**Exhibit 10.2****LIBERTY PROPERTY TRUST****STOCK OPTION****THIS STOCK OPTION**(the “Option”) is granted as of this                      day of                     , 200___byLIBERTY PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), to «Optionee»,(the “Optionee”).**W I T N E S S E T H:**1. Grant. The Company hereby grants to the Optionee an Option to purchase on theterms and conditions hereinafter set forth all or any part of an aggregate of                                 shares ofthe Company’s common shares of beneficial interest, $.001 par value per share (the “Option Shares”)at the purchase price of $                     per share (the “Option Price”). This Option is intended to bean “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986,as amended (the “Code”) to the extent permitted under the Code. To the extent that this Option isexercisable for the first time during any calendar year with respect to Option Shares having avalue (determined using as the per share value the fair market value of an Option Share on the datehereof) in excess of $100,000, or to the extent this Option is exercised after the period providedfor the exercise of “incentive stock options” under the Code, this Option shall be treated as anoption which is not an “incentive stock option.” This Option is granted pursuant to the LibertyProperty Trust Amended and Restated Share Incentive Plan (the “Plan”).
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2. Term.     (a) General Rule. The Option granted hereunder shall become exercisable with respectto (1) up to twenty percent (20%) of the Option Shares after the first anniversary of the datehereof, (2) up to fifty percent (50%) of the Option Shares after the second anniversary of the datehereof, and (3) one hundred percent (100%) of the Option Shares after the third anniversary of thedate hereof. Notwithstanding, the preceding sentence, upon the Optionee’s termination of servicesor employment with the Company or an Affiliate as a result of the Optionee’s death, Disability (asdefined in the Plan), any portion of the Option that is not otherwise exercisable shall becomeexercisable upon the date of such termination of services or employment with the Company or anAffiliate. The Option granted hereunder shall terminate in all events at 5:00 p.m. localPhiladelphia, Pennsylvania time ten years from the date hereof, unless sooner terminated undersubsection 2(e) below.     The Board of Trustees in its administrative capacity with respect to the Plan or, if sodesignated, any committee designated by the Board of Trustees to administer the Plan with respectto persons including Optionee is referred to in this Option as the “Committee”.     (b) Retirement.          (i) Notwithstanding subsection 2(a) above, and subject to subsection 2(c) below, in the eventthe Optionee terminates employment or service with the Company or an Affiliate, other than as aresult of Optionee’s death or Disability, after the Optionee has attained age 55 or 56, with atleast 10 years of employment or service
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for the Company or an Affiliate, at a time when the Option granted pursuant to this Award isnot fully exercisable under Section 2(a) above, the portion of the Option that would have becomeexercisable within the 12 month period after the Optionee’s termination of employment or servicewith the Company or an Affiliate shall become exercisable as of the date of the Optionee’stermination of employment or service with the Company or an Affiliate.          (ii) Notwithstanding subsection 2(a) above, and subject to subsection 2(c) below, in the eventthe Optionee terminates employment or service with the Company or an Affiliate other than as aresult of Optionee’s death or Disability after the Optionee has attained age 57 or 58, with atleast 8 years of employment or service for the Company or an Affiliate or attained age 59 or 60,with at least 6 years of employment or service for the Company or an affiliate, at a time when theOption granted pursuant to this Award is not fully exercisable under Section 2(a) above, theportion of the Option that would have become exercisable within the 24 month period after theOptionee’s termination of employment or service with the Company or an Affiliate shall becomeexercisable as of the date of the Optionee’s termination of employment or service with the Companyor an Affiliate.          (iii) Notwithstanding subsection 2(a) above, and subject to subsection 2(c) below, in theevent the Optionee terminates employment or service with the Company or an Affiliate other than asa result of Optionee’s death or Disability after the Optionee has attained age 61 or 62, with atleast 4 years of employment or service for the Company or an Affiliate, or attained age 63 or 64,with at least 2 years of employment or service for the Company or an Affiliate at a time when theOption
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granted pursuant to this Award is not fully exercisable under Section 2(a) above, the portionof the Option that would have become exercisable within the 36 month period after the Optionee’stermination of employment or service with the Company or an Affiliate shall become exercisable asof the date of the Optionee’s termination of employment or service with the Company or anAffiliate.          (iv) Notwithstanding subsection 2(a) above, and subject to subsection 2(c) below, in the eventthe Optionee terminates employment or service with the Company or an Affiliate other than as aresult of Optionee’s death or Disability after the Optionee has attained age 65 or older, with atleast one year of employment or service for the Company, at a time when the Option granted pursuantto this Award is not fully exercisable under Section 2(a) above, this Award shall become fullyexercisable as of the date of the Optionee’s termination of employment or service with the Companyor an Affiliate.     (c) Good Faith Retirement Determination. In order for the accelerated vestingreferred to in subsections 2(b)(i)-(iv) above to occur upon the termination of employment orservice of the Optionee with the Company or an Affiliate other than as a result of Optionee’s deathor Disability, the Committee must make an determination, evidenced by an affirmative action on thepart of the Committee, that such termination of employment or service constitutes termination ofemployment or other active for-profit service that is undertaken in good faith by the Optionee,meaning, among other factors that may be taken into account in the sole discretion of theCommittee, that the termination of employment or service is determined by the Committee, in itssole discretion, (A) not to be materially detrimental to the business interests of the Company;
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(B) not to result in a violation of any obligations of the Optionee to the Company; and (C) tobe motivated by the Optionee’s intention, following such termination, to cease working on a fulltime basis, for the Company or any other employer, or to provide any services, whether on aconsulting, independent contractor, employee or other basis to any entity engaged in the businessof owning, operating or developing commercial real estate. Absent such an affirmative action onthe part of the Committee, the accelerated vesting referred to in subsections 2(b)(i)-(iv) aboveshall not occur.     (d) Change of Control. Notwithstanding the foregoing, in the event there is a Changeof Control while the Optionee is employed by, or in the service of, the Company or an Affiliate andsubsequently Optionee’s service or employment is terminated by the Company other than “for cause”within two years following a Change of Control, any portion of the Option that is not otherwiseexercisable shall become exercisable upon the date of such termination of employment or servicewith the Company or an Affiliate.     (e) Early Termination of Options. Notwithstanding the provisions of subsection 2 (a),all right to exercise this Option shall terminate upon the first to occur of the following:          (i) The third month anniversary of the date of termination of the Optionee’s services oremployment with the Company or an Affiliate for any reason other than death, Disability orRetirement,          (ii) The thirty-sixth month anniversary of the date of termination of the Optionee’s servicesor employment with the Company or an Affiliate on account of
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death, Disability or Retirement. Any Option not exercised within the one (1) year period after thedate of termination of the Optionee’s services or employment with the Company or an Affiliate dueto a Disability shall be treated as a Non-Qualified Option. Any Option not exercised within thethree month anniversary date after the termination of the Optionee’s services or employment withthe Company or an Affiliate on accont of Retirement shall be treated as a Non-Qualified Option.          (iii) A finding by the Committee, after full consideration of the facts presented on behalfof both the Company and the Optionee, that the Optionee has breached his or her employment orservice contract with the Company or an Affiliate, or has been engaged in disloyalty to the Companyor an Affiliate, including, without limitation, fraud, embezzlement, theft, commission of a felonyor proven dishonesty in the course of his or her employment or service, or has disclosed tradesecrets or confidential information of the Company or an Affiliate. In such event, in addition toimmediate termination of the Option, the Optionee shall automatically forfeit all Shares for whichthe Company has not yet delivered the Share certificates upon refund by the Company of the OptionPrice. Notwithstanding anything herein to the contrary, the Company may withhold delivery of Sharecertificates pending the resolution of any inquiry that could lead to a finding resulting in aforfeiture.          (iv) The date, if any, set by the Board of Trustees as an accelerated expiration date in theevent of the liquidation or dissolution of the Company.3. Transfers. This Option is not transferable by the Optionee otherwise than by will orpursuant to the laws of descent and distribution in the event of the Optionee’s death (in whichevent the Option may be exercised by the heirs or legal representatives of the Optionee). Exceptas expressly set forth above in this Section 3, the Option may be exercised during the lifetime ofthe Optionee only by the Optionee. Any attempt at assignment, transfer, pledge or disposition ofthe Option contrary to the provisions
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hereof or the levy of any execution, attachment or similar process upon the Option other than asexpressly set forth above in this Section 3 shall be null and void and without effect. Anyexercise of the Option by a person other than the Optionee shall be accompanied by appropriateproofs of the right of such person to exercise the Option.4. Method of Exercise and Payment. When exercisable under Section 2, the Option maybe exercised by written notice to the Company’s Treasurer specifying the number of Option Shares tobe purchased and, unless the Option Shares are covered by a then current registration statement ora Notification under Regulation A under the Securities Act of 1933 (the “Act”), containing theOptionee’s acknowledgment in form and substance satisfactory to the Company, that the Optionee (a)is purchasing such Option Shares for investment and not for distribution or resale (other than adistribution or resale which, in the opinion of counsel satisfactory to the Company, may be madewithout violating the registration provisions of the Act), (b) has been advised and understandsthat (i) the Option Shares have not been registered under the Act and are “restricted securities”within the meaning of Rule 144 under the Act and are subject to restrictions on transfer and (ii)the Company is under no obligation to register the Option Shares under the Act or to take anyaction which would make available to the Optionee any exemption from such registration, (c) hasbeen advised and understands that such Option Shares may not be transferred without compliance withall applicable federal and state securities laws, and (d) has been advised and understands that anappropriate legend referring to the restrictions contained in this Option may be endorsed on thecertificate. The notice shall be accompanied by payment of the aggregate Option Price of theOption Shares being purchased (a) in cash, (b) by certified or cashier’s check payable to the orderof the Company, (c) subject to the terms of the Plan (including without limitation, Section 15 ofthe Plan) by payment through a broker in accordance with procedures permitted by Regulation T ofthe Federal Reserve Board or (d) by such
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other mode of payment as the Board may approve. Such exercise shall be effective upon the actualreceipt by the Company’s Treasurer of such written notice and payment. In addition, except asprovided below, the Optionee may make payment in whole or in part in common shares of beneficialinterest in the Company. If payment is made in whole or in part in such shares, then the Optioneeshall deliver to the Company certificates registered in the name of the Optionee representing suchshares legally and beneficially owned by the Optionee, free of all liens, claims and encumbrancesof every kind and having a fair market value (as determined under the Plan) on the date of deliverythat is at least as great as the Option Price of the Option Shares with respect to which thisOption is to be exercised by payment in such shares, accompanied by powers duly endorsed in blankby the Optionee. Notwithstanding the foregoing, the Committee, in its sole discretion, may refuseto accept Shares in payment of the Option Price or may impose such other limitations andprohibitions on the use of shares of beneficial interest in the Company to exercise this Option asit deems appropriate. In the event the Committee refuses to accept Shares in payment of the OptionPrice, any certificates representing Shares which were delivered to the Company shall be returnedto the Optionee with notice of the refusal of the Committee to accept such shares in payment of theOption Price.5. Adjustments on Changes in Capitalization. In the event that the outstandingshares of beneficial interest in the Company are changed by reason of a reorganization, merger,consolidation, recapitalization, reclassification, stock split-up, combination or exchange ofshares and the like (not including the issuance of shares on the conversion of other securities ofthe Company which are outstanding on the date of grant and which are convertible into such shares)or dividends payable in such shares, an equitable adjustment shall be made in the number of Sharesand price per Share subject to this Option in accordance with the applicable provisions of thePlan.
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6. Legal Requirements. If the listing, inclusion, registration or qualification ofthe Option Shares upon any securities exchange, in any automated quotation system, or under anyfederal or state law, or the consent or approval of any governmental regulatory body is necessaryas a condition of or in connection with the purchase of any Option Shares, the Company shall not beobligated to issue or deliver the certificates representing the Option Shares as to which thisOption has been exercised unless and until such listing, inclusion, registration, qualification,consent or approval shall have been effected or obtained. If registration is consideredunnecessary by the Company, the Company may cause a legend to be placed on the Option Shares beingissued calling attention to their having been acquired for investment and not having beenregistered.7. Plan Provisions; Administration. This Option has been granted pursuant to and issubject to the terms and provisions of the Plan. Subject to the provisions of the Plan, allquestions of interpretation and application of the Plan and this Option shall be determined by theCommittee. The Committee determination shall be final, binding and conclusive.8. Notices. Any notice to be given to the Company shall be in writing and shall beaddressed to the Treasurer of the Company at its principal executive office, and any notice to begiven to the Optionee shall be addressed to the Optionee at the address then appearing in therecords of the Company or the Affiliate of the Company relating to addresses of members of theBoard 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, madeand 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 servicesin the ordinary course of business, or two days following the day when deposited in the
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United States mails, by registered or certified mail, postage prepaid, return receipt requested,addressed as aforesaid. Notwithstanding the foregoing, any notice of exercise pursuant to Section4 shall be deemed to have been duly given, made or received only upon actual receipt by, or upontender of delivery to, the addressee of such notice.9. No Commitment to Retain. Nothing herein contained shall affect the right of theCompany or any Affiliate to terminate the Optionee’s services, responsibilities, duties, orauthority to represent the Company or any Affiliate at any time for any reason whatsoever.10. Amendment. The Board of Trustees of the Company shall have the right to amendthis Option, subject to the Optionee’s consent if such amendment is not favorable to the Optionee,except that the consent of the Optionee shall not be required for any amendment made underSubsection 8(e) (i) (E) or Section 10 of the Plan.11. Withholding of Taxes. Whenever the Company proposes or is required to deliver ortransfer Option Shares in connection with the exercise of this Option, the Company shall have theright to (a) require the Optionee to remit to the Company an amount sufficient to satisfy anyfederal, state and/or local withholding tax requirements prior to the delivery or transfer of anycertificate or certificates for such Option Shares or (b) take whatever action it deems necessaryto protect its interests with respect to tax liabilities.12. Notification of Company Upon Early Disposition of Option Shares. If, followingthe exercise of this Option in whole or in part, the Optionee disposes of any Option Shares withintwo years from the date of grant of this Option or within one year after the transfer of the OptionShares to the Optionee, the Optionee shall give notice in writing to theCommittee of such disposition and shall provide the Committee with such other information as theCommittee may reasonably request.
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**IN WITNESS WHEREOF**, the Company has granted this Option on the day and year first abovewritten.      **LIBERTY PROPERTY TRUST**