Exhibit
10.1


 


GOVERNMENT PROPERTIES INCOME TRUST


 


RESTRICTED SHARE AGREEMENT


 


This
Restricted Share Agreement (this “Agreement”) is made as of
                              ,
between                               
(the “Recipient”) and Government Properties Income 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 Recipient,
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 Recipient 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
                                  
of the year first following the date of this Agreement, a further one-fifth on
the
                                  
of the second year following the date of this Agreement, a further one-fifth on
the                                   
of the third year following the date of this Agreement and the final one-fifth
on the
                            
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 Recipient
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 Recipient, 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 Recipient ceases to render
such services.  The Company may exercise
such purchase option by delivering or mailing to the Recipient (or his or her
estate), at any time after the Recipient 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 or share statement relating
to the Shares shall prominently bear legends in substantially the following
terms:


 


“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 COMPANY’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 COMPANY.  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 COMPANY 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 COMPANY.”


 


Certificates
evidencing Shares and Shares not evidenced by certificates shall also bear or
contain, as applicable, legends and notations as may be required by the Company’s
incentive share plan or the Company’s declaration of trust, any applicable
supplement thereto or bylaws, each as in effect from time to time, or as the
Company may otherwise determine appropriate.


 


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
Recipient by reason of a grant of Shares, and the Recipient 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 Recipient 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 Recipient and the Company; provided, however, that any change or
modification that does not adversely affect the rights hereunder of the
Recipient, as they may exist immediately prior to the effective date of such
change or modification, may be adopted by the Company without 


 


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an
agreement in writing executed by the Recipient, and the Company shall give the
Recipient written notice of such change or modification reasonably promptly
following the adoption of such change or modification.


 


(b)           Binding Effect of the
Agreement.  This
Agreement shall inure to the benefit of, and be binding upon , the Company, the
Recipient 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 Recipient:

  	
   

  	
  To
  the Recipient’s address as set forth on the signature page hereof.

  
	
   

  	
   

  	
   

  
	
  To
  the Company:

  	
   

  	
  Government
  Properties Income 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, any affiliate of the Company to employ the Recipient,
nor is the Company, any affiliate of the Company obligated to continue
employing the Recipient by reason of this Agreement or the grant of shares to
the Recipient hereunder.


 


(g)           Applicable Law.  This Agreement shall be construed and
enforced in accordance with the laws of The Commonwealth of Massachusetts.


 


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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.


 


	
   

  	
   

  
	
   

  	
  GOVERNMENT
  PROPERTIES INCOME TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  RECIPIENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Address]