UNDER THE BOSTON PROPERTIES, INC.

1997 STOCK OPTION AND INCENTIVE PLAN

Name of Grantee:             

No. of LTIP Units:             

Purchase Price per Unit: $.25 per unit

Grant Date:                          , 200_

Final Acceptance Date:                          , 200_

Pursuant to the Boston Properties, Inc. 1997 Stock Option and Incentive Plan (the ?Plan?) as amended through the date hereof and the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership, dated as of June 29, 1998, as amended through the date hereof (the ?Partnership Agreement?), of Boston Properties Limited Partnership, a Delaware limited partnership (the ?Partnership?), Boston Properties, Inc., a Delaware corporation and the general partner of the Partnership (the ?Company?) hereby grants to the Grantee named above an Other Stock-Based Award (an ?Award?) in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Second Amended and Restated Agreement of Limited Partnership (the ?Partnership Agreement?) of the Partnership, as amended) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the Forty-Seventh Amendment to the Partnership Agreement, such Partnership Interest to be expressed as a number of Partnership Units (as defined in the Partnership Agreement) which shall be referred to as Long Term Incentive Units (?LTIP Units?). Upon acceptance of this Long Term Incentive Plan (LTIP) Unit Vesting Agreement (this ?Agreement?), the Grantee shall receive the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, in the Plan and in the Partnership Agreement.

1.    Acceptance of Agreement. The Grantee shall have no rights with respect to this Agreement unless he or she shall have accepted this Agreement prior to the close of business on the Final Acceptance Date specified above by (i) making a contribution to the capital of the Partnership by certified or bank check or other instrument acceptable to the Administrator (as defined in Section 2 of the Plan), of the Purchase Price per Unit specified above, times the number of LTIP Units to be issued to the Grantee as part of this Award, (ii) signing and delivering to the Partnership a copy of this Agreement and (iii) unless the Grantee is already a Limited Partner (as defined in the Partnership Agreement), signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the Partnership Agreement (attached hereto as Annex A). The Purchase Price per Unit paid by the Grantee shall be deemed a contribution to the capital of the Partnership upon the terms and conditions set forth herein and in the Partnership Agreement. Upon acceptance of this Agreement by the Grantee, the Partnership Agreement shall be amended to reflect the issuance to the Grantee of the LTIP Units so accepted

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