exv10w2



 





EXHIBIT 10.2




LONG TERM INCENTIVE PLAN

UNIT AGREEMENT

Under the BioMed Realty Trust, Inc.

and BioMed Realty, L.P.

2004 Incentive Award Plan




Name of Grantee:




No. of LTIP Units:




Grant Date:                           , 2006




RECITALS




     Pursuant to the BioMed Realty Trust, Inc. and BioMed Realty, L.P. 2004 Incentive Award Plan
(the “Plan”), as amended through the date hereof, and the Third Amended and Restated Agreement of
Limited Partnership, dated as of December 28, 2006 (the “Partnership Agreement”), of BioMed Realty,
L.P., a Maryland limited partnership (the “Partnership”), BioMed Realty Trust, Inc., a Maryland
corporation (the “Company”), as the general partner of the Partnership, for the provision of
services to or for the benefit of the Partnership in a partner capacity or in anticipation of being
a partner, has approved the grant to the Grantee named above of an Other Stock-Based Award (an
“Award”) in the form of, and causes the Partnership to issue to the Grantee named above, a
Partnership Interest (as defined in the Partnership Agreement) 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 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 Plan Units (“LTIP Units”). Upon acceptance of
this Long Term Incentive Plan (“LTIP”) Unit Agreement (this “Agreement”), the Grantee shall
receive, effective as of the Grant Date specified above, the number of LTIP Units specified above,
subject to the restrictions and conditions set forth herein and in the Partnership Agreement. LTIP
Units are profits interests under IRS Notice 2005-43 granted for services rendered or to be
rendered by Grantee to the Partnership in Grantee’s capacity as a partner or in anticipation of
becoming a partner. LTIP Units shall be fully vested when granted, but shall be subject to
forfeiture as provided in Section 4.6 of the Partnership Agreement. Until the LTIP Equalization
Date (as defined in the Partnership Agreement) has occurred with respect to an LTIP Unit, (i) such
LTIP Unit may not be the subject of a Redemption election by the LTIP Unitholder, and (ii) such
LTIP Unit will participate like a Partnership Unit in distributions of Available Cash from
operations and only participate in sale and liquidation proceeds with respect to a Partnership
asset to the extent of income allocated to the holder thereof under Section 6.3.B of the
Partnership Agreement that is attributable to the appreciation in value of such asset after the
issuance date of such LTIP Unit, all as provided in Sections 5.1 and 6.3.B of the Partnership
Agreement. LTIP Units shall receive certain special allocations of income or gain under Sections
6.3 and 6.4 of the Partnership Agreement. The Redemption Right provided to Limited Partners under
Section 8.6 of the Partnership Agreement shall not apply with respect to LTIP Units unless and
until the LTIP Equalization Date occurs under Section 6.3.B of the Partnership Agreement, and then
only with respect to LTIP Units that are Non-Forfeitable LTIP Units. Non-Forfeitable LTIP Units
shall be treated as Partnership Units for all purposes from and after the occurrence of the LTIP
Equalization Date



 









 







under Section 6.3.B of the Partnership Agreement, and special allocations of income or gain under
Section 4.6.B(2)(C) and Section 6.3, and tax allocations required to be made under Section 6.4
after a Book-up Event, shall continue to be made to the Non-Forfeitable LTIP Units to the extent
required by 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 by (i) signing and delivering to the
Partnership a copy of this Agreement, and (ii) 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
Exhibit A ). 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, effective as
of the Grant Date. Thereupon, the Grantee shall have all the rights of a Limited Partner of the
Partnership with respect to the number of LTIP Units specified above, as set forth in the
Partnership Agreement, subject, however, to the restrictions and conditions specified in
Section 2 below.



2. Restrictions and Conditions.




          (a) The records of the Partnership evidencing the LTIP Units granted herein shall bear an
appropriate legend, as determined by the Partnership in its sole discretion, to the effect that
such LTIP Units are subject to restrictions as set forth herein and in the Partnership Agreement.




          (b) LTIP Units granted herein may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of by the Grantee prior to the expiration of the forfeiture period
applicable to such LTIP Units or at any time within two years of receipt of such LTIP Units in
accordance with Section 8(d) hereof.




          (c) Subject to the terms of the Grantee’s employment agreement, if any, if the Grantee’s
employment with the Company and its affiliates is voluntarily or involuntarily terminated for any
reason prior to the end of the forfeiture period for the LTIP Units granted herein, the Partnership
shall have the right, at the discretion of the Committee, to cause the forfeitable LTIP Units to be
forfeited by the Grantee or the Grantee’s legal representative. The Partnership must exercise such
right of forfeiture by written notice to the Grantee or the Grantee’s legal representative not
later than 90 days following such termination of employment. The parties agree that any
forfeited LTIP Units shall represent liquidated damages resulting from the event causing the
forfeiture. Notwithstanding the provisions of this Section 2(c), in the event that the Grantee
ceases for any reason to be employed by the Company and its affiliates but remains a director of
the Company or is engaged within 10 days of such Grantee’s termination as a consultant or other
service provider to the Company or the Partnership pursuant to a written agreement, then the
forfeiture periods on such Grantee’s LTIP Units shall continue to expire, uninterrupted, pursuant
to Section 3 below until such time as Grantee is no longer a director of the Company or engaged as
a consultant or other service provider to the Company or the Partnership at which time all
remaining forfeitable LTIP Units shall be forfeited by such Grantee.




     3. Expiration of Forfeiture Period. The restrictions and conditions in Section
2 of this Agreement shall expire at the end of the forfeiture period specified in the following
schedule, so long as the Grantee remains an Employee, or as provided in Section 2(c) above, from
the Grant Date until the end of such forfeiture period. If a series of dates is specified, then
the restrictions and conditions in Section 2 shall expire only with respect to the
percentage of LTIP Units accepted by the Grantee hereunder for which the expiration of the
applicable forfeiture period applies.



End of




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	Fraction of	 	Forfeiture
	LTIP Units	 	Period
	 
	 	 
	 




Subsequent to the expiration of the applicable forfeiture period, the LTIP Units on which all
restrictions and conditions have expired shall no longer be deemed restricted.




     4. Acceleration of Forfeiture Period in Special Circumstances. If (i) the Grantee
ceases to be an Employee by reason of death or Disability or (ii) a Change in Control (as defined
in Section 2.5 of the Plan) occurs, any restrictions and conditions on all LTIP Units
subject to this Award shall be deemed waived by the Committee and the forfeiture period for all
LTIP Units granted hereby shall automatically terminate and be deemed to have expired for all
purposes, except that LTIP Units may not be sold or redeemed within two years after grant unless
approved by the General Partner in its sole discretion.



     5. Merger-Related Action. If any of the corporate events described in Article 11 of
the Plan occur, the Administrator may take certain actions set forth in Article 11 of the Plan,
which includes the following actions with respect to the outstanding LTIP Units subject to this
Award: (i) provide that such LTIP Units shall be assumed by the successor or survivor corporation,
or a parent or subsidiary thereof, or shall be substituted for similar awards covering the stock of
the successor or survivor corporation, or a parent or subsidiary thereof, and/or (ii) to provide
for the termination of this Award in exchange for an amount of cash, if any, equal to the amount
that would have been attained upon the exercise of this Award or the realization of the Grantee’s
rights or, if no amount would have been attained upon the exercise of the Award or realization of
the Grantee’s rights, then the termination of this Award without payment. The right to take the
actions described in (i) and (ii) above (each, a “Merger-Related Action”) in contemplation of and
subject to the consummation of a consolidation or merger or sale of all or substantially all of the
assets of the Company in which outstanding shares of common stock are exchanged for securities,
cash, or other property of an unrelated corporation or business entity or in the event of a
liquidation of the Company (in each case, a “Transaction”) shall be subject to the following
limitations and qualifications:



          (a) if all LTIP Units awarded to the Grantee hereunder are eligible, as of the time of the
Merger-Related Action for Redemption (as defined in the Partnership Agreement) and the Grantee is
afforded the opportunity to effect such Redemption for the same kind and amount of consideration as
other holders of Common Units in connection with the Transaction, then Merger-Related Action of the
kind specified in (i) or (ii) above shall be permitted and available to the Company and the
corporation assuming the obligations of the Company (the “Acquiror”);




          (b) if some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time
of the Merger-Related Action, so eligible for Redemption, and the acquiring or succeeding entity is
itself, or has a subsidiary which is organized as a partnership or limited liability company
(consisting of a so-called “UPREIT,” “UP-C” or other structure substantially similar in purpose or
effect to that of the Company and the Partnership), then Merger-Related Action of the kind
specified in (i) above must be




3









 







taken by the Acquiror with respect to all LTIP Units subject to this Award which are not
eligible for Redemption at the time, whereby all such LTIP Units covered by this Award shall be
assumed by the acquiring or succeeding entity, or equivalent awards shall be substituted by the
acquiring or succeeding entity, and the acquiring or succeeding entity shall preserve with respect
to the assumed LTIP Units or any securities to be substituted for such LTIP Units, as far as
reasonably possible under the circumstances, the distribution, special allocation, Redemption and
other rights set forth in the Partnership Agreement for the benefit of the holders of LTIP Units;
and




          (c) if some or all of the LTIP Units awarded to the Grantee hereunder are not, as of the time
of the Merger-Related Action, so eligible for Redemption, and after exercise of reasonable
commercial efforts the Company or the Acquiror is unable to treat the LTIP Units in accordance with
Section 5(b), then Merger-Related Action of the kind specified in (ii) above must be taken
by the Company or the Acquiror, in which case such action shall be subject to a provision that the
settlement of the terminated award of LTIP Units which are not eligible for Redemption requires a
payment of the same kind and amount of consideration payable in connection with the Transaction to
a holder of the number of OP Units into which the LTIP Units to be terminated could be converted on
the Redemption (including the right to make elections as to the type of consideration) if the
Transaction were of a nature that permitted a revaluation of the Grantee’s Capital Account balance
under the terms of the Partnership Agreement, as determined by the Committee in good faith in
accordance with the Plan.




     6. Distributions. Distributions on the LTIP Units shall be paid currently to the
Grantee in accordance with the terms of the Partnership Agreement.



     7. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of the Plan. Capitalized
terms used in this Agreement shall have the meaning specified in the Plan, unless a different
meaning is specified herein.



     8. Covenants. The Grantee (and the Company and the Partnership as described in
subsection (c) below) hereby covenants as follows:



          (a) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership
in writing such information as may be reasonably requested with respect to ownership of LTIP Units
as the Partnership may deem reasonably necessary to ascertain and to establish compliance with
provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable to the
Partnership or to comply with requirements of any other appropriate taxing authority.




          (b) The Grantee hereby makes the covenants, representations and warranties set forth on
Exhibit B attached hereto. All of such covenants, warranties and representations shall
survive the execution and delivery of this Agreement by the Grantee.




          (c) The Grantee hereby agrees to make, and each of the Company and Partnership hereby consents
to the Grantee’s making, an election under Section 83(b) of the Code with respect to the LTIP Units
awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election
form attached hereto as Exhibit C. The Grantee agrees to file the election (or to permit
the Partnership to file such election on the Grantee’s behalf) within thirty (30) days after the
Closing Date with the IRS Service Center at which such Grantee files his or her personal income tax
returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for
the taxable year in which the LTIP Units are awarded to the Grantee.




          (d) The Grantee hereby acknowledges and agrees that he or she may not dispose of or redeem the
LTIP Units subject to this Award within two years of receipt of such LTIP Units. The




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Partnership and the Grantee hereby agree to treat the Grantee as the owner of the LTIP Units
from the Grant Date. The Grantee hereby agrees to take into account the distributive share of
Partnership income, gain, loss, deduction, and credit associated with the LTIP Units in computing
the Grantee’s income tax liability for the entire period during which the Grantee has the LTIP
Units.




          (e) The Grantee hereby recognizes that the IRS has proposed regulations under Sections 83 and
704 of the Internal Revenue Code that may affect the proper treatment of the LTIP Units for federal
tax purposes. In the event that those proposed regulations are finalized, the Grantee hereby agrees
to cooperate with the Partnership in amending this Agreement and the Partnership Agreement, and to
take such other action as may be required, to conform to such regulations.




          (f) Grantee has read the Partnership Agreement, and has had his or her tax advisors review it
or has waived the right to do so.




     9. Transferability. This Agreement is personal to the Grantee, is non-assignable and
is not transferable in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.



     10. Amendment. The Grantee acknowledges that the Plan may be amended or terminated in
accordance with Article 14 thereof and that this Agreement may be amended or canceled by
the Committee, on behalf of the Partnership, for the purpose of satisfying changes in law or for
any other lawful purpose, provided that no such action shall adversely affect the Grantee’s rights
under this Agreement without the Grantee’s written consent. The provisions of Section 5 of
this Agreement applicable to the termination of the LTIP Units covered by this Award in connection
with a Transaction (as defined in Section 5 of this Agreement) shall apply, mutatis
mutandis to amendments, discontinuance or cancellation pursuant to this Section 10 or
Article 14 of the Plan.



     11. No Obligation to Continue Employment; Services Provided to the Partnership. (a)
SUBJECT TO THE TERMS OF ANY EMPLOYMENT AGREEMENT, THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE
LAPSING OF THE FORFEITURE RESTRICTION PURSUANT TO SECTION 2 HEREOF IS EARNED ONLY BY CONTINUING
SERVICE TO THE COMPANY OR THE PARTNERSHIP AS AN “AT WILL” EMPLOYEE OR CONSULTANT OF THE COMPANY OR
PARTNERSHIP. THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NEITHER THE COMPANY NOR ANY
AFFILIATE OF THE COMPANY IS OBLIGATED BY OR AS A RESULT OF THE PLAN OR THIS AGREEMENT TO CONTINUE
THE GRANTEE IN EMPLOYMENT AND NEITHER THE PLAN NOR THIS AGREEMENT SHALL CONSTITUTE AN EXPRESS OR
IMPLIED PROMISE OF CONTINUED EMPLOYMENT AS AN EMPLOYEE, CONSULTANT OR DIRECTOR FOR SUCH PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY
AFFILIATE OF THE COMPANY TO TERMINATE THE EMPLOYMENT OF THE GRANTEE AT ANY TIME.



          (b) The Company and the Partnership shall permit the Grantee to render services to the
Partnership in his or her capacity as a partner of the Partnership as consideration for the grant
of a compensatory interest in the future profits of the Partnership in the form of the LTIP Units
granted to Grantee hereunder (which providing of services to the Partnership shall be authorized by
Grantee’s Employment Agreement with the Company, if any).




     12. Notices. Notices hereunder shall be mailed or delivered to the Partnership at its
principal place of business and shall be mailed or delivered to the Grantee at the address on file
with the



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Partnership or, in either case, at such other address as one party may subsequently furnish to
the other party in writing.



     13. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California, applied without regard to conflict of law principles.
The parties agree that any action or proceeding arising directly, indirectly or otherwise in
connection with, out of, related to or from this Agreement, any breach hereof or any action covered
hereby, shall be resolved within the State of California and the parties hereto consent and submit
to the jurisdiction of the federal and state courts located within the California Southern
District. The parties hereto further agree that any such action or proceeding brought by either
party to enforce any right, assert any claim, obtain any relief whatsoever in connection with this
Agreement shall be brought by such party exclusively in federal or state courts located within the
California Southern District.



[Remainder of page left blank intentionally]





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	 	 	BIOMED REALTY TRUST, INC.

a Maryland corporation
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	BIOMED REALTY, L.P.

a Maryland limited partnership
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	BioMed Realty Trust, Inc., its general partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	Date:	 	 






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          The foregoing agreement is hereby accepted and the terms and conditions thereof hereby agreed
to by the Grantee.




	 	 	 	 	 	 	 
	Date:

	 	, 2006
 

	 	  

Grantee’s
Signature
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Grantee’s name and address:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 






CONSENT OF SPOUSE



I, ___, spouse of ___, have read and approve the foregoing Agreement. In
consideration of issuing to my spouse the LTIP Units set forth in the Agreement, I hereby appoint
my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and
agree to be bound by the provisions of the Agreement insofar as I may have any rights in said
Agreement or any LTIP Units issued pursuant thereto under the community property laws or similar
laws relating to marital property in effect in the state of our residence as of the date of the
signing of the foregoing Agreement.




Dated:                     , 2006




	 	 	 	 	 
	 

	 	 

Signature of Spouse
	 	 






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EXHIBIT A




FORM OF LIMITED PARTNER SIGNATURE PAGE




     The Grantee, desiring to become one of the within named Limited Partners of BioMed Realty,
L.P., hereby becomes a party to the Third Amended and Restated Agreement of Limited Partnership of
BioMed Realty, L.P., as amended through the date hereof (the “Partnership Agreement”). The Grantee
agrees that this signature page may be attached to any counterpart of the Partnership Agreement.


Signature Line for Limited Partner:




	 	 	 	 	 
	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 

	 	Address:	 	 






Effective Date:                     




A-1









 





EXHIBIT B

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES



The Grantee hereby represents, warrants and covenants as follows:



(a) The Grantee has received and had an opportunity to review the following documents (the
“Background Documents”):





	 	(i)	 	The Company’s latest Annual Report to Stockholders;
	 
	 	(ii)	 	The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;
	 
	 	(iii)	 	The Company’s Report on Form 10-K for the fiscal year most recently ended;
	 
	 	(iv)	 	The Company’s Form 10-Q for the most recently ended quarter filed by the
Company with the Securities and Exchange Commission since the filing of the Form 10-K
described in clause (iii) above;
	 
	 	(v)	 	Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the
end of the fiscal year most recently ended for which a Form 10-K has been filed by the
Company;
	 
	 	(vi)	 	The Partnership Agreement;
	 
	 	(vii)	 	The Plan; and
	 
	 	(viii)	 	The Company’s Articles of Incorporation, as amended.




The Grantee also acknowledges that any delivery of the Background Documents and other information
relating to the Company and the Partnership prior to the determination by the Partnership of the
suitability of the Grantee as a holder of LTIP Units shall not constitute an offer of LTIP Units
until such determination of suitability shall be made.



(b) The Grantee hereby represents and warrants that





	 	(i)	 	The Grantee is an “accredited investor” as defined in Rule 501(a) under the
Securities Act of 1933, as amended (the “Securities Act”) , by satisfying at least one
of the following four criteria: (A) the Grantee is a natural person and had
an individual income in excess of $200,000 in each of the two most recent years and
reasonably expects an income in excess of $200,000 in the current year; (B) the Grantee
is a natural person and had a joint income with his or her spouse in excess of $300,000
in each of the two most recent years and reasonably expect a joint income with his or
her spouse in excess of $300,000 in the current year; (C) Grantee is a natural person
and has an individual net worth on the date hereof (or joint net worth with his or her
spouse) in excess of $1.0 million (including his or her home, home furnishings and
automobiles) or (D) Grantee is a natural person and is a director, executive officer or
general partner of the Partnership. For purposes of (A) and (B) above, “income” means
my individual adjusted gross income for federal income tax purposes, plus (i) any
deduction for long term capital gain, (ii) any deduction for depletion, (iii) any
exclusion for interest and (iv) any losses of a partnership allocated to an individual
limited partner. For purposes of (D) above, “Executive Officer” means the president,
any vice president in charge of a principal business unit, division or function (such
as sales, administration or finance), any other officer who performs a policy making
function, or any other person who performs similar policy making




B-1









 






	 	 	 	functions for the Partnership. Further, Grantee has such knowledge, sophistication
and experience in financial and business matters and in making investment decisions
of this type that the Grantee (I) is capable of evaluating the merits and risks of
an investment in the Partnership and potential investment in the Company and of
making an informed investment decision, (II) is capable of protecting his own
interest or has engaged representatives or advisors to assist him in protecting his
interests, and (III) is capable of bearing the economic risk of such investment.
	 
	 	(ii)	 	The Grantee understands that (A) the Grantee is responsible for consulting his
own tax advisors with respect to the application of the U.S. federal income tax laws,
and the tax laws of any state, local or other taxing jurisdiction to which the Grantee
is or by reason of the award of LTIP Units may become subject, to his particular
situation; (B) the Grantee has not received or relied upon business or tax advice from
the Company, the Partnership or any of their respective employees, agents, consultants
or advisors, in their capacity as such; (C) the Grantee provides services to the
Partnership on a regular basis and in such capacity has access to such information, and
has such experience of and involvement in the business and operations of the
Partnership, as the Grantee believes to be necessary and appropriate to make an
informed decision to accept this Award of LTIP Units; and (D) an investment in the
Partnership and/or the Company involves substantial risks. The Grantee has been given
the opportunity to make a thorough investigation of matters relevant to the LTIP Units
and has been furnished with, and has reviewed and understands, materials relating to
the Partnership and the Company and their respective activities (including, but not
limited to, the Background Documents). The Grantee has been afforded the opportunity to
obtain any additional information (including any exhibits to the Background Documents)
deemed necessary by the Grantee to verify the accuracy of information conveyed to the
Grantee. The Grantee confirms that all documents, records, and books pertaining to his
receipt of LTIP Units which were requested by the Grantee have been made available or
delivered to the Grantee. The Grantee has had an opportunity to ask questions of and
receive answers from the Partnership and the Company, or from a person or persons
acting on their behalf, concerning the terms and conditions of the LTIP Units. The
Grantee has relied upon, and is making its decision solely upon, the Background
Documents and other written information provided to the Grantee by the Partnership or
the Company.
	 
	 	(iii)	 	The LTIP Units to be issued, common units of the Partnership (“Common Units”)
issuable upon conversion of the LTIP Units and any REIT Shares issued in connection
with the redemption of any such Common Units will be acquired for the account of the
Grantee for investment only and not with a current view to, or with any intention of, a
distribution or resale thereof, in whole or in part, or the grant of any participation
therein, without prejudice, however, to the Grantee’s right (subject to the terms of
the LTIP Units, the Plan and this Agreement) at all times to sell or otherwise dispose
of all or any part of his LTIP Units, Common Units or shares of Common Stock issuable
upon conversion of the Common Units (“REIT Shares”) in compliance with the Securities
Act, and applicable state securities laws, and subject, nevertheless, to the
disposition of his assets being at all times within his control.
	 
	 	(iv)	 	The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the
Common Units issuable upon conversion of the LTIP Units, have been registered under the
Securities Act or state securities laws by reason of a specific exemption or exemptions
from registration under the Securities Act and applicable state securities laws and, if
such LTIP Units or Common Units are represented by certificates, such certificates will
bear a




B-2









 






	 	 	 	legend to such effect, (B) the reliance by the Partnership and the Company on such
exemptions is predicated in part on the accuracy and completeness of the
representations and warranties of the Grantee contained herein, (C) such LTIP Units,
or Common Units, therefore, cannot be resold unless registered under the Securities
Act and applicable state securities laws, or unless an exemption from registration
is available, (D) there is no public market for such LTIP Units and Common Units and
(E) neither the Partnership nor the Company has any obligation or intention to
register such LTIP Units or the Common Units issuable upon conversion of the LTIP
Units under the Securities Act or any state securities laws or to take any action
that would make available any exemption from the registration requirements of such
laws, except, that, upon the redemption of the Common Units for REIT Shares, the
Company may issue such REIT Shares under the Plan and pursuant to a Registration
Statement on Form S-8 under the Securities Act, to the extent that (I) the Grantee
is eligible to receive such REIT Shares under the Plan at the time of such issuance,
(II) the Company has filed a Form S-8 Registration Statement with the Securities and
Exchange Commission registering the issuance of such REIT Shares and (III) such Form
S-8 is effective at the time of the issuance of such REIT Shares. The Grantee hereby
acknowledges that because of the restrictions on transfer or assignment of such LTIP
Units acquired hereby and the Common Units issuable upon conversion of the LTIP
Units which are set forth in the Partnership Agreement or this Agreement, the
Grantee may have to bear the economic risk of his ownership of the LTIP Units
acquired hereby and the Common Units issuable upon conversion of the LTIP Units for
an indefinite period of time. The Grantee further acknowledges that LTIP Units may
not be sold or redeemed within two years after grant unless approved by the General
Partner in its sole discretion. The Grantee further acknowledges and agrees to
comply with the safe harbor requirement under IRS Notice 2005-43 as set forth in
Section 4.6.B(2)(c) of the Partnership Agreement.
	 
	 	(v)	 	The Grantee has determined that the LTIP Units are a suitable investment for
the Grantee.
	 
	 	(vi)	 	No representations or warranties have been made to the Grantee by the
Partnership or the Company, or any officer, director, shareholder, agent, or affiliate
of any of them, and the Grantee has received no information relating to an investment
in the Partnership or the LTIP Units except the information specified in Paragraph (b)
above.




(c) So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in
writing such information as may be reasonably requested with respect to ownership of LTIP Units as
the Partnership may deem reasonably necessary to ascertain and to establish compliance with
provisions of the Code, applicable to the Partnership or to comply with requirements of any other
appropriate taxing authority.



(d) The address set forth on the signature page of this Agreement is the address of the Grantee’s
principal residence, and the Grantee has no present intention of becoming a resident of any
country, state or jurisdiction other than the country and state in which such residence is sited.




B-3









 





EXHIBIT C




ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF

TRANSFER OF PROPERTY PURSUANT TO SECTION 83(b)

OF THE INTERNAL REVENUE CODE




     The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue
Code with respect to the property described below and supplies the following information in
accordance with the regulations promulgated thereunder:




	 	1.	 	The name, address and taxpayer identification number of the undersigned are:





	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 
 

	 	(the “Taxpayer”) 
	 	 
	 

	 	Address:	 	 	 	 	 	 
	 	 	 	 	   	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	Social Security No./Taxpayer Identification No.:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 







	 	2.	 	Description of the property with respect to which the election is being made:
	 
	 	 	 	The election is being made with respect to LTIP Units in BioMed Realty, L.P. (the
“Partnership”). The LTIP units represent an interest in future profits of
such entity received for services rendered to such entity in a partner capacity or
in anticipation of becoming a partner.
	 
	 	3.	 	The date on which the LTIP Units were transferred is                      
       , 2006. The taxable year
to which this election relates is calendar year 2006.
	 
	 	4.	 	Nature of restrictions to which the LTIP Units are subject:






	 	(a)	 	Until the LTIP Units become non-forfeitable, the Taxpayer may
not transfer in any manner any portion of the LTIP Units, and the Taxpayer may
not dispose of the LTIP Units within two years of the grant of such LTIP Units.
	 
	 	(b)	 	The LTIP Units are subject to time-based expiration of
forfeiture restrictions with [one-third (1/3) of such LTIP Units becoming
non-forfeitable on each anniversary of the grant date], provided that the
Taxpayer remains an employee of BioMed Realty Trust, Inc., Inc. (the
“Company”), the Partnership or their subsidiaries through such dates,
subject to acceleration in the event of certain extraordinary transactions or
circumstances. LTIP Units are subject to forfeiture provisions that expire
based on the passage of time and continued employment with the Company or its
subsidiaries.






	 	5.	 	The fair market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms will never lapse) of the LTIP
Units was zero per LTIP Unit pursuant to the liquidation value method of IRS Notice
2005-43. This profits interest is a “Safe Harbor” partnership interest as defined in
IRS Notice 2005-43.




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	 	6.	 	The amount paid by the Taxpayer for the LTIP Units was zero per LTIP Unit.
	 
	 	7.	 	A copy of this statement has been furnished to the Partnership and to its
general partner, BioMed Realty Trust, Inc.





Dated:                     , 2006




	 	 	 	 	 
	 

	 	 

Name:
	 	 






The undersigned spouse of Taxpayer joins in this election. (Complete if applicable).




	 	 	 	 	 	 	 	 	 
	Dated: _______, 2006

	 	 	 	Spouse’s Signature	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






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