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Exhibit 10.37
 EQUITY OFFICE PROPERTIES TRUST
NON-QUALIFIED SHARE OPTION AGREEMENT
FOR EMPLOYEES
 NON-QUALIFIED SHARE OPTION AGREEMENT
 W I T N E S S E T H:
 WHEREAS,
 NOW, THEREFORE,
 1. Grant of Share Option
 2. Term of Share Option
 (a)
    
    Notwithstanding any other provision to the contrary, the Share Option shall
expire immediately and become null and void if (i) the Optionee violates any agreement
covering non-competition with the Company or any Subsidiary (as defined in the Plan),
(ii) the Optionees Service (as defined below) terminates for cause (as defined
below), or (iii) the Chief Legal Counsel determines that the Optionee committed acts
or omissions that would have been the basis for a termination of the Optionees
Service for cause had such acts or omissions been discovered prior to termination.
 (A)
    
    an Optionees Service shall continue until he or she is no
longer an employee, officer, trustee, director of the Company or an entity
that, at the time such Service terminates, is a Subsidiary (as such term is
defined under the Plan); and(B)
    
    cause shall consist of:
 (i)
    
    violations of the Companys drug and alcohol
policy;(ii)
    
    illegal, dishonest or unethical conduct;(iii)
    
    violations of the Companys anti-harassment
policy;(iv)
    
    threatening to commit or committing injury or
damage to customers, fellow employees, guests or company property; or




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(v)
    
    any other instance where the Compensation
Committee of the Board of Trustees (the Committee) deems there is
sufficient cause.
 (b)
    
    Subject to paragraph 2 (a) hereof, if the Optionees Service is terminated
other than: (i) for cause; (ii) because of the Optionees death, Disability (as defined
under the Plan) or retirement at or after his or her attainment of age 62; or (iii) as
a result of a Change in Control of the Company (as more particularly and specifically
defined in the Plan), the Share Option shall be exercisable only with respect to the
number of Shares that are vested and exercisable (as determined under Paragraph 4
hereof) on the date such Service terminates and shall expire three (3) months from the
date of the termination of the Optionees Service. From and after the effective date
of the termination of such Service, the Optionee shall be allowed to exercise the Share
Option with respect to the Shares that are vested and exercisable as of the effective
date of the termination, but only if the Optionee has satisfied any outstanding debts
or liabilities to the Company and has returned all Company property in his or her
possession. For purposes of this Agreement and the Plan, a Change in Control (as
more particularly and specifically defined in the Plan) shall be deemed to occur upon:
 (A)
    
    the acquisition by any entity, person or group of more than
thirty percent (30%) of the combined voting power of the outstanding voting
securities of Equity Office;(B)
    
    approval by shareholders of Equity Office of a merger,
consolidation or reorganization of Equity Office with one (1) or more other
entities, as a result of which the holders of all outstanding voting securities
of Equity Office immediately prior to such transaction hold less than seventy
percent (70%) of the combined voting power of the outstanding voting securities
of the surviving or resulting corporation in substantially the same relative
proportion as their ownership of the outstanding voting securities of Equity
Office immediately before the transaction and the incumbent members of the
Board of Trustees of Equity Office immediately before the transaction do not
constitute at least a majority of the members of the board of the resulting
corporation; or(C)
    
    approval by shareholders of Equity Office of a complete
liquidation or dissolution of Equity Office; or(D)
    
    the rejection by the voting beneficial owners of the
outstanding Shares of the entire slate of trustees proposed by the Board at a
single election of trustees; or(E)
    
    the rejection by the voting beneficial owners of the
outstanding Shares of one-half or more of the trustees proposed by the Board
over any two or more consecutive elections of trustees; or(F)
    
    approval by shareholders of Equity Office of an agreement for
the sale of substantially all of the assets of Equity Office other than to an entity of
which Equity Office directly or indirectly owns at least seventy percent
(70%) of the voting share.
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(c)
    
    If the Optionees Service terminates as the result of his or her death, the
Share Option shall become fully vested and will expire twelve (12) months following the
date of the Optionees death, but no later than the Expiration Date. The vested Share
Option shall be exercisable by the Optionees heirs, legatees or estate that receive
the Share Option, as determined by the Committee in accordance with the Plan and
Paragraph 6 hereof.(d)
    
    If the Optionees Service is terminated because of his Disability or retirement
at or after age 62 or as a result of a Change in Control of the Company, the Share
Option shall be immediately exercisable in full and shall expire on the Expiration
Date.
 3. Purchase Price .
 4. Exercise of Share Option
 (a)
    
    The Share Option shall be exercisable in accordance with a vesting schedule under which
_________ (_/_) of the Share Options will vest on each of _________. Notwithstanding
the foregoing, the Share Option shall become fully vested and immediately exercisable with
respect to all of the Shares if the Optionees Service is terminated as a result of his or her
death, Disability or retirement at or after his or her attainment of age 62 or as a result of
a Change in Control.(b)
    
    Once the Share Option becomes exercisable, the Optionee or such other persons
as are entitled to exercise the Share Option (as described in Paragraphs 2(c) and 6
hereof) may exercise the Share Option by providing written notice to exercise prior to
the Expiration Date to the attention of Fidelity Investments, or such other broker as
the Company shall identify in a written notice to Optionee as the Companys designated
broker for the Plan (the Designated Broker). Such written notice to exercise or
electronic transmission of notice to exercise shall be in a form acceptable to the
Designated Broker and may state that the Share Option is being exercised thereby and
the number of Shares in respect of which it is being exercised. Such written notice
shall be signed by the person or persons so exercising the Share Option and shall be
accompanied by payment in full of the purchase price for such Shares, together with any
required state, federal and payroll withholding taxes. Payments under this Paragraph 4
may be made (i) in cash, (ii) in Shares to be valued at the Fair Market Value thereof
(as defined under the Plan) on the date of such exercise, (iii) with other
consideration deemed to be acceptable by the Committee, or (iv) with a combination of
any of the foregoing means. If the Share Option shall be exercised by any person or
entity other than the Optionee, such written notice and payment must also be
accompanied by appropriate proof of the right of such person or entity to exercise the
Share Option. As soon as practicable following its receipt of sufficient written
notice, payment and any other required documentation, the Designated Broker shall
register, in the name of the person or entity exercising the Share Option, the
Shares purchased under the Share Option.
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(c)
    
    Notwithstanding any provision of this Agreement or the Plan to the contrary,
the Optionee or such other persons as are entitled to exercise the Share Option (as
described in Paragraphs 2(c) and 6 hereof) will be prohibited from exercising the Share
Option to the extent that the Chief Legal Counsel of the Company has determined that
purchases and sales of Company securities should be restricted because of the existence
or potential existence of material nonpublic information concerning the Company,
whether or not such determination has been communicated to the Optionee or such other
persons. If the Chief Legal Counsel of the Company has made such a determination and
the Optionee or such other persons give notice of an intent to exercise the Share
Option (and satisfy all other conditions to the exercise of the Share Option), the
Chief Legal Counsel shall advise the Optionee or such other persons concerning such
restrictions, and unless such notice is withdrawn, the effective time of the Optionees
exercise shall be postponed to the earlier of the date that the Chief Legal Counsel
determines that such restriction is no longer necessary with respect to exercises of
the Share Option or the day before the date that the Share Option expires.
 5. Adjustment of Shares Subject to the Share Option .
 6. Transferability .
 (a)
    
    by will or the laws of descent and distribution;(b)
    
    pursuant to a domestic relations order (as such term is defined under the
Internal Revenue Code (the Code)), to the extent not inconsistent with the applicable
provisions of the Code; or(c)
    
    pursuant to a transfer made by the Optionee during his or her lifetime to his
or her spouse, child or children, grandchild or grandchildren, or other family member
or to a trust for the benefit of one (1) or more of such family members, provided that:
(i) the transferee thereof shall hold such Share Option subject to all of the conditions and restrictions
contained herein and in the Plan; and (ii) as a condition of such transfer, the
Company may require the transferee to agree in writing (in a form acceptable to the
Committee) that the grant is subject to such conditions and restrictions.
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7. Withholding Taxes .
  (a)
    
    the person or entity exercising the Share Option may elect to satisfy all or
part of the foregoing tax withholding requirements by delivery of unrestricted Shares
having a Fair Market Value (as defined under the Plan) equal to the amount of taxes to
be so withheld; and(b)
    
    the Committee may permit any such delivery of Shares to be made by withholding
Shares otherwise issuable pursuant to the Share Option (in which event the date of
delivery shall be deemed to be the date the Share Option is exercised) having a Fair
Market Value (as defined in the Plan) equal to the amount of taxes to be withheld.
 8. Service Rights of Optionee .
 9. Shareholder Rights .
 10. Availability of Shares .
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11. Notices .
 12. Incorporation of the Plan .
 13. Interpretation .
 14. Enforceability .
 EQUITY OFFICE PROPERTIES TRUSTBy:
    Richard KincaidPresident and Chief Executive OfficerGRANTEE<<FIRSTNAME>> <<LASTNAME>> - 6 -