ENTERTAINMENT PROPERTIES TRUST
1997 SHARE INCENTIVE PLAN
RESTRICTED SHARES AWARD AGREEMENT
Date of Grant :___
Number of Restricted Shares Granted: ___
This Restricted Shares Award Agreement (this “Agreement”) dated ___, 20___, is made by and between
Entertainment Properties Trust, a Maryland real estate investment trust (the “Company”), and ___(“Participant”).
A. The Company has adopted the 1997 Share Incentive Plan (the “Plan”) under which the Company may
grant employees and non-employee trustees of the Company certain equity-based awards.
B. Participant is an employee or non-employee trustee of the Company or one of its Subsidiaries and the
Company desires to encourage Participant to own Shares and to give Participant added incentive to advance the
interests of the Company, and desires to grant Participant Restricted Shares of the Company under the terms and
conditions established by the Board.
C. On the Date of Grant, set forth above, the Committee approved the grant of restricted Common Shares
of the Company (the “Restricted Shares”) to Participant in the amount, and subject to the terms and conditions,
set forth herein.
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 Board and 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 Restricted Shares . Subject to the conditions and restrictions set forth in this Agreement and
in the Plan, the Company hereby grants to Participant that number of Restricted
Shares identified above opposite the heading “Number