Ninth Amendment to CarrAmerica Realty Corporation



 Exhibit 10.3 
  
 Approved by Board of Directors 
 July 28, 2005 
  
 NINTH AMENDMENT TO 
 CARRAMERICA
REALTY CORPORATION 
 1997 STOCK OPTION AND
INCENTIVE PLAN, AS AMENDED 
  
 This Ninth Amendment (the “Ninth Amendment”) to the CarrAmerica Realty Corporation 1997 Stock Option and Incentive Plan, as amended (the “Plan”) is adopted as of July 28, 2005 by the Board of
Directors (the “Board”) of CarrAmerica Realty Corporation (the “Corporation”). 
  
 RECITALS 
  
 WHEREAS, the Board has determined that it is desirable and in the best interests of the Corporation to amend the Plan to permit the issuance of LTIP Units relating to the LTIP Units of the CarrAmerica Realty Operating Partnership, L.P; and

  
 WHEREAS, Section 15 of the Plan provides that the Plan may be
amended by the Board. 
  
 NOW, THEREFORE, BE IT RESOLVED, that the
Plan is amended as follows: 
  
 1. The following new defined
terms are hereby added to Section 2 of the Plan: 
  
 2.29 “Limited Partnership” means CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership. 
  
 2.30 “Limited Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of CarrAmerica Realty
Operating Partnership, L.P., as amended and restated from time to time. 
  
 2.31 “LTIP Unit” means an “LTIP Unit” as that term is defined in the Limited Partnership Agreement. LTIP Units may be granted in accordance with Section 26 of the Plan. 
  
 2. The definitions of “Grant” and “Grantee” are hereby
amended and restated to read as follows: 
  
 2.11
“Grant” means an award of an Option, Restricted Stock, Restricted Stock Unit, or LTIP Unit under the Plan. 







 2.13 “Grantee” means a person who receives a Grant under the Plan. 

 
 3. A new Section 26 entitled “LTIP Units” is hereby added
to the Plan to read as follows: 
  
 26. LTIP
UNITS 
  
 26.1 Grant of LTIP Units.

  
 The Committee is authorized to grant LTIP
Units, subject to such restrictions, conditions and other terms, if any, as the Committee may determine. Grants of LTIP Units may be made for no consideration. Each LTIP Unit will be deemed equivalent to an award of one share of Stock and will
reduce the availability of Stock under Section 4 of the Plan on a one-for-one basis. The Committee shall determine the fair market value of each LTIP Unit awarded under the Plan. The Company or a Subsidiary, as the case may be, shall have the right
to deduct from payments of any kind otherwise due to a Grantee any Federal, state or local taxes of any kind required to be withheld with respect to the grant, vesting, sale or payment of LTIP Units in the manner provided for other types of Grants
in Section 19. 
  
 26.2. Restrictions.

  
 At the time an award of LTIP Units is made,
the Committee may, in its sole discretion, establish a period of time (a “restricted period”) during which such LTIP Units shall be subject to restrictions. Each Grant of LTIP Units may be subject to a different restricted period. The
Committee may, in its sole discretion, at the time a grant of LTIP Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or partnership objectives or
individual performance objectives, which may be applicable to all or any portion of the LTIP Units. LTIP Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the
satisfaction of any other restrictions prescribed by the Committee with respect to such LTIP Units. 
  
 26.3. Rights of Holders of LTIP Units. 
  
 Unless the Committee otherwise provides in an Award Agreement, holders of LTIP Units shall have the right to receive any distributions
declared or paid with respect to such units. The Committee may provide in the Award Agreement that holders of LTIP Units shall have the right to vote such units. The Committee may provide in the Award Agreement that any distributions paid on LTIP
Units must be reinvested in LTIP Units, which may or may not 

  

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be subject to the same vesting conditions and restrictions applicable to such LTIP Units. All distributions, if any, received by a Grantee with respect to
restricted LTIP Units as a result of any stock split, stock dividend or distribution, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. 
  
 26.4. Termination of Employment. 
  
 Unless the Committee otherwise provides in an Award
Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s employment with the Company other than by reason of the Grantee’s death, any Grant to such Grantee covering LTIP Units that has not vested, or
with respect to which all applicable restrictions and conditions have not lapsed, shall immediately lapse and be forfeited. Upon forfeiture of any such LTIP Units, the Grantee shall have no further rights with respect to such Grant, including but
not limited to any right to vote LTIP Units or any right to receive distributions with respect to such Grant. If a Grantee dies while employed by the Company, all LTIP Units granted to such Grantee shall fully vest on the date of death, and shall be
transferred in accordance with the terms of the Grantee’s written beneficiary designation form, if any, or, if none, as may be provided by will or the laws of descent and distribution. 
  
 26.5 Adjustments of LTIP Units 
  
 Outstanding LTIP Units shall be subject to the adjustments
provided for Stock in Section 16 of the Plan, to the extent and in the manner that the Committee determines to be appropriate. 
  
 4. All capitalized terms used herein shall have the meanings assigned to them in the Plan. 
  
 5. Except as expressly amended hereby, the Plan remains in full force and effect. 
  

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 IN WITNESS WHEREOF, the Corporation has caused this Ninth Amendment to be signed by the undersigned, a
duly authorized officer of the Corporation, as of July 28, 2005. 
  

			
	 CarrAmerica Realty Corporation

		
	 By:
	 	 /s/ Linda A. Madrid


	 	 	 Linda A. Madrid

	 	 	 Managing Director,

	 	 	 General Counsel and Corporate Secretary



  

			
	 Attest:
	 	 /s/ Ann Marie Pulsch


	 	 	 Ann Marie Pulsch

	 	 	 Assistant Secretary


  

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