Exhibit 10.5


 


GOVERNMENT PROPERTIES INCOME TRUST


 


2009 INCENTIVE SHARE AWARD PLAN


 


Government Properties Income Trust (the “Company”)
hereby adopts the Government Properties Income Trust 2009 Incentive Share Award
Plan (as amended from time to time, the “Plan”), effective as of    ,
2009.


 


I.                                         PURPOSE


 


The Plan is intended to advance the interests
of the Company and its subsidiaries by providing a means of rewarding selected
officers, employees and Trustees of the Company, employees of its manager and
others rendering valuable services to the Company or its subsidiaries, through
grants of the Company’s Shares.


 


II.                                     DEFINITIONS


 


Terms that are capitalized in the text of the
Plan have the meanings set forth below:


 


(a)           “Board”
means the Board of Trustees of the Company.


 


(b)           “Company”
means Government Properties Income Trust, a Maryland real estate investment
trust.


 


(c)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(d)           “Key
Person” means an employee, consultant, manager, Trustee, officer or other
person providing services to the Company, to a subsidiary of the Company or to
the Manager on behalf of the Company.


 


(e)           “Manager”
means the person or entity serving as manager to the Company.


 


1

















 


(f)            “Participant”
means a person to whom Shares have been granted, or any other person who
becomes owner of the Shares by reason of such person’s death or incapacity.


 


(g)           “Securities
Act” means the Securities Act of 1933, as amended.


 


(h)           “Share
Agreement” means an agreement between the Company and a Participant regarding
Shares issued to the Participant pursuant to the Plan.


 


(i)            “Shares”
means the Company’s common shares of beneficial interest, par value $.01 per
share.


 


(j)            “Trustee”
means a member of the Board.


 


III.                                 SHARES SUBJECT TO THE
PLAN


 


Subject to the provisions of Section VII,
the total number of Shares which may be granted under the Plan is 2,000,000
Shares.  A holder of Shares granted under
the Plan, whether or not vested, shall have all of the rights of a shareholder
of the Company, including the right to vote the Shares and the right to receive
any distributions, unless the Board shall otherwise determine.  Certificates representing Shares and statements
representing Shares issued in book-entry form may be imprinted with a legend to
the effect that the Shares represented may not be sold, exchanged, transferred,
pledged, hypothecated or otherwise disposed of except in accordance with the
terms of the Securities Act and the applicable Share Agreement, if any.  Shares subject to awards under the Plan which
are forfeited shall again be available for grant under the Plan.


 


IV.                                 METHOD OF GRANTING
SHARES


 


Grants of Shares to any person shall be made
by action of the Board, and shall be made solely in accordance with the
instructions of the Board as to the selection of persons to whom Shares are to
be granted, the amount and timing of each such grant, and the extent, if any,
to which vesting restrictions or other conditions shall apply to the granted Shares.  If a person to whom such a grant of Shares
has been made fails to execute and deliver to the Company a Share Agreement
within ten (10) days after it is submitted to him or her, the grant of
Shares related to such Share Agreement may be cancelled by the Company, acting
by the Board, at its option without further notice to the Participant.  Nothing in this Section IV shall prevent
the Board from delegating its authority to make grants to a committee pursuant
to Section V.


 


2

















 


V.                                     ADMINISTRATION OF
THE PLAN


 


The Plan shall be administered by the Board
or, in the discretion of the Board, a committee designated by the Board and
composed of at least two (2) members of the Board.  All references in the Plan to the Board shall
be understood to refer to such committee or the Board, whoever shall administer
the Plan.  As of the effective date of
the Plan, the Board has delegated its authority to administer the Plan to the
Compensation Committee of the Company pursuant to the written charter for such
committee; however, the Board may revoke or rescind this delegation of
authority in whole or in part at any time. 
All questions of interpretation and application of the Plan and of
grants of Shares shall be determined by the Board or its designated committee
in its sole discretion, and its determination shall be final and binding upon
all persons, including the Company and all Participants.  Without limiting the generality of the foregoing,
the Board or the designated committee is authorized to adopt and approve from
time to time the forms and, subject to the terms of the Plan, the terms and
conditions of any Share Agreement.  If it
determines to do so, the Board or its designated committee may grant Shares
under this Plan which are not subject to a Share Agreement.


 


For so long as Section 16 of the
Exchange Act is applicable to the Company, each member of any committee
designated to administer the Plan shall be a “non-employee director” or the
equivalent within the meaning of Rule 16b-3 under the Exchange Act and,
for so long as Section 162(m) of the Internal Revenue Code of 1986,
as amended from time to time (the “Code”), is applicable to the Company, an “outside
director” within the meaning of Section 162(m) of the Code and the
regulations thereunder.


 


With respect to persons subject to Section 16
of the Exchange Act, grants under the Plan are intended to be exempt from the
provisions of Section 16(b) of the Exchange Act pursuant to Rule 16b-3
or its successor under the Exchange Act.


 


VI.                                 ELIGIBLE PERSONS


 


The persons eligible to receive grants of
Shares shall be those persons selected by the Board or designated committee
from among Key Persons who contribute to the business of the Company and its
subsidiaries.


 


VII.                             CHANGES IN CAPITAL
STRUCTURE


 


In the event that the outstanding Shares are
hereafter changed for a different number or kind of Shares or other securities
of the Company, or are otherwise affected by reason of a merger, sale of
assets, reorganization, recapitalization, exchange of shares, stock split,
combination of shares or dividend payable in shares or other securities or any
similar corporate transaction, a corresponding adjustment shall be made in the
number and kind of Shares or other 


 


3

















 


securities covered by
outstanding grants of Shares, and for which Shares may be granted under the
Plan.


 


VIII.                         DURATION, AMENDMENT AND
TERMINATION OF PLAN


 


Shares may be granted under the Plan from
time to time until the close of business on the tenth anniversary of its
effective date.  Subject to any
shareholder approval that may be required under applicable law or the rules of
any stock exchange on which the Shares are listed, the Board hereafter may at
any time amend or extend the Plan, including amendments to change the number of
shares subject to the Plan.  The Plan may
be terminated at any time by action of the Board without, however, affecting
the rights of a Participant or the Company as to Shares granted prior to such
termination.


 


IX.                                MISCELLANEOUS


 


A.            Nonassignability of Shares. 
Shares subject to a Share Agreement shall not be assignable or
transferable by a Participant except in accordance with the terms of the
applicable Share Agreement.


 


B.            No Guarantee of Employment. 
Neither the award of Shares nor a Share Agreement shall give any person
the right to continue in the employment of, or to continue to act as an officer
or Trustee of, or to serve in any other capacity with, the Company, any
subsidiary or the Manager, or give the Company, any subsidiary or the Manager
the right to require such person to continue in any such capacity.


 


C.            Tax Withholding.  To
the extent required by law, the Company shall withhold or cause to be withheld
income and other taxes incurred by a Participant by reason of a grant of
Shares, and as a condition to the receipt of any grant such a Participant shall
agree that if the amount payable to him by the Company in the ordinary course
is insufficient to pay such taxes, he or she shall upon request of the Company
pay to the Company an amount sufficient to satisfy its tax withholding
obligations.


 


D.            Compliance with Law. 
This Plan, the granting and vesting of Shares hereunder, and the other
obligations of the Company under this Plan and any Share Agreement, shall be
subject to all applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may be
required.  The Company, in its reasonable
discretion, may postpone the issuance or delivery of Shares until completion of
any required action under any state or federal law, rule or regulation as
the Company may consider appropriate in order to comply with the applicable
laws, and may require any Participant to make such representations and furnish
such information as it may consider appropriate in connection 


 


4

















 


with
the issuance or delivery of Shares in compliance with applicable laws, rules and
regulations.  No provisions of this Plan
shall be interpreted or construed to obligate the Company to register any
Shares under federal or state law.


 


E.             Governing Law.  The
validity, construction and effect of this Plan, any rules and regulations
relating to this Plan and any Share Agreement shall be determined in accordance
with the laws of the State of Maryland without giving effect to principles of
conflict of laws.


 


5