**Exhibit 10.3*****[Performance-based Vesting]***LIBERTY PROPERTY TRUST2008 LONG TERM INCENTIVE PLANTARGET 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 thegrant of Target Units.     B. The Compensation Committee of the Board of Directors (the “Committee”) has decided to makea Target Unit Award to the Participant as an inducement for the Participant to promote the bestinterests of the Company and its shareholders. The Participant may receive a copy of the Plan bycontacting ___, at ___.     NOW, THEREFORE, the parties to this Award, intending to be legally bound hereby, agree asfollows:1. Grant of Target Units. Subject to the terms and conditions set forth in this AwardAgreement, 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 theCommittee and set forth on the attached Exhibit A (the “Performance Goals”). Each TargetUnit 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 definedbelow). The Target Units granted hereunder are intended to qualify as “qualified performance-basedcompensation” 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 Sharespayable under this Award Agreement. The actual number of Common Shares that may be paid to theParticipant pursuant to this Award Agreement will depend on whether the Performance Goals areachieved and the satisfaction of other conditions as set forth below. The Committee shall not havediscretion to increase the number of Common Shares payable based upon achievement of thePerformance Goals, but the Committee may reduce the number of Common Shares that are payable basedupon the Committee’s assessment.2. Target Unit Account. The Company shall establish and maintain a Target Unit account asa bookkeeping account on its records (the “Target Unit Account”) for the Participant and shallrecord 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 ofthis 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 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; provided however, that thenumber of Target Units that shall become vested shall be determined based on satisfaction of thePerformance Goals. No vesting of the Target Units shall occur until the Committee has certifiedthe level of achievement of the Performance Goals, which certification shall occur as soon asadministratively practicable after the end of the applicable performance period, but not later thansixty (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 satisfythe Performance Goals shall be forfeited as of the Certification Date and the Participant shallhave no rights with respect to redemption of the portion of the Target Units that have becomeforfeited.     (b) Except as provided in subparagraph (c) below, if at any time prior to the CertificationDate the Participant’s employment or service with the Employer terminates for any reason other thandeath, Disability (as defined in the Plan) or Retirement (as defined in the Plan), all of theTarget Units subject to this Award Agreement will be immediately forfeited and the Participantshall have no rights with respect to the redemption of any portion of the Target Units.     (c) 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, Disability orRetirement, the Participant shall continue to earn the Target Units based on the level ofachievement of the Performance Goals as certified by the Committee, and shall receive payment ofthe Target Units as set forth herein. In order for the Participant to continue to earn the TargetUnits following the Participant’s termination of employment or service on account of Retirement asset forth 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 vesting of the Target Units referred to in thissubparagraph (c) shall not occur.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
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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 decisionsshall be conclusive as to any questions arising hereunder, and the Participant’s acceptance of thisgrant is the Participant’s agreement to be bound by the interpretations and decisions of theCommittee 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 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.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
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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 is not intended to constitute orresult in deferred compensation subject to the requirements of section 409A of the Code. However,to the extent any amount payable under this Award Agreement is subsequently determined toconstitute deferred compensation subject to the requirements of section 409A of the Code, thisAward Agreement shall be administered in accordance with the requirements of section 409A of theCode. In such case, distributions made under this Award Agreement may only be made in a manner andupon an event permitted by section 409A of the Code. To the extent that any provision of thisAward Agreement would cause a conflict with the requirements of section 409A of the Code, or wouldcause the administration of this Award Agreement to fail to satisfy the requirements of section409A of the Code, such provision shall be deemed null and void to the extent permitted byapplicable law. In no event shall the Participant, directly or indirectly, designate the calendaryear of distribution. For purposes of section 409A of the Code each payment made under this AwardAgreement shall be treated as a separate payment. This Award Agreement may be amended without theconsent of the Participant in any respect deemed by the Committee to be necessary in order topreserve 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**