STOCK OPTIONS (NON-QUALIFIED AND INCENTIVE)
To Purchase Common Shares of
ENTERTAINMENT PROPERTIES TRUST
Issued Pursuant to the Entertainment Properties Trust
1997 Share Incentive Plan (the “Plan”)
THIS CERTIFIES THAT ON ______(the “Grant Date”), ___(the “Holder”) was granted an option
(“Option”) to purchase at the price __DOCTEXT__nbsp; per share (price determined as of closing on _________) all or any part of
_________(the “Option Shares”) common shares of beneficial interest, $0.01 par value per share (“Common
Shares”), of ENTERTAINMENT PROPERTIES TRUST, a Maryland real estate investment trust (the
“Company”), upon and subject to the terms of the Plan and following terms and conditions:
This Option shall expire on the close of business on the tenth anniversary of the date hereof (the “Expiration
This Option shall be exercisable as described on Exhibit A attached hereto.
Notwithstanding the foregoing, all or any part of the Option that remains unexercised shall vest and become
immediately exercisable upon a Change in Control while Holder is serving as an employee of the Company.
This Option and all rights granted hereunder are non-transferable and non-assignable, and this Option shall be
exercisable only by Holder except that, in case of Holder’s death, the representative of his or her estate or his or
her heirs, as the case may be, shall be permitted to exercise this Option, to the extent permitted by the terms of
the Plan and this Option Certificate.
This Option may be exercised by delivery of written notice signed by Holder, together with this Option
Certificate and the purchase price for the Option Shares purchased on exercise of this Option. This Option may
not be exercised at any time when the Option, or the exercise thereof, may result in the violation of any law or
governmental order or regulation.
Payment for the Common Shares purchased on exercise of this