Exhibit 10.2





Exhibit 10.2




LIBERTY PROPERTY TRUST




2008 LONG TERM INCENTIVE PLAN




TARGET UNIT AWARD AGREEMENT




  This TARGET UNIT AWARD AGREEMENT (the “Award Agreement”), dated as of                     

 _____, 20
 _____ 

(the “Award Date”), is delivered by Liberty Property Trust, a Maryland real estate
investment trust (the “Company”), to                      (the “Participant”).



RECITALS




A. The Liberty Property Trust 2008 Long Term Incentive Plan (the “Plan”) provides for the
grant of Target Units.



B. The Compensation Committee of the Board of Directors (the “Committee”) has decided to make
a Target Unit Award to the Participant as an inducement for the Participant to promote the best
interests of the Company and its shareholders. The Participant may receive a copy of the Plan by
contacting                     , at                     .



NOW, THEREFORE, the parties to this Award, intending to be legally bound hereby, agree as
follows:



1. Grant of Target Units. Subject to the terms and conditions set forth in this Award
Agreement, the Company hereby grants to the Participant up to an aggregate maximum of                      units
(the “Target Units”), based on the achievement of the performance goals established by the
Committee and set forth on the attached Exhibit A (the “Performance Goals”). Each Target
Unit shall be a phantom right and shall be equivalent to one common share of beneficial ownership,
par value $0.001 per share, of the Company (the “Common Share”) on the Redemption Date (as defined
below). The Target Units granted hereunder are intended to qualify as “qualified performance-based
compensation” under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
The number of Target Units set forth in this Paragraph 1 is the maximum number of Common Shares
payable under this Award Agreement. The actual number of Common Shares that may be paid to the
Participant pursuant to this Award Agreement will depend on whether the Performance Goals are
achieved and the satisfaction of other conditions as set forth below. The Committee shall not have
discretion to increase the number of Common Shares payable based upon achievement of the
Performance Goals, but the Committee may reduce the number of Common Shares that are payable based
upon the Committee’s assessment.



2. Target Unit Account. The Company shall establish and maintain a Target Unit account as
a bookkeeping account on its records (the “Target Unit Account”) for the Participant and shall
record in such Target Unit Account the number of Target Units granted to the Participant. The
Participant shall not have any interest in any fund or specific assets of the Company by reason of
this grant or the Target Unit Account established for the Participant.


 


 









 





3. Vesting.



(a) Except as provided in subparagraph (b) below, in order to become vested in the Target
Units, the Participant must continue to be employed by, or providing service to the Employer (as
defined in the Plan) from the Award Date through the Redemption Date (as defined below);
provided, however, that the number of Target Units that shall become vested shall
be determined based on satisfaction of the Performance Goals. No vesting of the Target Units shall
occur until the Committee has certified the level of achievement of the Performance Goals, which
certification shall occur as soon as administratively practicable after the end of the applicable
performance period, but not later than sixty (60) days following the end of the applicable
performance period (the “Certification Date”). Any portion of the Target Units that do not become
vested because of the failure to fully satisfy the Performance Goals shall be forfeited as of the
Certification Date and the Participant shall have no rights with respect to redemption of the
portion of the Target Units that have become forfeited.



(b) Except as provided in subparagraphs (c) and (d) below, if at any time prior to the
Redemption Date the Participant’s employment or service with the Employer terminates for any reason
other than death, Disability (as defined in the Plan) or Retirement (as defined in the Plan), all
of the Target Units subject to this Award Agreement will be immediately forfeited and the
Participant shall have no rights with respect to the redemption of any portion of the Target Units.




(c)



(i) Notwithstanding any provision to the contrary herein, if the Participant’s employment or
service with the Company is terminated on account of the Participant’s Retirement and the Committee
makes the determination described in clause (ii) of this subparagraph (c), then the Participant
shall continue to be eligible to earn the Target Units, subject to and based on the level of
achievement of the Performance Goals as certified by the Committee, and shall be eligible to
receive payment of the Target Units as set forth herein; provided, that the portion of the
Participant’s Target Units that the Participant shall be eligible to receive shall be determined
based on the Participant’s age and term of employment with or service to the Company or an
Affiliate of the Company, as set forth in the following clauses (1) — (6):



(1) In the event the Participant’s Retirement occurs after the Participant has attained age 55
or 56, with at least 10 years of employment or service for the Company or an Affiliate, the
participant shall remain eligible to receive any Target Units as to which the applicable Redemption
Date had already occurred at the date of Retirement or will occur prior to or on the first
anniversary of the date of Retirement.



(2) In the event the Participant’s Retirement occurs after the Participant has attained age 57
or 58, with at least 8 years of employment or service for the Company or an Affiliate, the
participant shall remain eligible to receive any Target Units as to
which the applicable Redemption Date had already occurred at the date of Retirement or will
occur prior to or on the second anniversary of the date of Retirement.


 


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(3) In the event the Participant’s Retirement occurs after the Participant has attained age 59
or 60, with at least 6 years of employment or service for the Company or an Affiliate, the
participant shall remain eligible to receive any Target Units as to which the applicable Redemption
Date had already occurred at the date of Retirement or will occur prior to or on the third
anniversary of the date of Retirement.



(4) In the event the Participant’s Retirement occurs after the Participant has attained age 61
or 62, with at least 4 years of employment or service for the Company or an Affiliate, the
participant shall remain eligible to receive any Target Units as to which the applicable Redemption
Date had already occurred at the date of Retirement or will occur prior to or on the third
anniversary of the date of Retirement.



(5) In the event the Participant’s Retirement occurs after the Participant has attained age 63
or 64, with at least 2 years of employment or service for the Company or an Affiliate, the
participant shall remain eligible to receive any Target Units as to which the applicable Redemption
Date had already occurred at the date of Retirement or will occur prior to or on the third
anniversary of the date of Retirement.



(6) In the event the Participant’s Retirement occurs after the Participant has attained age 65
or older, the participant shall remain eligible to receive any Target Units as to which the
applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or
on the third anniversary of the date of Retirement.



(ii) In order for the Participant to continue to remain eligible to earn the Target Units
following the Participant’s termination of employment or service on account of Retirement as set
forth in this subparagraph (c), the Committee must make a determination, evidenced by an
affirmative action on the part of the Committee, that such termination of employment or service
constitutes termination of employment or other active for-profit service that is undertaken in good
faith by the Participant, meaning, among other factors that may be taken into account in the sole
discretion of the Committee, that the termination of employment or service is determined by the
Committee, in its sole discretion, (i) not to be materially detrimental to the business interests
of the Company, (ii) not to result in a violation of any obligations of the Participant to the
Company, and (iii) to be motivated by the Participant’s intention, following such termination, to
cease working on a full-time basis, for the Company or any other employer, or to provide services,
whether on a consulting, independent contractor, employee or other basis to any entity engaged in
the business of owning, operating or developing commercial real estate. Absent such an affirmative
action on the part of the Committee, the Participant shall not remain eligible to earn the Target
Units referred to in this subparagraph (c) and the Target Units will be immediately forfeited.



(d) Notwithstanding any provision to the contrary herein, if the Participant’s employment or
service with the Company is terminated on account of the Participant’s death, or Disability, the
Participant shall continue to be eligible to earn the Target Units based on the level
of achievement of the Performance Goals as certified by the Committee, and shall receive
payment of the Target Units as set forth herein.


 


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4. Redemption. The Target Units shall be redeemed by the Company on the Certification Date
or as soon as administratively practicable thereafter, but not later than thirty (30) days
following the Certification Date (the “Redemption Date”). On the Redemption Date, all Target Units
that have vested will be redeemed and converted to an equivalent number of Common Shares, and the
Participant shall receive a single sum distribution of the Common Shares, which shall be issued
under the Company’s Share Incentive Plan (as defined in the Plan) (or a successor plan thereto).
All redemptions pursuant to this Award Agreement and the Plan shall be deemed a separate payment
for purposes of section 409A of the Code.



5. Dividend Equivalents. Unless otherwise determined by the Committee, cash, Common
Shares or other property equal in value to the dividends paid with respect to the Common Shares
underlying the Target Units (the “Dividend Equivalents”) shall be payable subject to the same
Performance Goals and terms as the Target Units to which they relate. Dividend Equivalents shall
be credited with respect to the Target Units to the Participant’s Target Unit Account from the
Award Date until the Redemption Date. If and to the extent that the Target Units are forfeited,
all related Dividend Equivalents shall also be forfeited. In no event shall the Participant accrue
more than $                                         of such Dividend Equivalents during any calendar year.



6. Non-Transferability of Target Unit Award. No Target Units or Dividend Equivalents
awarded to the Participant under this Award Agreement may be transferred, assigned,pledged,
encumber or exercised by the Participant and a Target Unit shall be redeemed and a Dividend
Equivalent distributed during the Participant’s lifetime only for the benefit of the Participant .
Any attempt to transfer, assign, pledge, or encumber the Target Units or Dividend Equivalent by the
Participant shall be null, void and without effect.



7. No Rights as Shareholder. The Participant shall not have any rights as a shareholder of
the Company, including the right to any cash dividends (except as provided in Paragraph 5), or the
right to vote, with respect to any Target Units.



8. Change of Control. The provisions set forth in the Plan applicable to a Change in
Control (as defined in the Plan) shall apply to the Target Units. In the event of a Change in
Control, the Committee may take such actions as it deems appropriate in accordance with the terms
of the Plan and consistent with the requirements of section 409A of the Code.



9. Incorporation by Reference; Definitions. This Award Agreement shall be subject to the
terms, conditions and limitations of the Plan, which are incorporated herein by reference, and in
all respects shall be interpreted in accordance with the Plan. In the event of any contradiction,
distinction or difference between this Award Agreement and the terms of the Plan, the terms of the
Plan will control. Except as otherwise defined in this Award Agreement, the terms used in this
Award Agreement shall have the meanings set forth in the Plan. The grant is subject to the
interpretations, regulations and determinations concerning the Plan established from time to time
by the Committee in accordance with the provisions of the Plan. The Committee shall have the
authority to interpret and construe the grant pursuant to the terms of the Plan, its decisions
shall
be conclusive as to any questions arising hereunder, and the Participant’s acceptance of this grant
is the Participant’s agreement to be bound by the interpretations and decisions of the Committee
with respect to this grant and the Plan.


 


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10. Restrictions on Issuance or Transfer of Shares of Common Stock.



(a) The obligation of the Company to deliver Common Shares upon the redemption of the Target
Units shall be subject to the condition that if at any time the Committee shall determine in its
discretion that the listing, registration or qualification of the Common Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection with, the issue of
Common Shares, the Common Shares may not be issued in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee. The issuance of the shares of Common Shares to the
Participant on the Redemption Date and the payment of cash to the Participant pursuant to this
grant is subject to any applicable taxes and other laws or regulations of the United States or of
any state having jurisdiction thereof.



(b) As a condition to receive any Common Shares on the Redemption Date, the Participant agrees
to be bound by the Company’s policies regarding the transfer of the Common Shares and understands
that there may be certain times during the year in which the Participant will be prohibited from
selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise
encumbering the Common Shares.



(c) On, or as soon as administratively practicable following the Redemption Date, a
certificate representing the Common Shares that are redeemed shall be issued to the Participant.



11. Withholding. The Participant is required to pay to the Company, or make other
arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local
or other taxes that the Employer is required to withhold with respect to the grant, vesting or
redemption/distribution of the Target Units and Dividend Equivalents. Subject to Committee
approval, the Participant may elect to satisfy any tax withholding obligation of the Company with
respect to the redemption of the Target Units by having Common Shares withheld up to an amount that
does not exceed the minimum applicable withholding tax rate for federal (including FICA), state,
local and other tax liabilities.



12. No Rights to Continued Employment or Service. The terms and conditions of this Award
Agreement shall not be deemed to constitute a contract of employment between the Company or the
Employer and the Participant. Such employment continues to be an “at will” employment relationship
that can be terminated at any time for any reason, or no reason, with or without Cause (as defined
in the Plan), and with or without notice, unless otherwise expressly provided for in the
Participant’s Employment Agreement (as defined in the Plan). Nothing in this Award Agreement shall
be deemed to give a Participant the right to be retained in the service of the Company or the
Employer, or to interfere in any way with any right of the Company or the Employer to discipline or
discharge the Participant at any time, subject to the terms of the Participant’s Employment
Agreement (if applicable).



13. Assignment by the Company. The rights and protections of the Company hereunder shall
extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and
affiliates. This grant may be assigned by the Company without the Participant’s consent.


 


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14. Acknowledgment. By executing this Award Agreement, the Participant hereby acknowledges
that with respect to any right to payment pursuant to this grant, the Participant is and shall be
an unsecured general creditor of the Company without any preference as against other unsecured
general creditors of the Company, and the Participant hereby covenants for the Participant, and
anyone at any time claiming through or under the Participant not to claim any such preference, and
hereby disclaims and waives any such preference which may at any time be at issue, to the fullest
extent permitted by applicable law.



15. Application of Section 409A. This Award Agreement and the Target Units is not intended
to constitute or result in deferred compensation subject to the requirements of section 409A of the
Code, by settling the Target Units within the short-term deferral exemption set forth in the
regulations under section 409A of the Code, and this Award Agreement and the Target Units shall be
interpreted on a basis consistent with such intent. However, to the extent any amount payable
under this Award Agreement is subsequently determined to constitute deferred compensation subject
to the requirements of section 409A of the Code, this Award Agreement shall be administered in
accordance with the requirements of section 409A of the Code. In such case, distributions made
under this Award Agreement may only be made in a manner and upon an event permitted by section 409A
of the Code. To the extent that any provision of this Award Agreement would cause a conflict with
the requirements of section 409A of the Code, or would cause the administration of this Award
Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be
deemed null and void to the extent permitted by applicable law. In no event shall the Participant,
directly or indirectly, designate the calendar year of distribution. For purposes of section 409A
of the Code each payment made under this Award Agreement shall be treated as a separate payment.
This Award Agreement may be amended without the consent of the Participant in any respect deemed by
the Committee to be necessary in order to preserve compliance with section 409A of the Code.



16. Governing Law. This grant shall be deemed to be made under and shall be construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the
conflicts of laws provisions thereof.



17. Notice. Any notice to be given to the Company shall be in writing and shall be
addressed to the Treasurer of the Company at its principal executive office, and any notice to be
given to the Participant shall be addressed to the Participant at the address then appearing in the
records of the Company, or at such other address as either party hereafter may designate in writing
to the other. Except as otherwise set forth herein, any such notice shall be deemed to have been
duly given, made and received only when personally delivered, or on the day delivery is guaranteed
when transmitted, addressed as aforesaid, to a third party company or governmental entity providing
delivery services in the ordinary course of business, or two days following the day when deposited
in the United States mails, by registered or certified mail, postage prepaid, return receipt
requested, addressed as aforesaid.



[Signature Page Follows]




 


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[performance-based vesting]


IN WITNESS WHEREOF, the Company has granted this Target Unit on the day and year first above
written.



	 	 	 	 	 	 	 
	 	 	LIBERTY PROPERTY TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Print Name and Title:
	 	 






I hereby accept the Target Units described in this Award Agreement. I have read the terms of the
Plan and this Award Agreement, and agree to be bound by the terms of the Plan and this Award
Agreement and the interpretations of the Committee with respect thereto.



	 	 	 	 	 	 	 
	 	 	ACKNOWLEDGED:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Participant
	 	 






 


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Exhibit A

Performance Goals 





 


8