Exhibit
10.2  Pacific
Office Properties Trust, Inc.
  2008 Directors’ Stock
Plan
  Restricted Stock Unit Award
Terms
  The
Participant specified below has been granted this Restricted Stock Unit Award
(“Award”) by Pacific
Office Properties Trust, Inc., a Maryland corporation (the “Company”), under the terms of
the Pacific
Office Properties Trust, Inc. 2008 Directors’ Stock Plan (the “Plan”).  The Award shall
be subject to the Plan as well as the following terms and conditions (the “Award Terms”):
  Section
1.  Award.  In
accordance with the Plan, the Company hereby grants to the Participant this
Award of Restricted Stock Units (each, an “RSU”) where each unit
represents the right to receive one share of Stock in the future as set forth in
Section 2. This Award is
in all respects limited and conditioned as provided herein.
  Section
2.  Terms of
Restricted Stock Unit Award.The following words
and phrases relating to the grant of the Award shall have the following
meanings:
  (a)  The
“Participant” is
[______________].
  (b)  The
“Grant Date” is
[______________].
  (c)  The
number of “RSUs” is
[______________].
  Except
where the context clearly implies to the contrary, any capitalized term in the
Award Terms shall have the meaning ascribed to that term under the
Plan.
  Section
3.  Restricted
Period.  The Award Terms evidences the Company’s grant to the
Participant as of the Grant Date, on the terms and conditions described in the
Award Terms and in the Plan, a number of RSUs, each of which represents the
right of the Participant, to receive
a share of Stock free of restrictions once the Restricted Period
ends.
  (a)  Subject
to Section 3(b) and 3(c), the “Restricted Period” for each
RSU shall begin on the Grant Date and end on [______________].
  (b)  Notwithstanding
Section 3(a), the Restricted Period
for the RSUs shall cease immediately, and the RSUs shall become immediately and
fully vested, upon (i) upon the Participant’s involuntary Termination of Service
following a Change in Control, or (ii) upon the Participant’s Termination of
Service due to Disability or death.
  (c)  In the
event the Participant’s Termination of Service occurs prior to the expiration of
the Restricted Period, other than as provided in subsection(b) above, the Participant
shall forfeit all rights, title and interest in and to any RSU still subject to
the Restricted Period as of the Participant’s Termination of Service
date.
  
 For
purposes of the Award Terms:  “Disability” shall mean that a
Participant (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering the Company’s
employees.
  Section
4.  Settlement
of Units.Delivery of Stock or other amounts under the Award Terms and the Plan
shall be subject to the following:
  (a)  Delivery of
Stock.  As soon as administratively practicable following the
earlier of the end of the Restricted Period the date of accelerated vesting as
described in Section 3,and in no case later than
seventy-four (74) days after the earlier of the end of the Restricted Period or
the date of accelerated vesting, the Company shall deliver to the Participant
one share of Stock free and clear of any Plan restrictions in settlement of each
RSU.  Subject to the preceding provisions of this paragraph, the
delivery date of the shares shall be determined in the discretion of the
Committee.
  (b)  Compliance with Applicable
Laws.Notwithstanding any other provision of the Award Terms or the
Plan, the Company shall have no obligation to deliver any Stock or make any
other distribution under this Award or the Plan unless such delivery or
distribution complies with all applicable laws (including, the requirements of
the Securities Act), and the applicable requirements of any securities exchange
or similar entity.
  (c)  Certificates.To the
extent that the Award Terms and the Plan provide for the issuance of Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange or
similar entity.
  Section
5.  Withholding.All deliveries of
shares of Stock or cash pursuant to this Award shall be subject to withholding
of all applicable taxes, if any.  The Company shall have the right to
require the Participant (or if applicable, permitted assigns, heirs or
Designated Beneficiaries) to remit to the Company an amount sufficient to
satisfy any tax requirements prior to the delivery date of any shares of Stock
under this Award.  At the election of the Participant, subject to the rules
and limitations as may be established by the Committee, such withholding
obligations may be satisfied through the surrender of shares of Stock which the
Participant already owns, or to which Participant is otherwise entitled under
the Plan.
  Section
6.  Non-Transferability
of Award.During the
Restricted Period, the Participant shall not sell, assign, transfer, pledge,
hypothecate, mortgage, encumber or dispose of any RSUs granted under this
Award.
  
 Section
7.  Dividends.  The
Participant shall be entitled to receive a payment equal to any cash dividends
and the value of any property distributions paid with respect to the RSUs (other
than dividends or distributions of securities of the Company which may be issued
with respect to its shares by virtue of any stock split, combination, stock
dividend or recapitalization – to the extent covered in Section 3.3 of the Plan) that
become payable during the Restricted Period (“Dividend Equivalents”); provided, however, that no
Dividend Equivalents shall be payable to or for the benefit of the Participant
with respect to record dates for such dividends or distributions occurring prior
to the Grant Date, or with respect to record dates for such dividends or
distributions occurring on or after the date, if any, on which the Participant
has forfeited the RSUs or the RSUs have become void.  Dividend
Equivalents shall be subject to the same restrictions applicable to the
underlying RSUs and shall be settled in cash at the same time as the underlying
RSUs.  Dividend Equivalents in respect of dividends paid on the Stock
on or after the earlier of the end of the Restricted Period or the date of
accelerated vesting, but before settlement thereof, will be paid to the
Participant at the same time as dividends are paid to holders of shares of
Stock.
  Section
8.  Voting
Rights.  The Participant shall not be a stockholder of record
with respect to the RSUs during the Restricted Period and shall have no voting
rights with respect to the RSUs until a stock certificate has been duly issued
or the issuance has been effected on a non-certificated basis as provided
herein.
  Section
9.  Heirs and
Successors.The Award Terms shall be binding upon, and inure to the benefit of, the
Company and its successors and assigns, and upon any person acquiring, whether
by merger, consolidation, purchase of assets or otherwise, all or substantially
all of the Company’s assets and business.  If any rights of the
Participant or benefits distributable to the Participant under this Award have
not been settled or distributed, respectively, at the time of the Participant’s
death, such rights shall be settled and payable to the Designated Beneficiary,
and such benefits shall be distributed to the Designated Beneficiary, in
accordance with the provisions of the Award Terms and the Plan.  The
“Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Participant in a
writing filed with the Committee in such form as the Committee may
require.  The designation of beneficiary form may be amended or
revoked from time to time by the Participant.  If a deceased
Participant fails to designate a beneficiary, or if the Designated Beneficiary
does not survive the Participant, any rights that would have been payable to the
Participant and shall be payable to the legal representative of the estate of
the Participant.  If a deceased Participant designates a beneficiary
and the Designated Beneficiary survives the Participant but dies before the
settlement of Designated Beneficiary’s rights under this Award, then any rights
that would have been payable to the Designated Beneficiary shall be payable to
the legal representative of the estate of the Designated
Beneficiary.
  Section
10.  Administration.The authority to
manage and control the operation and administration of this Award and the Plan
shall be vested in the Committee, and the Committee shall have all powers with
respect to this Award as it has with respect to the Plan.  Any
interpretation of the Award Terms or the Plan by the Committee and any decision
made by it with respect to the Award Terms or the Plan are final and binding on
all persons.
  
 Section
11.  Plan
Governs.Notwithstanding
anything in the Award Terms to the contrary, this Award shall be subject to the
terms of the Plan, a copy of which may be obtained by the Participant from the
office of the Secretary of the Company; and this Award is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee
from time to time pursuant to the Plan.  Notwithstanding anything in
the Award Terms to the contrary, in the event of any discrepancies between the
corporate records and the Award Terms, the corporate records shall
control.
  Section
12.  Not an
Employment Contract.The Award will
not confer on the Participant any right with respect to continuance of service
with the Company or any Subsidiary, nor will it interfere in any way with any
right the Company or any Subsidiary would otherwise have to terminate or modify
the terms of such Participant’s service at any time.
  Section
13.  No Rights
As Stockholder.The Participant shall not have any rights of a stockholder with respect
to the RSUs until a stock certificate has been duly issued or the issuance has
been effected on a non-certificated basis as provided herein.
  Section
14.  Amendment.The Award Terms may be
amended in accordance with the provisions of the Plan, and may otherwise be
amended by written agreement of the Participant and the Company without the
consent of any other person.
  Section
15.  Governing
Law.  This Award, the
Plan, and all actions taken in connection herewith shall be governed by and
construed in accordance with the laws of the State of Maryland without reference
to principles of conflict of laws, except as superseded by applicable federal
law.
  Section
16.  Section
409A Amendment.The Committee
reserves the right (including the right to delegate such right) to unilaterally
amend the Award Terms without the consent of the Participant in order to
maintain an exclusion from the application of, or to maintain compliance with,
Code Section 409A.  Participant’s acceptance of this Award constitutes
acknowledgement and consent to such rights of the Committee.
  [Signatures
follow]
   
  IN WITNESS WHEREOF, the
Company has caused the Award Terms to be executed in its name and on its behalf,
all as of the Grant Date and the Participant acknowledges acceptance of the
terms and conditions of the Award Terms.
  Pacific Office Properties Trust,
Inc.
  
 By:
 Its:
 
 
 Participant
 
 
 Date