Form of Employee and Independent Director Incentive Stock Plan



 Exhibit 10.2 
  
 KBS REAL ESTATE INVESTMENT TRUST, INC. 
 FORM OF EMPLOYEE AND INDEPENDENT DIRECTOR INCENTIVE STOCK PLAN 
  

	1.	Establishment, Purpose and Types of Awards 

  
 KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), hereby establishes the KBS Real Estate Investment Trust,
Inc. Employee and Independent Director Incentive Stock Plan (the “Plan”). The purposes of the Plan are to promote the long-term growth and profitability of the Company by: 
  
 (a) furnishing incentives to individuals chosen to receive share-based
awards because the Company considers them capable of improving the Company’s operations and increasing its profits; 
  
 (b) encouraging selected persons to accept or continue employment with the Company or any Advisor or an Affiliate of the Company or the Advisor; and

  
 (c) increasing the interest of the Company’s independent
directors in the Company’s welfare through their participation in the growth in the value of the Company’s shares of common stock. 
  
 The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonstatutory stock options), stock
appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards, or any combination of the foregoing. 
  

	2.	Definitions 

  
 Under this Plan, except where the context otherwise indicates, the following definitions apply: 
  
 (a) “Administrator” means the Board or the committee or
officer(s) appointed by the Board that have authority to administer the Plan as provided in Section 3 hereof. 
  
 (b) “Advisor” means the person or persons, if any, appointed, employed or contracted with by the Company from time to time and
responsible for directing or performing day-to-day business affairs or operations of the Company, including any person or persons to whom the Advisor subcontracts any of such functions. The initial Advisor is KBS Capital Advisors LLC. 
  
 (c) “Affiliate” means any person that controls, is
controlled by, or is under common control with another person. For this purpose, “control” shall be deemed to include ownership of 50% or more of the total combined voting power or value of al classes of stock or interests of an entity.

  
 (d) “Award” means any stock option, stock
appreciation right, stock award, phantom stock award, performance award, or other stock-based award. 
  
 (d) “Board” means the Board of Directors of the Company. 
  
 (e) “Change in Control” means: (i) the acquisition (other than from the Company) in one or more
transactions by any Person, as defined in this Section 2(e), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of 50% or more of (A) the then outstanding shares
of the securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of
a sale or other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination involving the Company if immediately after such
transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior
to such transaction, held the Company Voting Stock; provided, however, that for purposes of any Award or subplan that constitutes a “nonqualified deferred compensation plan,” within the meaning of Code section 409A, the
Administrator, in 
  

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 its discretion, may specify a different definition of Change in Control in order to comply with the provisions of Code
section 409A. 
  
 For purposes of this Section 2(e) only, a
“Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Company and
by entities controlled by the Company or an underwriter of the Common Stock in a registered public offering. 
  
 (f) “Code” means the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder. 
  
 (g) “Common Stock” means shares of common stock of the
Company, par value $0.01 per share. 
  
 (h) “Fair Market
Value” means, with respect to a share of the Company’s Common Stock for any purpose on a particular date, the value determined by the Administrator in good faith. However, if the Common Stock is registered under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended, and listed for trading on a national exchange or market, “Fair Market Value” means, as applicable, (i) either the closing price or the average of the high and low sale
price on the relevant date, as determined in the Administrator’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last sale price on the relevant date quoted on the
Nasdaq SmallCap Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the
Administrator’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other
source, selected by the Administrator. If no public trading of the Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock
does occur. For all purposes under this Plan, the term “relevant date” as used in this Section 2(h) means either the date as of which Fair Market Value is to be determined or the next preceding date on which public trading of
the Common Stock occurs, as determined in the Administrator’s discretion. 
  
 (i) “Grant Agreement” means a written document memorializing the terms and conditions of an Award granted pursuant to the Plan, which document shall incorporate the terms of the Plan. 
  

	3.	Administration 

  
 (a) Administration of the Plan. The Plan shall be administered by the Board or by such committee or committees as may be appointed by the Board
from time to time. To the extent allowed by applicable state law, the Board by resolution may authorize an officer or officers to grant Awards (other than Stock Awards) to other persons, and, to the extent of such authorization, such officer or
officers shall be the Administrator. 
  
 (b) Powers of the
Administrator. The Administrator shall have all the powers vested in it by the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to grant Awards under the Plan, prescribe Grant Agreements evidencing such
Awards and establish programs for granting Awards. 
  
 The
Administrator shall have full power and authority to take all other actions necessary to carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i) determine the eligible persons to whom, and the time or
times at which Awards shall be granted; (ii) determine the types of Awards to be granted; (iii) determine the number of shares to be covered by or used for reference purposes for each Award; (iv) impose such terms, limitations,
restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v) modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards and substitute new Awards (provided however, that,
except as provided in Section 6 or 7(d) of the Plan, any modification that would 
  

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 materially adversely affect any outstanding Award shall not be made without the consent of the holder);
(vi) accelerate or otherwise change the time in which an Award may be exercised or becomes payable and waive or accelerate the lapse, in whole or in part, of any restriction or condition with respect to such Award, including, but not limited
to, any restriction or condition with respect to the vesting or exercisability of an Award following termination of any grantee’s employment or other relationship with the Company; (vii) establish objectives and conditions, if any, for
earning Awards and determining whether Awards will be paid with respect to a performance period; and (viii) for any purpose, including but not limited to, qualifying for preferred tax treatment under foreign tax laws or otherwise complying with
the regulatory requirements of local or foreign jurisdictions, to establish, amend, modify, administer or terminate sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans. 
  
 The Administrator shall have full power and authority, in its sole and
absolute discretion, to administer, construe and interpret the Plan, Grant Agreements and all other documents relevant to the Plan and Awards issued thereunder, to establish, amend, rescind and interpret such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the conduct of its business as the Administrator deems necessary or advisable, and to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent the Administrator shall deem it desirable to carry it into effect. 
  
 (c) Non-Uniform Determinations. The Administrator’s determinations under the Plan (including without limitation, determinations of the persons
to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such Awards) need not be uniform and may be made by the Administrator selectively among persons who receive,
or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. 
  
 (d) Limited Liability. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made
in good faith relating to the Plan or any Award thereunder. 
  
 (e) Indemnification. To the maximum extent permitted by law and by the Company’s charter and by-laws, the members of the Administrator shall be indemnified by the Company in respect of all their activities under the Plan.

  
 (f) Effect of Administrator’s Decision. All
actions taken and decisions and determinations made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and
binding on all parties concerned, including but not limited to the Company, its stockholders, any participants in the Plan, and their respective successors in interest. 
  

	4.	Shares Available for the Plan; Maximum Awards 

  
 On any given date, the maximum number of shares of Common Stock with respect to which Awards may be made pursuant to the Plan shall be equal to the number
of shares of Common Stock which, when added to the number of shares of Common Stock subject to other Awards outstanding as of such date and the number of shares of Common Stock previously issued with respect to Awards granted under the Plan, shall
be equal to 5% of the Company’s outstanding shares of Common Stock on a fully diluted basis as of such date; provided, however, that such number of shares may not exceed 10,000,000 shares of Common Stock, subject to adjustments as provided in
Section 7(d) of the Plan; and provided further, that no more than an aggregate of 10,000,000 shares of Common Stock may be issued pursuant to incentive stock options intended to qualify under Code section 422. The Company shall reserve such
number of shares for Awards under the Plan, subject to adjustments as provided in Section 7(d) of the Plan. If any Award, or portion of an Award, under the Plan expires or terminates unexercised, becomes unexercisable, is settled in cash
without delivery of shares of Common Stock, or is forfeited or otherwise terminated, surrendered or canceled as to any shares, or if any shares of Common Stock are repurchased by or surrendered to the Company in connection with any Award (whether or
not such surrendered shares were acquired pursuant to any Award), or if any shares are withheld by the Company, the shares subject to such Award and the repurchased, surrendered and withheld shares shall 
  

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 thereafter be available for further Awards under the Plan; provided, however, that any such shares that are surrendered
to or repurchased or withheld by the Company in connection with any Award or that are otherwise forfeited after issuance shall not be available for purchase pursuant to incentive stock options intended to qualify under Code section 422. 

 
 Subject to adjustments as provided in Section 7(d) of the Plan, the
maximum number of shares of Common Stock subject to Awards of any combination that may be granted during any one fiscal year of the Company to any one individual under this Plan shall be limited to 1,000,000 shares; provided, however,
that such maximum number shall be 2,000,000 shares with respect to any individual during the first fiscal year that the individual is employed with the Company, the Advisor or an Affiliate or either. Such per-individual limit shall not be adjusted
to effect a restoration of shares of Common Stock with respect to which the related Award is terminated, surrendered or canceled. 
  

	5.	Participation 

  
 The Administrator, in its sole discretion, may grant Awards under the Plan to (a) employees of the Company, the Advisor, any Affiliate of the
Company or the Advisor, or any entity that provides services to the Company, (b) managers or directors of the Advisor or of entities that provide services to the Company or any Affiliate of the Company, (c) persons who perform bona fide
consulting or advisory services for the Company, the Advisor, any Affiliate or the Company, and (d) the Company’s Independent Directors (as defined in the Company’s charter). The Administrator may also grant Awards to a person in
connection with hiring, retention or otherwise, prior to the date the person first becomes eligible to participate in the Plan, provided that such Awards shall not become vested or exercisable, and no shares shall be issued to such person, prior to
the date the person first becomes eligible to participate in the Plan.  
  

	6.	Awards 

  
 The Administrator, in its sole discretion, establishes the terms of all Awards granted under the Plan. Awards may be granted individually or in tandem
with other types of Awards, concurrently with or with respect to outstanding Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement. The Administrator may permit or require a recipient of an Award to defer such
individual’s receipt of the payment of cash or the delivery of Common Stock that would otherwise be due to such individual by virtue of the exercise of, payment of, or lapse or waiver of restrictions respecting, any Award. If any such payment
deferral is required or permitted, the Administrator shall, in its sole discretion, establish rules and procedures for such payment deferrals. 
  
 (a) Stock Options. The Administrator may from time to time grant to eligible participants Awards of incentive stock options as that term is defined
in Code section 422 or nonstatutory stock options; provided, however, that Awards of incentive stock options shall be limited to employees of the Company or of any current or hereafter existing “parent
corporation” or “subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of the Company and any other individuals who are eligible to receive incentive stock options under the provisions of Code
section 422. Options intended to qualify as incentive stock options under Code section 422 must have an exercise price at least equal to Fair Market Value as of the date of grant, but nonstatutory stock options may be granted with an
exercise price less than Fair Market Value. No stock option shall be an incentive stock option unless so designated by the Administrator at the time of grant or in the Grant Agreement evidencing such stock option. 
  
 (b) Stock Appreciation Rights. The Administrator may from time to
time grant to eligible participants Awards of Stock Appreciation Rights (“SAR”). A SAR entitles the grantee to receive, subject to the provisions of the Plan and the Grant Agreement, a payment having an aggregate value equal to the
product of (i) the excess of (A) the Fair Market Value on the exercise date of one share of Common Stock over (B) the base price per share specified in the Grant Agreement, times (ii) the number of shares specified by the SAR, or
portion thereof, which is exercised. The base price per share specified in the Grant Agreement shall not be less than the lower of the Fair Market Value on the grant date or the exercise price of any tandem stock option Award to which the SAR is
related. Payment by the Company of the amount receivable upon any exercise of a SAR may be made by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the 
  

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 Administrator. If upon settlement of the exercise of a SAR a grantee is to receive a portion of such payment in shares of
Common Stock, the number of shares shall be determined by dividing such portion by the Fair Market Value of a share of Common Stock on the exercise date. No fractional shares shall be used for such payment and the Administrator shall determine
whether cash shall be given in lieu of such fractional shares or whether such fractional shares shall be eliminated. 
  
 (c) Stock Awards. The Administrator may from time to time grant restricted or unrestricted stock Awards to eligible participants in such amounts,
on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as it shall determine. A stock Award may be paid in Common Stock, in cash, or in a combination of Common
Stock and cash, as determined in the sole discretion of the Administrator. 
  
 (d) Phantom Stock. The Administrator may from time to time grant Awards to eligible participants denominated in stock-equivalent units (“phantom stock”) in such amounts and on such terms and
conditions as it shall determine. Phantom stock units granted to a participant shall be credited to a bookkeeping reserve account solely for accounting purposes and shall not require a segregation of any of the Company’s assets. An Award of
phantom stock may be settled in Common Stock, in cash, or in a combination of Common Stock and cash, as determined in the sole discretion of the Administrator. Except as otherwise provided in the applicable Grant Agreement, the grantee shall not
have the rights of a stockholder with respect to any shares of Common Stock represented by a phantom stock unit solely as a result of the grant of a phantom stock unit to the grantee. 
  
 (e) Performance Awards. The Administrator may, in its discretion, grant performance awards which become payable on
account of attainment of one or more performance goals established by the Administrator. Performance awards may be paid by the delivery of Common Stock or cash, or any combination of Common Stock and cash, as determined in the sole discretion of the
Administrator. Performance goals established by the Administrator may be based on the Company’s operating income or one or more other business criteria selected by the Administrator that apply to an individual or group of individuals, a
business unit, or the Company as a whole, over such performance period as the Administrator may designate. 
  
 (f) Profits Interest Units. The Administrator may from time to time grant an award of an interest in the profits and gains of KBS Limited
Partnership, the Company’s operating partnership (such awards, “Profits Interest Units”), to eligible participants in such amount and subject to such terms and conditions as may be determined by the Administrator; provided,
however, that Profits Interest Units may only be issued to a participant for the performance of services to or for the benefit of KBS Limited Partnership in the participant’s capacity as a partner of KBS Limited Partnership or in anticipation
of such participant’s becoming a partner of KBS Limited Partnership. 
  
 (g) Other Stock-Based Awards. The Administrator may from time to time grant other stock-based awards to eligible participants in such amounts, on such terms and conditions, and for such consideration, including
no consideration or such minimum consideration as may be required by law, as it shall determine. Other stock-based awards may be denominated in cash, in Common Stock or other securities, in stock-equivalent units, in stock appreciation units, in
securities or debentures convertible into Common Stock, or in any combination of the foregoing and may be paid in Common Stock or other securities, in cash, or in a combination of Common Stock or other securities and cash, all as determined in the
sole discretion of the Administrator. 
  

	7.	Miscellaneous 

  
 (a) Withholding of Taxes. Grantees and holders of Awards shall pay to the Company, the Advisor or an Affiliate or either, or make provision
satisfactory to the Administrator for payment of, any taxes required to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company, the Advisor or an Affiliate of either may, to the
extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the grantee or holder of an Award. In the event that payment to the Company, the Advisor or an Affiliate of such tax obligations is made in shares
of Common Stock, such shares shall be valued at Fair Market Value on 
  

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 the applicable date for such purposes and shall not exceed in amount the minimum statutory tax withholding obligation.

  
 (b) Loans. To the extent otherwise permitted by law,
the Company, the Advisor or an Affiliate of either may make or guarantee loans to grantees to assist grantees in exercising Awards and satisfying any withholding tax obligations. 
  
 (c) Transferability. Except as otherwise determined by the Administrator, and in any event in the case of an
incentive stock option or a stock appreciation right granted with respect to an incentive stock option, no Award granted under the Plan shall be transferable by a grantee otherwise than by will or the laws of descent and distribution. Unless
otherwise determined by the Administrator in accord with the provisions of the immediately preceding sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or, during the period the grantee is under a legal
disability, by the grantee’s guardian or legal representative. 
  
 (d) Adjustments for Corporate Transactions and Other Events. 
  

	 	(i)	Stock Dividend, Stock Split and Reverse Stock Split. In the event of a stock dividend of, or stock split or reverse stock split affecting, the Common Stock, (A) the
maximum number of shares of such Common Stock as to which Awards may be granted under this Plan and the maximum number of shares with respect to which Awards may be granted during any one fiscal year of the Company to any individual, as provided in
Section 4 of the Plan, and (B) the number of shares covered by and the exercise price and other terms of outstanding Awards, shall, without further action of the Board, be adjusted to reflect such event. The Administrator may make
adjustments, in its discretion, to address the treatment of fractional shares and fractional cents that arise with respect to outstanding Awards as a result of the stock dividend, stock split or reverse stock split. 

  

	 	(ii)	Non-Change in Control Transactions. Except with respect to the transactions set forth in Section 7(d)(i), in the event of any change affecting the Common Stock, the
Company or its capitalization, by reason of a spin-off, split-up, dividend, recapitalization, merger, consolidation or share exchange, other than any such change that is part of a transaction resulting in a Change in Control of the Company, the
Administrator, in its discretion and without the consent of the holders of the Awards, may make (A) appropriate adjustments to the maximum number and kind of shares reserved for issuance or with respect to which Awards may be granted under the
Plan, in the aggregate and with respect to any individual during any one fiscal year of the Company, as provided in Section 4 of the Plan; and (B) any adjustments in outstanding Awards, including but not limited to modifying the number,
kind and price of securities subject to Awards. 

  

	 	(iii)	Change in Control Transactions. In the event of any transaction resulting in a Change in Control of the Company, outstanding stock options and other Awards that are payable
in or convertible into Common Stock under this Plan will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction for the continuation or assumption of such Awards by, or for the
substitution of the equivalent awards of, the surviving or successor entity or a parent thereof. In the event of such termination, (A) the outstanding stock options and other Awards that will terminate upon the effective time of the Change in
Control shall become fully vested immediately before the effective time of the Change in Control, and (B) the holders of stock options and other Awards under the Plan will be permitted, immediately before the Change in Control, to exercise or
convert all portions of such stock options or other Awards under the Plan that are then exercisable or convertible or which become exercisable or convertible upon or prior to the effective time of the 

  

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 Change in Control. If, immediately before the Change in Control, no stock of the Company is readily
tradeable on an established securities market or otherwise, and the vesting of an Award or Awards pursuant to this Section 7(d)(iii) would be treated as a “parachute payment” (as defined in section 280G of the Code), then such
Award or Awards shall not vest unless the requirements of the shareholder approval exemption of section 280G(b)(5) of the Code have been satisfied with respect to such Award or Awards. 
  

	 	(iv)	Unusual or Nonrecurring Events. The Administrator is authorized to make, in its discretion and without the consent of holders of Awards, adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the
Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 

  
 (e) Substitution of Awards in Mergers and Acquisitions. Awards may be
granted under the Plan from time to time in substitution for awards held by employees, officers, consultants, directors, managers or general partners of entities who become or are about to become employees, officers, consultants or directors of the
Company or an Affiliate of the Company as the result of a merger or consolidation of the employing entity with the Company or an Affiliate of the Company, or the acquisition by the Company or an Affiliate of the Company of the assets or stock of the
employing entity. The terms and conditions of any substitute Awards so granted may vary from the terms and conditions set forth herein to the extent that the Administrator deems appropriate at the time of grant to conform the substitute Awards to
the provisions of the awards for which they are substituted. 
  
 (f) Termination, Amendment and Modification of the Plan. The Board may terminate, amend or modify the Plan or any portion thereof at any time. Except as otherwise determined by the Board, termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. 
  
 (g) Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement thereunder shall confer any
right on an individual to continue in the service of the Company or shall interfere in any way with the right of the Company to terminate such service at any time with or without cause or notice and whether or not such termination results in
(i) the failure of any Award to vest; (ii) the forfeiture of any unvested or vested portion of any Award; and/or (iii) any other adverse effect on the individual’s interests under the Plan. 
  
 (h) No Trust or Fund Created. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the
Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company. 
  
 (i) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements entered into pursuant to the Plan, and of any rules,
regulations, determinations or decisions made by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all persons having or claiming to have any interest therein or thereunder, shall be determined exclusively in
accordance with applicable federal laws and the laws of the State of Maryland, without regard to its conflict of laws principles. 
  
 (j) Effective Date; Termination Date. The Plan is effective as of the date on which the Plan is adopted by the Board, subject to approval of the
stockholders within twelve months before or after such date. No Award shall be granted under the Plan after the close of business on the day immediately preceding the tenth anniversary of the effective date of the Plan, or if earlier, the tenth
anniversary of the date this Plan is approved by the stockholders. Subject to other applicable provisions of the Plan, all 
  

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 Awards made under the Plan prior to such termination of the Plan shall remain in effect until such Awards have been
satisfied or terminated in accordance with the Plan and the terms of such Awards. 
  
 PLAN APPROVAL 
  
 Date Approved by the
Board:                      
  
 Date Approved by the Stockholders:                     

  

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