ex10-1.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    KILROY
      REALTY CORPORATION STOCK AWARD

    DEFERRAL
      PROGRAM

     

     

    PREAMBLE

     

     

    Kilroy
      Realty Corporation (the “Company”) hereby establishes
      this Stock Award Deferral Program on December 26, 2007 (the “Effective Date”) as part of
      and subject to the terms of the Company’s 2006 Incentive Award Plan, as may be
      amended from time to time (the “Plan”), which is hereby
      incorporated herein by reference.  Capitalized terms not otherwise
      defined herein shall have the meanings ascribed to such terms in the
      Plan.  The purpose of this Program is to promote the success and
      enhance the value of the Company by linking the personal interests of Directors
      and eligible Employees to those of Company stockholders by providing such
      individuals with an incentive for outstanding performance to generate superior
      returns to Company stockholders and, further, to provide flexibility to the
      Company in its ability to motivate, attract and retain the services of Directors
      and Employees upon whose judgment, interest and special effort the successful
      conduct of the Company’s operation is largely dependent.

     

     

    ARTICLE
      I

     

     

    DEFINITIONS

     

    Section
      1.01 “Account”
      means an account created
      by the Company pursuant to Article IV of this Program.

    


    Section
      1.02 “Beneficiary”
      means the person or persons, including a trustee, personal representative or
      other fiduciary last designated in writing by a Participant in accordance with
      procedures established by the Committee to receive the benefits specified
      hereunder in the event of the Participant’s death.  No Beneficiary
      designation shall become effective until it is filed with the Company. If there
      is no Beneficiary designation in effect for a Participant, or if there is no
      surviving designated Beneficiary, then the benefits specified hereunder shall
      be
      distributed in accordance with the applicable laws of descent and
      distribution.

    


    Section
      1.03 “Company”
      shall have the meaning provided in the Preamble.

    


    Section
      1.04 “Company
      Account Plan” means any “account balance” nonqualified deferred
      compensation plan (within the meaning of Section 409A) maintained by the Company
      or any entity constituting a single employer with the Company within the meaning
      of Code Section 414(b) or (c).

    


    Section
      1.05 “Director”
      means a member of the
      Board.

    


    Section
      1.06 “Distribution
      Date” shall have the meaning provided in Section 5.01 below.

    


    Section
      1.07 “Effective
      Date” shall have the meaning provided in the Preamble.

    


    Section
      1.08 “Election”
      means an election under this Program (i) to receive Restricted Stock Units in lieu
      of a Stock Award, or (ii) to re-defer the delivery of shares under such Restricted Stock
      Units.

    


    


    Section
      1.09 “Election
      Form” means a form prescribed by the Committee (which may be in paper or
      electronic format) pursuant to which Eligible Service Providers may make Initial
      Deferral Elections and Re-Deferral Elections under the Program.

    


    Section
      1.10 “Eligible
      Service Provider” means (i) each Director, (ii) each Employee serving at
      the level of Vice President or higher, and (iii) each other Employee who is
      designated as an Eligible Service Provider in writing by the
      Committee.

    


    Section
      1.11 “ERISA”
      means the Employee Retirement Income Security Act, as amended.

    


    Section
      1.12 “Fixed-Date
      Distribution” means a distribution of the shares subject to Restricted
      Stock Units on a date specified by the Participant in an applicable Election
      Form in accordance with Section 2.02 below.

    


    Section
      1.13 “Initial
      Deferral Election” shall have the meaning provided in Section 2.01
      below.

    


    Section
      1.14 “Participant”
      means, for purposes of this Program, any Eligible Service Provider who elects
      to
      participate in the Program in accordance with the terms of the
      Program.

    


    Section
      1.15 “Performance-Based
      Compensation” shall mean “performance-based compensation” within the
      meaning of Section 409A.

    


    Section
      1.16 “Plan”
shall
      have
      the meaning provided in the Preamble.

    


    Section
      1.17 “Program”
      means this Kilroy Realty
      Corporation Stock Award Deferral Program.

    


    Section
      1.18 “Re-Deferral
      Election” shall have the
      meaning provided in Section 2.04 below.

    


    Section
      1.19 “Section
      409A” means Section 409A of the Internal Revenue Code of 1986, as
      amended, together with other interpretive guidance issued thereunder, including
      without limitation, any such regulations or other guidance that may be issued
      after the Effective Date.

    


    Section
      1.20 “Separation
      from Service”
      means a “separation from service” from the Company within the meaning of Section
      409A.

    


    Section
      1.21 “Specified
      Employee” shall mean any Participant who is, or was at any time during
      the twelve-month period ending on the Company’s “specified employee
      identification date,” a “specified employee” of the Company (each within the
      meaning of Section 409A).

    


    Section
      1.22 “Specified
      Employee Payment Date” shall have the meaning provided in Section 5.03
      below.

    


    Section
      1.23 “Stock
      Award” means an
      award of Restricted Stock under the Plan.

    


    Section
      1.24 “Trust”
      shall mean a “rabbi trust” satisfying the model trust conditions described in
      Treas. Rev. Proc. 92-64 and any subsequent Internal Revenue Service guidance
      affecting the validity of such ruling.

    


    Section
      1.25 “Unforeseeable
      Emergency” shall mean an “unforeseeable emergency” within the meaning of
      Section 409A.

    


    Section
      1.26 “Year”
      means a calendar
      year.

     

     

    ARTICLE
      II                               


     

     

    


     

     

    ELECTIONS
      TO DEFER

     

    Section
      2.01 Initial
      Deferral Elections.  In lieu of any Stock Award, an Eligible
      Service Provider may elect to receive an equivalent number of Restricted Stock Units by making
      an election in accordance with this Section 2.01 and Section 2.02
      below.  An Election with respect to a Stock Award for services
      performed in any given Year must be made on or before December 31 of the Year
      immediately preceding the Year in which such services are performed; provided, however, that an
      Election with respect to a Stock Award that constitutes Performance-Based
      Compensation may,
      to the extent permitted by Section
      409A, be made on or
      before the last date that is six months prior to the end of the applicable
      performance period.  Notwithstanding the foregoing, any individual who
      first becomes an Eligible Service Provider during any Year and who was not,
      prior to becoming an Eligible Service Provider, eligible to participate in
      any
      other Company Account Plan, may elect, no later than thirty days following
      the
      date such individual first becomes an Eligible Service Provider, to receive
      an
      equivalent number of Restricted
      Stock Units in lieu
      of the shares of Stock subject to any Stock Award for services performed by
      the
      Eligible Service Provider during the portion of such Year that follows such
      Election (any deferral made in accordance with this Section 2.01, an “Initial Deferral
      Election”).  

    


    Section
      2.02 Initial
      Election Procedure.  Eligible Service Providers may effectuate
      Initial Deferral Elections by timely completing and submitting to the Committee
      (or its designee) an Election
      Form specifying, at a minimum: (i) the Year and/or Stock Award to which
      the Initial Deferral Election pertains, as applicable; and (ii) if the
      Participant elects to receive a Fixed-Date Distribution, the specified date
      on
      which the Fixed-Date Distribution shall be made, which shall be no earlier
      than
      two years after the start of the Year in which the underlying Stock Award is
      earned.

    


    Section
      2.03 Subsequent-Year
      Stock Awards.  Each Election Form specifying an Initial
      Deferral Election shall apply only to Stock Awards earned in the Year
      next-following the submission of such Election Form or, in the case of
      Performance-Based Compensation, earned during the relevant performance
      period.  Any Participant who wishes to defer Stock Awards earned in a
      Year subsequent to such next-following Year must submit an Election Form to
      the
      Committee (or its designee) specifying such additional Initial Deferral Election
      during the Year immediately preceding that in which such subsequent Stock Awards
      will be earned.

    


    Section
      2.04 Re-Deferral
      Elections.  The Committee may, in its sole discretion and to
      the extent compliant with applicable laws (including without limitation, Section
      409A), permit Participants to re-defer some or all of the shares subject to
      Stock Awards previously deferred as Restricted Stock Units under this Program
      (a
“Re-Deferral
      Election”).  If so permitted, a Participant may effectuate a
      Re-Deferral Election by completing and submitting to the Committee (or its
      designee), no more frequently than once per Year with respect to each Deferral
      Election, a new Election Form in accordance with any rules or policies issued
      by
      the Committee with regard to Re-Deferral Elections, provided, however,
      that (i) a
      Re-Deferral Election may only be made prior to such time as a Participant ceases
      to be an Eligible Service Provider; (ii) any such Re-Deferral Election must
      be
      made at least one year prior to the first date on which any shares subject
      to
      the Re-Deferral Election would otherwise be delivered to the Participant, absent
      such Re-Deferral Election; (iii) such Re-Deferral Election shall not take effect
      until at least 12 months after the date on which the Re-Deferral Election is
      made; and (iv) delivery of the shares with respect to which such Re-Deferral
      Election is made must be deferred for an additional period of not less than
      five
      years from the date such shares would otherwise have been delivered to the
      Participant.  Election Forms specifying Re-Deferral Elections which
      comply with the foregoing may cover one or more existing Elections, as specified
      in the applicable Election Form.

    


    Section
      2.05 Deferrals
      Irrevocable.  Any Election that has not been revoked in a
      writing submitted to the Committee (or its designee) on or prior to the last
      day
      on which such Election could validly be made under the terms of this Program
      shall be irrevocable with respect to the shares of Stock deferred or re-deferred
      under such Election as of the first day on which such Election could no longer
      validly be made under the terms of this Program.  If an Eligible
      Service Provider or a Participant fails to make a timely Election for any
      reason, then such individual shall not be permitted to defer or re-defer any
      Stock Awards during the period to which such Election would have applied if
      validly made.

     

     

    ARTICLE
      III                                      


     

     

    DIVIDEND
      EQUIVALENTS; VESTING

     

    Section
      3.01 Dividend
      Equivalents.  Each Restricted Stock Unit awarded under this
      Program shall carry with it a right to receive Dividend Equivalents in respect
      of the share of Stock underlying such Restricted Stock Unit, which shall entitle
      the Participant to whom such Dividend Equivalents are granted to have such
      Participant’s Account credited in accordance with Section 4.02 below upon the
      Company’s payment of dividends.  To the extent that additional
      Restricted Stock Units are credited to a Participant’s Account in respect of
      such Participant’s Dividend Equivalents, such Restricted Stock Units shall also
      carry corresponding Dividend Equivalents.  Each Dividend Equivalent
      shall remain outstanding from the date of grant of such Dividend Equivalent
      through the earlier to occur of (i) the Participant’s forfeiture for any reason
      of the Restricted Stock Unit to which such Dividend Equivalent corresponds,
      or
      (ii) the delivery to the Participant of the shares of Stock underlying the
      Restricted Stock Unit to which such Dividend Equivalent
      corresponds.

    


    Section
      3.02 Vesting
      of Restricted Stock Units.  Unless determined otherwise by the
      Committee and except as provided in Section 3.03 below, Restricted Stock Units
      granted under this Program (other than Restricted Stock Units attributable
      to
      Dividend Equivalents) shall be subject to the same vesting conditions as would
      have applied to the shares underlying the Stock Awards in lieu of which such
      Restricted Stock Units are issued, as determined by the Committee and specified
      in an applicable Restricted Stock Unit grant agreement.  Any
      Restricted Stock Units credited to a Participant’s Account that do not vest
      prior to or in connection with the Participant’s termination of employment or
      directorship (taking into consideration any vesting that may occur in connection
      with such termination) shall be forfeited upon such termination.

    


    Section
      3.03 Vesting
      of Dividend Equivalents. Notwithstanding the foregoing, any Restricted
      Stock Units credited to a Participant’s Account in respect of Dividend
      Equivalents shall be fully vested on the date that such amounts are credited
      to
      such Account.

     

    ARTICLE
      IV

     

     

    ACCOUNTS

     

    Section
      4.01 Accounts.  The
      Company shall establish and maintain hypothetical bookkeeping accounts for
      Participants for purposes of tracking the number of Restricted Stock Units
      awarded under this Program, together with any additional Restricted Stock Units
      credited to such accounts in respect of Dividend Equivalents, in accordance
      with
      Section 4.02 below.  The Company may, in its sole discretion, create
      one or more subaccounts under any such bookkeeping account to reflect Restricted
      Stock Units whose underlying shares of Stock may be subject to different
      distribution schedules or otherwise as necessary or convenient to the
      administration of this Program (such hypothetical accounts, together with any
      subaccounts thereunder, the “Accounts”).  Except
      as expressly provided in Section 4.03 below (with regard to a Trust), neither
      this Program nor any of the Accounts established hereunder shall hold any shares
      of Stock or give any Participant or Beneficiary any right, interest or claim
      in
      any particular assets of the Company or any Trust, other than that of a general,
      unsecured creditor.

    


    Section
      4.02 Crediting
      of Accounts.  Participants’ Accounts shall be credited as
      follows:

    


    
      	
              a)  

            	
              Restricted
                Stock
                Units.  On the date that any Stock Award to which an
                Initial Deferral Election hereunder pertains would be
                granted
                (absent an applicable Election), the Company shall credit the
                Account of the deferring Participant with a number of Restricted
                Stock
                Units equal to the number of shares of Stock deferred under such
                Stock
                Award;

            


    

     

    
      	
              b)  

            	
              Cash
                Dividends.  On the date that the Company pays any cash
                dividend in respect of outstanding shares of Stock, the Company shall
                credit each Participant’s Account with a number of full and fractional
                Restricted Stock Units equal to the quotient of (i) the number of
                Restricted Stock Units credited to such Account but not yet distributed,
                multiplied by the per share dollar amount of such dividend, divided
                by
                (ii) the Fair Market Value of a share of Stock on the date such dividend
                is paid (credited proportionately over any subaccounts, if
                applicable);

            


    

     

    
      	
              c)  

            	
              Stock
                Dividends.  On the date that the Company pays any Stock
                dividend in respect of outstanding shares of Stock, the Company shall
                credit each Account with a number of shares of full and fractional
                Restricted Stock Units equal to the product of (i) the number of
                Restricted Stock Units credited to such Account but not yet distributed,
                multiplied by (ii) the number of shares of Stock distributed with
                respect
                to such dividend per share of Stock;
                and

            


    

     

    
      	
              d)  

            	
              Other
                Distributions.  On the date that the Company pays any
                other type of distribution in respect of outstanding shares of Stock,
                the
                Company shall credit each Participant’s Account in an equitable manner
                based on the number of Restricted Stock Units held in such Account,
                as
                determined in the sole discretion of the
                Committee.

            


    

     

    Section
      4.03 Trust.  The
      Company may, in its sole discretion, establish a Trust for purposes of
      allocating funds to satisfy obligations arising under this
      Program.  The rights of Participants and Beneficiaries (if any) with
      respect to any assets so held in Trust (if any) shall be governed by the terms
      and conditions of the document(s) creating such Trust.

     

    ARTICLE
      V                               


     

     

    DISTRIBUTION

     

    Section
      5.01 Distribution
      of Shares.  Subject to Sections 5.02 and 5.03 below, shares of
      Stock underlying Restricted Stock Units issued under this Program (including
      any
      Restricted Stock Units issued in respect of rights to Dividend Equivalents)
      shall, to the extent vested as of any such date, be distributed in a single
      distribution upon the earliest to occur of: (i) the Participant’s Separation
      from Service; (ii) the occurrence of a “change of control event” (within the
      meaning of Section 409A), (iii) to the extent so elected by the Participant,
      the
      applicable Fixed-Date Distribution date (as may be adjusted in respect of any
      Re-Deferral Election); and (iv) the occurrence of the Participant’s death or
      disability (within the meaning of Section 409A) (any such date, a “Distribution
      Date”).  To the extent that any fractional Restricted Stock
      Units become distributable on a Distribution Date, such fractional Restricted
      Stock Units shall be distributed in cash.  To the extent that any
      outstanding Restricted Stock Units remain unvested as of an applicable
      Distribution Date (after taking into consideration any vesting which may occur
      in connection with the occurrence of such Distribution Date), then such
      Restricted Stock Units shall, to the extent not forfeited in connection with
      such distribution, be distributed as Restricted Stock, and the vesting schedule
      that applied to such Restricted Stock Units immediately prior to such
      distribution shall continue to apply to such Restricted Stock.

    


    Section
      5.02 Unforeseeable
      Emergency.  If a Participant experiences an Unforeseeable
      Emergency, the Committee may, in its sole discretion, permit an early
      distribution of that portion of such Participant’s Account reasonably necessary
      to satisfy the emergency need giving rise to the Unforeseeable
      Emergency,  including any taxes or penalties reasonably anticipated to
      result from such distribution and taking into consideration any funds that
      may
      become available as a result of the termination of such Participant’s existing
      Election(s) in connection with such distribution.  If the
      Participant’s Account is comprised of one or more subaccounts, the Committee
      shall determine, in its sole discretion, from which subaccount such amounts
      shall be distributed.  If a Participant takes a distribution pursuant
      to this Section 5.02, any existing Elections by such Participant shall
      immediately terminate with regard to Stock Awards not yet earned at the time
      of
      such distribution and the Participant shall only be eligible to make future
      Elections under this Program as determined by the Committee, in its sole
      discretion and in accordance with Section 409A.

    


    Section
      5.03 Specified
      Employees. Notwithstanding
      anything
      in this Program or any Election Form to the contrary, with respect to any
      Participant who is a Specified Employee at the time of such Participant’s
      Separation from Service, as determined in the sole discretion of the Committee,
      the distribution of such Participant’s Account (and all subaccounts) upon such
      Separation from Service shall, to the extent that such distribution upon a
      Separation from Service would be a prohibited distribution under Section
      409A(a)(2)(b)(i) of the Code, be delayed until the date which is six months
      and
      one day after the date on which such Separation from Service occurs (such
      delayed payment date, the “Specified Employee Payment
      Date”), provided,
      however, that to the extent
      that all or any portion of such Participant’s Account would have been
      distributed during the six-month period following such Separation from Service
      without regard to such Separation from Service, such amounts shall continue
      be
      distributed in accordance with such schedule without regard to this Section
      5.02, and any remaining balance in such Participant’s Account shall be
      distributed on the Specified Employee Payment Date.

    


     

    ARTICLE
      VI

     

     

    ADMINISTRATION

     

    Section
      6.01 Administration.   This
      Program shall be administered by the Committee in accordance with the provisions
      of Article 12 of the Plan.  Without limiting the generality of the
      foregoing, the Committee may delegate the administration of ministerial duties
      to one or more individuals or sub-committees and, in the event of such delegation,
      references to "Committee" herein shall be deemed to refer to the individuals
      or
      subcommittees to whom such delegation has been
      made.  References to the Committee throughout this Program
      shall be understood to refer to the appropriate administrative body as provided
      under this Section 6.01.

    


    Section
      6.02 Powers
      and Duties of the Committee.  Without limiting the generality
      of Article 12 of the Plan, the Committee, on behalf of Participants and their
      Beneficiaries, shall administer this Program in accordance with its terms,
      and
      shall have all powers necessary to accomplish its purposes, including, but
      not
      by way of limitation, the following:

    


    
      	
              a)  

            	
              To
                construe and interpret the terms and provisions of this Program and
                to
                make all factual determinations relevant to this
                Program;

            


    

     

    
      	
              b)  

            	
              To
                direct and instruct the trustee of any Trust (if the Company establishes
                a
                Trust), to the extent the Company is authorized or required to do
                so under
                this Program; and

            


    

     

    
      	
              c)  

            	
              To
                take all actions set forth in this Program
                document.

            


    

     

    


    Section
      6.03 Construction
      and Interpretation.  The Committee
      shall
      have full discretion to construe and interpret the terms and provisions of
      this
      Program, which construction and interpretation shall be final and binding on
      all
      parties, including but not limited to the Company and all Participants and
      Beneficiaries.

     

     

    ARTICLE
      VII                               


     

     

    BENEFICIARIES

     

    Section
      7.01 Beneficiaries.
      Each Participant shall have the right to designate one or more Beneficiaries
      to
      succeed to such Participant’s right to receive distributions hereunder in the
      event of such Participant’s death.

     

     

    ARTICLE
      VIII

     

     

    MISCELLANEOUS

     

    Section
      8.01 Adjustments.  Without
      limiting the generality of any provision of this Program, Article 11 of the
      Plan
      (pertaining to adjustments upon changes in capital structure and corporate
      transactions) is hereby expressly incorporated by reference into this
      Program.

    


    Section
      8.02 Unsecured
      General Creditors.  Participants
      and
      their Beneficiaries, heirs, successors, and assigns shall have no legal or
      equitable rights, claims, or interest in any specific property or assets of
      the
      Company or any Trust.  Any and all of the Company’s assets and any
      Trust’s assets shall be, and remain, the general unpledged, unrestricted assets
      of the Company, which shall be subject to the claims of the Company’s general
      creditors.  The Company’s obligations under this Program shall be
      merely that of an unfunded and unsecured promise of the Company to pay shares
      of
      Stock in the future, and the rights of the Participants and Beneficiaries shall
      be no greater than those of unsecured general creditors. It is the intention
      of
      the Company that this Program (and any Trust established in connection herewith)
      be unfunded for purposes of the Code and for purposes of Title I of
      ERISA.

    


    Section
      8.03 Section
      409A.  To the extent applicable, this Program, the Plan, all
      Election Forms and all other instruments evidencing amounts subject to this
      Program shall be interpreted in accordance with Section
      409A.  Notwithstanding any provision of this Program, the Plan, any
      Election Form or any other instrument evidencing amounts subject to this Program
      to the contrary, if the Committee determines that any amounts subject to this
      Program may be or become subject to taxes under Section 409A, the Committee
      may
      adopt such amendments to this Program, the Plan, any Election Form(s) and any
      other instruments relating to this Program or the Plan, and/or adopt other
      policies and procedures (including amendments, policies and procedures with
      retroactive effect), or take any other actions as the Committee determines
      are
      necessary or appropriate to (i) exempt such amounts from Section 409A, or (ii)
      comply with the requirements of Section 409A, in any case, to preserve the
      intended tax treatment of the such amounts.

    


    Section
      8.04 Restriction
      Against Assignment.  Except as otherwise
      provided herein or by law, no right or interest of any Participant or
      Beneficiary under this Program shall be assignable or transferable, in whole
      or
      in part, either directly or by operation of law or otherwise, including without
      limitation by execution, levy, garnishment, attachment, pledge or in any manner;
      no attempted assignment or transfer thereof shall be effective; and no right
      or
      interest of any Participant or Beneficiary under this Program shall be liable
      for, or subject to, any obligation or liability of such Participant. When a
      payment is due under this Program to a Participant or Beneficiary who is unable
      to care for his or her affairs, payment may be made directly to his or her
      legal
      guardian or personal representative.

    


    Section
      8.05 Withholding.
The
      Company shall have
      the authority and the right to deduct, withhold or require a Participant or
      Beneficiary to remit to the Company an amount sufficient to satisfy federal,
      state, local and foreign taxes (including without limitation any income and
      employment tax obligations) required by law to be withheld with respect to
      amounts payable under this Program.

    


    Section
      8.06 Program
      Subject to the Plan.
This Program
      is established under and controlled by the
      Plan.  The Program and all Restricted Stock Units and Dividend
      Equivalents awarded hereunder shall be subject to the terms and conditions
      of
      the Plan.

    


    Section
      8.07 Expenses.  The
      expenses of administering this Program shall be borne by the
      Company.

    


    Section
      8.08 No
      Rights
      as Stockholder. Except as expressly provided herein with respect to
      dividends, the right to receive Stock at a later date under this Program shall
      not entitle any person to rights of a stockholder with respect to such Stock
      unless and until such shares of Stock have been issued to such
      Participant.

    


    Section
      8.09 Amendment,
      Suspension or Termination.  The Board may
      amend, suspend or terminate this Program in whole or in part, at any time,
      except that no amendment, suspension or termination shall have any retroactive
      effect to reduce any amounts allocated to a Participant’s Account.

    


    Section
      8.10 Additional
      Authority.  The Board may,
      in its
      sole discretion, with respect to this Program and all matters arising hereunder,
      take any action permitted under Treas. Reg. 1.409A-3(j) or any successor
      provision thereto, as such provisions may be amended from time to time,
      including without limitation, terminate or liquidate the Program, whether or
      not
      in connection with a Change in Control.

    


    Section
      8.11 Release.  Any
      payment
      to a Participant or Beneficiary in accordance with the provisions of this
      Program shall, to the extent thereof, be in full satisfaction of all claims
      arising under, or with respect to, this Program against the Committee and the
      Company. The Company may require such Participant or Beneficiary, as a condition
      precedent to such payment, to execute and release in a form prescribed by the
      Company.

    


    Section
      8.12 Captions.  The
      captions contained in this Program are for convenience only and shall have
      no
      bearing on the meaning, construction or interpretation of the Program’s
      provisions.

    


    Section
      8.13 Validity.
       The invalidity or
      unenforceability of any provision of this Program shall not affect the validity
      or enforceability of any other provision of this Program, which shall remain
      in
      full force and effect.

    **


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, Kilroy
      Realty Corporation has caused this Program to be executed on this 26th day
      of
      December, 2007.

    


    


    KILROY
      REALTY CORPORATION

    


    


    By:
      ____________________________

    Name:

    Title:

    


    


    


    By:
      ____________________________

    Name:

    Title:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXHIBIT
      A

     

     

    [ELECTION
      FORM]