3. Vesting.(a) Except as provided in subparagraph (b) below, in order to become vested in the TargetUnits, the Participant must continue to be employed by, or providing service to the Employer (asdefined 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 shallbe determined based on satisfaction of the Performance Goals. No vesting of the Target Units shalloccur until the Committee has certified the level of achievement of the Performance Goals, whichcertification shall occur as soon as administratively practicable after the end of the applicableperformance period, but not later than sixty (60) days following the end of the applicableperformance period (the “Certification Date”). Any portion of the Target Units that do not becomevested because of the failure to fully satisfy the Performance Goals shall be forfeited as of theCertification Date and the Participant shall have no rights with respect to redemption of theportion of the Target Units that have become forfeited.(b) Except as provided in subparagraphs (c) and (d) below, if at any time prior to theRedemption Date the Participant’s employment or service with the Employer terminates for any reasonother than death, Disability (as defined in the Plan) or Retirement (as defined in the Plan), allof the Target Units subject to this Award Agreement will be immediately forfeited and theParticipant 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 orservice with the Company is terminated on account of the Participant’s Retirement and the Committeemakes the determination described in clause (ii) of this subparagraph (c), then the Participantshall continue to be eligible to earn the Target Units, subject to and based on the level ofachievement of the Performance Goals as certified by the Committee, and shall be eligible toreceive payment of the Target Units as set forth herein; provided, that the portion of theParticipant’s Target Units that the Participant shall be eligible to receive shall be determinedbased on the Participant’s age and term of employment with or service to the Company or anAffiliate 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 55or 56, with at least 10 years of employment or service for the Company or an Affiliate, theparticipant shall remain eligible to receive any Target Units as to which the applicable RedemptionDate had already occurred at the date of Retirement or will occur prior to or on the firstanniversary of the date of Retirement.(2) In the event the Participant’s Retirement occurs after the Participant has attained age 57or 58, with at least 8 years of employment or service for the Company or an Affiliate, theparticipant shall remain eligible to receive any Target Units as towhich the applicable Redemption Date had already occurred at the date of Retirement or willoccur 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 59or 60, with at least 6 years of employment or service for the Company or an Affiliate, theparticipant shall remain eligible to receive any Target Units as to which the applicable RedemptionDate had already occurred at the date of Retirement or will occur prior to or on the thirdanniversary of the date of Retirement.(4) In the event the Participant’s Retirement occurs after the Participant has attained age 61or 62, with at least 4 years of employment or service for the Company or an Affiliate, theparticipant shall remain eligible to receive any Target Units as to which the applicable RedemptionDate had already occurred at the date of Retirement or will occur prior to or on the thirdanniversary of the date of Retirement.(5) In the event the Participant’s Retirement occurs after the Participant has attained age 63or 64, with at least 2 years of employment or service for the Company or an Affiliate, theparticipant shall remain eligible to receive any Target Units as to which the applicable RedemptionDate had already occurred at the date of Retirement or will occur prior to or on the thirdanniversary of the date of Retirement.(6) In the event the Participant’s Retirement occurs after the Participant has attained age 65or older, the participant shall remain eligible to receive any Target Units as to which theapplicable Redemption Date had already occurred at the date of Retirement or will occur prior to oron the third anniversary of the date of Retirement.(ii) In order for the Participant to continue to remain eligible to earn the Target Unitsfollowing the Participant’s termination of employment or service on account of Retirement as setforth in this subparagraph (c), the Committee must make a determination, evidenced by anaffirmative action on the part of the Committee, that such termination of employment or serviceconstitutes termination of employment or other active for-profit service that is undertaken in goodfaith by the Participant, meaning, among other factors that may be taken into account in the solediscretion of the Committee, that the termination of employment or service is determined by theCommittee, in its sole discretion, (i) not to be materially detrimental to the business interestsof the Company, (ii) not to result in a violation of any obligations of the Participant to theCompany, and (iii) to be motivated by the Participant’s intention, following such termination, tocease 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 inthe business of owning, operating or developing commercial real estate. Absent such an affirmativeaction on the part of the Committee, the Participant shall not remain eligible to earn the TargetUnits 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 orservice with the Company is terminated on account of the Participant’s death, or Disability, theParticipant shall continue to be eligible to earn the Target Units based on the levelof achievement of the Performance Goals as certified by the Committee, and shall receivepayment 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 Dateor as soon as administratively practicable thereafter, but not later than thirty (30) daysfollowing the Certification Date (the “Redemption Date”). On the Redemption Date, all Target Unitsthat have vested will be redeemed and converted to an equivalent number of Common Shares, and theParticipant shall receive a single sum distribution of the Common Shares, which shall be issuedunder 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 paymentfor purposes of section 409A of the Code.5. Dividend Equivalents. Unless otherwise determined by the Committee, cash, CommonShares or other property equal in value to the dividends paid with respect to the Common Sharesunderlying the Target Units (the “Dividend Equivalents”) shall be payable subject to the samePerformance Goals and terms as the Target Units to which they relate. Dividend Equivalents shallbe credited with respect to the Target Units to the Participant’s Target Unit Account from theAward 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 accruemore than $                                         of such Dividend Equivalents during any calendar year.6. Non-Transferability of Target Unit Award. No Target Units or Dividend Equivalentsawarded 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 DividendEquivalent 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 theParticipant shall be null, void and without effect.7. No Rights as Shareholder. The Participant shall not have any rights as a shareholder ofthe Company, including the right to any cash dividends (except as provided in Paragraph 5), or theright to vote, with respect to any Target Units.8. Change of Control. The provisions set forth in the Plan applicable to a Change inControl (as defined in the Plan) shall apply to the Target Units. In the event of a Change inControl, the Committee may take such actions as it deems appropriate in accordance with the termsof 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 theterms, conditions and limitations of the Plan, which are incorporated herein by reference, and inall 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 thePlan will control. Except as otherwise defined in this Award Agreement, the terms used in thisAward Agreement shall have the meanings set forth in the Plan. The grant is subject to theinterpretations, regulations and determinations concerning the Plan established from time to timeby the Committee in accordance with the provisions of the Plan. The Committee shall have theauthority to interpret and construe the grant pursuant to the terms of the Plan, its decisionsshallbe conclusive as to any questions arising hereunder, and the Participant’s acceptance of this grantis the Participant’s agreement to be bound by the interpretations and decisions of the Committeewith 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 TargetUnits shall be subject to the condition that if at any time the Committee shall determine in itsdiscretion that the listing, registration or qualification of the Common Shares upon any securitiesexchange or under any state or federal law, or the consent or approval of any governmentalregulatory body is necessary or desirable as a condition of, or in connection with, the issue ofCommon 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 anyconditions not acceptable to the Committee. The issuance of the shares of Common Shares to theParticipant on the Redemption Date and the payment of cash to the Participant pursuant to thisgrant is subject to any applicable taxes and other laws or regulations of the United States or ofany state having jurisdiction thereof.(b) As a condition to receive any Common Shares on the Redemption Date, the Participant agreesto be bound by the Company’s policies regarding the transfer of the Common Shares and understandsthat there may be certain times during the year in which the Participant will be prohibited fromselling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwiseencumbering the Common Shares.(c) On, or as soon as administratively practicable following the Redemption Date, acertificate 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 otherarrangements satisfactory to the Employer to provide for the payment of, any federal, state, localor other taxes that the Employer is required to withhold with respect to the grant, vesting orredemption/distribution of the Target Units and Dividend Equivalents. Subject to Committeeapproval, the Participant may elect to satisfy any tax withholding obligation of the Company withrespect to the redemption of the Target Units by having Common Shares withheld up to an amount thatdoes 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 AwardAgreement shall not be deemed to constitute a contract of employment between the Company or theEmployer and the Participant. Such employment continues to be an “at will” employment relationshipthat can be terminated at any time for any reason, or no reason, with or without Cause (as definedin the Plan), and with or without notice, unless otherwise expressly provided for in theParticipant’s Employment Agreement (as defined in the Plan). Nothing in this Award Agreement shallbe deemed to give a Participant the right to be retained in the service of the Company or theEmployer, or to interfere in any way with any right of the Company or the Employer to discipline ordischarge the Participant at any time, subject to the terms of the Participant’s EmploymentAgreement (if applicable).13. Assignment by the Company. The rights and protections of the Company hereunder shallextend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, andaffiliates. 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 acknowledgesthat with respect to any right to payment pursuant to this grant, the Participant is and shall bean unsecured general creditor of the Company without any preference as against other unsecuredgeneral creditors of the Company, and the Participant hereby covenants for the Participant, andanyone at any time claiming through or under the Participant not to claim any such preference, andhereby disclaims and waives any such preference which may at any time be at issue, to the fullestextent permitted by applicable law.15. Application of Section 409A. This Award Agreement and the Target Units is not intendedto constitute or result in deferred compensation subject to the requirements of section 409A of theCode, by settling the Target Units within the short-term deferral exemption set forth in theregulations under section 409A of the Code, and this Award Agreement and the Target Units shall beinterpreted on a basis consistent with such intent. However, to the extent any amount payableunder this Award Agreement is subsequently determined to constitute deferred compensation subjectto the requirements of section 409A of the Code, this Award Agreement shall be administered inaccordance with the requirements of section 409A of the Code. In such case, distributions madeunder this Award Agreement may only be made in a manner and upon an event permitted by section 409Aof the Code. To the extent that any provision of this Award Agreement would cause a conflict withthe requirements of section 409A of the Code, or would cause the administration of this AwardAgreement to fail to satisfy the requirements of section 409A of the Code, such provision shall bedeemed 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 409Aof 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 bythe 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 inaccordance with the laws of the Commonwealth of Pennsylvania, without giving effect to theconflicts of laws provisions thereof.17. Notice. 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 Participant shall be addressed to the Participant at the address then appearing in therecords of the Company, or at such other address as either party hereafter may designate in writingto the other. Except as otherwise set forth herein, any such notice shall be deemed to have beenduly given, made and received only when personally delivered, or on the day delivery is guaranteedwhen transmitted, addressed as aforesaid, to a third party company or governmental entity providingdelivery services in the ordinary course of business, or two days following the day when depositedin the United States mails, by registered or certified mail, postage prepaid, return receiptrequested, 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 abovewritten.         **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 thePlan and this Award Agreement, and agree to be bound by the terms of the Plan and this AwardAgreement and the interpretations of the Committee with respect thereto.         ACKNOWLEDGED:           By:         Participant  
 
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**Exhibit A**