exv10w49






EXHIBIT 10.49




AMENDMENT NO. 1 TO NONQUALIFIED SHARE OPTION AGREEMENT




          This Amendment No. 1 to the Nonqualified Share Option Agreement (this “Amendment”) is made as
of [      ], 2011 by and between PS Business Parks, Inc. (the “Corporation”), and [     
] (the “Optionee”), an individual who holds certain share options granted under the Corporation’s
2003 Stock Option and Incentive Plan (the “Plan”).




          WHEREAS, the Optionee holds unexercised options to purchase [       ] shares of the
Corporation’s common stock, par value $.01 per share, at a price of $[       ] per share (the
“Option”) evidenced by an Option Agreement dated [       ] by and between the Corporation and the
Optionee (the “Option Agreement”); and




          WHEREAS, the Board of Directors of the Corporation has determined that it is in the best
interests of the Corporation to amend the Option Agreement to provide that the Option shall vest in
full effective as of the Corporation’s next annual meeting (the “Retirement Date”) and shall remain
exercisable for one year following the Retirement Date, unless the Option earlier expires pursuant
to its original term; and




          WHEREAS, the parties desire to so amend the Option Agreement;




          NOW, THEREFORE, for and in consideration of the foregoing and of the mutual covenants and
agreements set forth in this Amendment, the parties AGREE as follows:




          1. Section 3.1 of the Option Agreement is hereby amended and restated in its entirety:




               The Optionee may exercise the Option (subject to the limitations on exercise set forth in the
Plan or in this Option Agreement), in installments as follows: (i) prior to the first anniversary
of the Grant Date, the Option shall not be exercisable; (ii) on the first anniversary of the Grant
Date, the Option shall become exercisable with respect to one-fifth of the shares of Common Stock
subject to the Option; (iii) on the second anniversary of the Grant Date, the Option shall become
exercisable with respect to an additional one-fifth of the shares of Common Stock subject to the
Option; (iii) on the third anniversary of the Grant Date, the Option shall become exercisable with
respect to an additional one-fifth of the shares subject to the Option; (iv) on the fourth
anniversary of the Grant Date, the Option shall become exercisable with respect to an additional
one-fifth of the shares subject to the Option; and (v) on the fifth anniversary of the Grant Date,
the Option shall become exercisable with respect to the remaining shares of Common Stock subject to
the Option. The foregoing installments, to the extent not exercised, shall accumulate and be
exercisable, in whole or in part, at any time and from time to time, after becoming exercisable and
prior to the termination of the Option; provided, that no single exercise of the Option shall be
for less than 100 shares, unless the number of shares purchased is the total number at the time
available for purchase under this Option.



               Notwithstanding the foregoing vesting schedule, in the event that the Optionee is not
re-nominated for election to the Board because he or she would attain the age of 70 during such
subsequent Board term, the Option granted hereunder shall immediately vest and become exercisable
effective as of the Optionee’s retirement date, which shall be the date of the Corporation’s next
annual meeting (the “Retirement Date”), and shall remain exercisable for one years from the
Retirement Date unless the Option otherwise expires pursuant to its original term.



 









 





          2. Section 3.5 of the Option Agreement is hereby amended and restated in its entirety:




               Subject to Sections 3.1, 3.6 and 3.7 hereof, upon the termination of service (a “Service
Termination”) of the Optionee as a director of the Corporation, other than by reason of the
retirement, death or permanent and total disability of the Optionee, the Optionee shall have the
right at any time within 30 days after such Service Termination and prior to termination of the
Option pursuant to Section 3.4 above, to exercise, in whole or in part, any Option held by such
Optionee at the date of such Service Termination, to the extent such Option was exercisable
immediately prior to such Service Termination.



          3. Except as expressly provided herein, the terms and conditions of the Option Agreement shall
remain in full force and effect and shall be binding on the parties hereto.




               IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment, or have
caused this Amendment to be duly executed and delivered in their name and on their behalf, as of
the day and year first above written.



	 	 	 	 	 
	 	PS BUSINESS PARKS, INC.

 	 
	 	By:  	 	 
	 	 	 	 
	 	Its:  	 	 	 	 
	 
	 	OPTIONEE