Exhibit 10.2


 


GOVERNMENT PROPERTIES INCOME TRUST


 


RESTRICTED SHARE AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of September 16,
2009 between              (the “Employee”) and Government Properties
Income Trust (the “Company”).


 


In
consideration of the mutual promises and covenants contained in this Agreement,
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                                       Grant of Shares. 
The Company hereby grants to the Employee, effective as of the date of
this Agreement, «GOV» shares of its
common shares.  The shares so granted are
hereinafter referred to as the “Shares,” which term shall also include any
shares of the Company issued to the Employee by virtue of his or her ownership
of the Shares, by share dividend, share split, recapitalization or otherwise.


 


2.                                       Vesting; Repurchase of Shares.


 


(a)                                  The Shares shall vest one-fifth as of the
date hereof, a further one-fifth on the September 16 of the year first
following the date of this Agreement, a further one-fifth on the September 16
of the second year following the date of this Agreement, a further one-fifth on
the September 16 of the third year following the date of this Agreement
and the final one-fifth on the September 16 of the fourth year following
the date of this Agreement.  Any Shares
not vested as of any date are herein referred to as “Unvested Shares.”


 


(b)                                 In the event the Employee
ceases to render significant services, whether as an employee or otherwise, to (i) the
Company, (ii) the entity which is the advisor, manager or shared
services provider to the Company or an entity controlled by, under common
control with or controlling such entity (collectively, the “Manager”), or (iii) an
affiliate of the Company (which shall be deemed for such purpose to include any
other entity to which the Manager is the advisor, manager or shared
services provider), the
Company shall have the right and option to purchase from the Employee, for an
amount equal to $.01 per share (as adjusted for any share split or combination,
share dividend, recapitalization or similar event) all or any portion of the
Unvested Shares as of the date the Employee ceases to render such
services.  The Company may exercise such
purchase option by delivering or mailing to the Employee (or his estate), at
any time after the Employee has ceased to render such services, a written
notice of exercise of such option.  Such
notice shall specify the number of Unvested Shares to be purchased.  The price to be paid for the Unvested Shares
to be repurchased may be payable, at the option of the Company, by wire
transfer of immediately available funds or in cash (by check) or any other
reasonable method.


 

















 


3.                                       Legends.  Each
certificate or share statement relating to the Shares shall prominently bear
legends in substantially the following terms:


 


“GOVERNMENT
PROPERTIES INCOME TRUST IS A MARYLAND REAL ESTATE INVESTMENT COMPANY (THE “COMPANY”).  THE SHARES COVERED BY THIS CERTIFICATE ARE
ISSUED AND SHALL BE HELD SUBJECT TO ALL OF THE PROVISIONS OF THE AMENDED AND
RESTATED DECLARATION OF TRUST OF THE COMPANY, AS AMENDED FROM TIME TO TIME (THE
“DECLARATION OF TRUST”) AND THE AMENDED AND RESTATED BYLAWS ADOPTED BY THE
COMPANY, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”).  THE HOLDER OF THE SHARES COVERED BY THIS
CERTIFICATE AND EVERY TRANSFEREE OR ASSIGNEE THEREOF BY ACCEPTING OR HOLDING
THE SAME AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE DECLARATION OF
TRUST AND BYLAWS.


 


PURSUANT
AND SUBJECT TO THE TERMS OF THE DECLARATION OF TRUST, THE COMPANY HAS THE
AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES. THE
COMPANY WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE COMPANY
TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE ADDITIONAL SHARES OF
ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF ANY
EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER INFORMATION
AS IS REQUIRED BY APPLICABLE LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON
REQUEST TO THE SECRETARY OF THE COMPANY.


 


THE SHARES EVIDENCED BY
THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH
ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OF TRUST OR IN THE
BYLAWS, INCLUDING PROVISIONS OF THE DECLARATION OF TRUST WHICH PROHIBIT THE
OWNERSHIP OF MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE COMPANY’S SHARES
OF BENEFICIAL INTEREST BY ANY PERSON OR GROUP. 
THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE
COMPANY’S SECURITIES IS NOT COMPLETE.  A
MORE COMPLETE DESCRIPTION OF THESE RESTRICTIONS AND OF VARIOUS RIGHTS AND
OBLIGATIONS OF SHAREHOLDERS APPEARS IN THE DECLARATION OF TRUST OR BYLAWS, AS
APPLICABLE, AND IN CERTAIN OTHER AGREEMENTS WHICH MAY FROM TIME TO TIME BE
ENTERED INTO BY THE COMPANY AFFECTING THE RIGHTS AND OBLIGATIONS OF
SHAREHOLDERS.  COPIES OF THE DECLARATION
OF TRUST, BYLAWS AND AGREEMENTS AFFECTING THE RIGHTS AND OBLIGATIONS OF
SHAREHOLDERS AS IN EFFECT FROM TIME TO TIME WILL BE SENT WITHOUT CHARGE TO ANY
SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE COMPANY.


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). 
SUCH SHARES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT OR AN
OPINION OF THE COMPANY’S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER THE
ACT.


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN INCENTIVE PLAN
MAINTAINED BY THE COMPANY.  THESE SHARES MAY BE
SUBJECT TO TRANSFER AND/OR VESTING RESTRICTIONS, AND UNVESTED SHARES ARE
SUBJECT TO REPURCHASE RIGHTS CONTAINED IN THE PLAN, THE RELATED GRANT OF SHARES
OR AN AGREEMENT BETWEEN THE COMPANY AND THE INITIAL HOLDER OF THESE
SHARES.  A COPY OF APPLICABLE
RESTRICTIONS AND 


 


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REPURCHASE
RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON
REQUEST TO THE SECRETARY OF THE COMPANY.”


 


4.                                       Tax Withholding 
To the extent required by law, the Company shall withhold or cause to be
withheld income and other taxes incurred by the Employee by reason of a grant
of Shares, and the Employee agrees that he or she shall upon request of the
Company pay to the Company an amount sufficient to satisfy its tax withholding
obligations from time to time (including as Shares become vested) as the
Company may request.


 


5.                                       Termination. 
This Agreement shall continue in full force and effect until the
earliest to occur of the following, at which time except as otherwise specified
below this Agreement shall terminate:  (a) the
date on which all repurchase rights referred to in Section 2 hereof have
terminated; or (b) except to the extent specified in such notice, upon
notice of termination by the Company to the Employee pursuant to action taken
by the Company’s Board of Trustees.


 


6.                                       Miscellaneous.


 


(a)                                  Amendments.  Neither this
Agreement nor any provision hereof may be changed or modified except by an
agreement in writing executed by the Employee and the Company.


 


(b)                                 Binding Effect of the Agreement. 
This Agreement shall inure to the benefit of, and be binding upon , the
Company, the Employee and their respective estates, heirs, executors,
transferees, successors, assigns and legal representatives.


 


(c)                                  Provisions Separable. 
In the event that any of the terms of this Agreement shall be or become
or is declared to be illegal or unenforceable by any court or other authority
of competent jurisdiction, such terms shall be null and void and shall be
deemed deleted from this Agreement, and all the remaining terms of this
Agreement shall remain in full force and effect.


 


(d)                                 Notices.  Any notice in
connection with this Agreement shall be deemed to have been properly delivered
if it is in writing and is delivered by hand or by facsimile or sent by
registered certified mail, postage prepaid, to the party addressed as follows,
unless another address has been substituted by notice so given:


 


	
  To
  the Employee:

  	
  To
  his address as set forth on the signature page hereof.

  
	
   

  	
   

  
	
  To
  the Company:

  	
  Government
  Properties Income Trust

  
	
   

  	
  400
  Centre Street

  
	
   

  	
  Newton,
  MA 02458

  
	
   

  	
  Attn:
  Secretary

  



 


(e)                                  Construction.  The headings and subheadings of this
Agreement have been inserted for convenience only, and shall not affect the
construction of the provisions 


 


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hereof.  All
references to sections of this Agreement shall be deemed to refer as well to
all subsections which form a part of such section.


 


(f)                                    Employment Agreement. 
This Agreement shall not be construed as an agreement by the Company,
any affiliate or advisor of the Company to employ the Employee, nor is the
Company, any affiliate or advisor of the Company obligated to continue
employing the Employee by reason of this Agreement or the grant of shares to
the Employee hereunder.


 


(g)                                 Applicable Law. 
This Agreement shall be construed and enforced in accordance with the
laws of The Commonwealth of Massachusetts.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused
this Agreement to be executed under seal, as of the date first above written.


 


 


	
   

  	
  GOVERNMENT
  PROPERTIES INCOME TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NAME:

  
	
   

  	
  ADDRESS:

  
	
   

  	
   

  



 


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