0000893220-08-001406 Sample Contracts

LIBERTY PROPERTY TRUST 2008 LONG-TERM INCENTIVE PLAN EFFECTIVE AS OF JANUARY 1, 2008
2008 Long-Term Incentive Plan • May 8th, 2008 • Liberty Property Limited Partnership • Real estate • Pennsylvania

This Plan is intended to provide additional compensation for executive personnel who contribute materially to the continued growth, development and future business success of the Company. The Plan is a performance-based plan that utilizes (i) time-based vesting with respect to grants of stock options, and (ii) earnings targets based on specific and distinct performance measures over the Performance Period and Award Period as the measurement criteria for determining incentive compensation paid in the form of restricted stock units. The Company believes that the Plan will encourage Participants to contribute materially to the growth of the Company, thereby benefiting the Company’s shareholders, and aligning the economic interests of Participants with those of the shareholders. All capitalized terms used in this Article I shall have the meaning ascribed to them in Article II below.

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LIBERTY PROPERTY TRUST
Target Unit Award Agreement • May 8th, 2008 • Liberty Property Limited Partnership • Real estate • Pennsylvania

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”).

LIBERTY PROPERTY TRUST STOCK OPTION
Stock Option Agreement • May 8th, 2008 • Liberty Property Limited Partnership • Real estate

THIS STOCK OPTION (the “Option”) is granted as of this day of , 200___by LIBERTY PROPERTY TRUST, a Maryland real estate investment trust (the “Company”), to «Optionee», (the “Optionee”).

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