Exhibit 10.6


 


HRPT PROPERTIES
TRUST


 


RESTRICTED SHARE
AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of December 11,
2008 between                     
(the “Employee”) and HRPT Properties 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,
                    
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 December 11of
the year first following the date of this Agreement, a further one-fifth on the
December 11 of the second year following the date of this Agreement, a
further one-fifth on the December 11 of the third year following the date
of this Agreement and the final one-fifth on the December 11 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 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 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 shall prominently bear a
legend in substantially the following terms:


 


“PURSUANT AND SUBJECT TO
THE TERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH
ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE
STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST 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
TRUST WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE TRUST 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 SECTION 8-203(d) OF
THE MARYLAND REIT LAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 

















 


THE SHARES EVIDENCED BY
THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH
ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF
THE TRUST, AS AMENDED FROM TIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS
WHICH PROHIBIT THE OWNERSHIP OF MORE THAN 9.8% OF THE TRUST’S SECURITIES BY ANY
PERSON OR GROUP.  THIS DESCRIPTION OF THE
RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE TRUST’S SECURITIES IS NOT
COMPLETE.  A MORE COMPLETE DESCRIPTION OF
THESE RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS APPLICABLE, COPIES
OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE
SECRETARY OF THE TRUST.


 


THIS CERTIFICATE ALSO
EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE
RENEWED RIGHTS AGREEMENT DATED AS OF MARCH 10, 2004 BETWEEN THE TRUST AND
WELLS FARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY
AMENDMENTS OR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE
HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICES OF THE TRUST.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL
BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE.  THE TRUST WILL MAIL TO THE
HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE
DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST
THEREFOR.  UNDER CERTAIN CIRCUMSTANCES
SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS
DEFINED IN THE RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING
PERSON, OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY
ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.  THE RIGHTS SHALL NOT BE EXERCISABLE, AND
SHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE
REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH
HOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE
OBTAINABLE.


 


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 TRUST’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
TRUST.  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 TRUST AND THE INITIAL HOLDER OF THESE SHARES.  A COPY OF APPLICABLE RESTRICTIONS AND
REPURCHASE RIGHTS WILL BE FURNISHED TO THE HOLDER OF THIS CERTIFICATE WITHOUT
CHARGE UPON REQUEST TO THE SECRETARY OF THE TRUST.”


 


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:

  	
   

  	
  HRPT Properties 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 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, the Manager or any affiliate of
the Company or the Manager to employ the Employee, nor is the Company, the
Manager or any affiliate of the Company or the Manager 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.


 


 


HRPT PROPERTIES TRUST


 


	
  By:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Address: