of Participant hereunder are subject in all respects to the provisions of the Plan and the powers of the Committee therein provided. Capitalized terms used in this Agreement but not defined shall have the meaning set forth in the Plan.

               2.  Grant of RSUs . Subject to the conditions and restrictions set forth in this Agreement and in the Plan, the Company hereby grants and awards to Participant and credits to a separate account maintained on the books of the Company (the “Account”) that number of RSUs identified above opposite the heading “Number of Restricted Share Units Granted” (the “RSUs”). On any date, the value of each RSU shall be equal to the Fair Market Value of a common share of beneficial ownership of the Company (a “Share”). All amounts credited to Participant’s Account under this Agreement shall continue for all purposes to be a part of the general assets of the Company. Participant’s interest in the Account shall make Participant only a general, unsecured creditor of the Company. The rights of Participant with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested (the “Vesting Date,” as defined below).

               3.  Vesting Date . Subject to any exceptions set forth in this Agreement or in the Plan, the Vesting Date for the RSUs shall be the earlier of (a) the close of business on the day preceding the first

annual meeting of shareholders after the Date of Grant, or (b) a Change of Control. Vesting of the RSUs shall be subject to acceleration as provided in the Plan.

               4.  Cancellation of RSUs . Unless otherwise provided below, if Participant ceases to be a Service Provider (a “Termination of Service”) of the Company prior to the Vesting Date, Participant shall thereupon immediately forfeit any and all unvested RSUs, and the full ownership of such RSUs shall thereupon revert to the Company. Upon such forfeiture, Participant shall have no further rights under this Agreement.

               5.  Settlement of Vested RSUs . Upon vesting of the RSUs, the Participant (or such other person entitled to receive payment pursuant to this Agreement and the Plan) shall become entitled to receive from the Company a number of Shares equal to the aggregate number of vested RSUs credited to Participant’s Account as of such date, payable at the times set forth in Annex A hereto. The Committee, in its sole discretion, may pay Participant an amount of cash equal to the Fair Market Value of the vested RSUs in lieu of issuing Shares or may pay Participant any combination of cash and Shares.

               6.  Dividends Rights . The Participant shall receive dividend rights in respect of any vested and unvested RSUs covered by this Agreement payable at the time of any payment of dividends to stockholders on Shares. The amount of any such dividend right shall equal the amount that would be payable to the Participant as a shareholder in respect of a number of Shares equal to the number of RSUs then credited to Participant’s Account hereunder.

               7.  Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

               8.  Amendment . This Agreement may be amended only by a writing executed by the parties hereto which specifically states that it is amending this Agreement.

               9.  Governing Law . The laws of the State of Maryland will govern the interpretation, validity and performance of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

               10.  Binding Effect . Except as expressly stated herein to the contrary, this Agreement will be binding upon and inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.

This Agreement has been executed and delivered by the parties hereto.
The Company:								Participant:
Entertainment Properties Trust
By:
		Name:
		Title:						Address of Participant:

ANNEX A

Payment Schedule

          Subject to vesting as provided in Section 3 thereof, payment pursuant to Section 5 of this Restricted Share Unit Agreement and the Plan) shall become entitled to receive from the Company a number of Shares equal to the aggregate number of vested RSUs credited to Participant’s Account as indicated below (please check the desired option):

o		100% of the Shares payable upon Termination of Service.
o		Shares payable as follows:
		(a) 33% of the Shares on the first anniversary of the Date of Grant,
		(b) 33% of the Shares on the second anniversary of the Date of Grant, and
		(c) 34% of the Shares, constituting the balance of Shares, on the third anniversary of the Date of Grant.
o		Payable as follows:

		Participant: