Amendment No. 4 to Boston Properties, Inc. 1997 Stock Option and Incentive Plan
This amendment, adopted by the Compensation Committee of Boston Properties, Inc., updates the company's 1997 Stock Option and Incentive Plan. It allows the plan administrator to adjust the number of shares and exercise prices of stock options if the company pays an extraordinary cash dividend, to ensure option holders are not adversely affected. The amendment was approved on March 30, 2005, and is certified by the company's secretary.
EXHIBIT 10.1
AMENDMENT NO. 4
TO THE
BOSTON PROPERTIES, INC.
1997 STOCK OPTION AND INCENTIVE PLAN,
AS AMENDED AND RESTATED ON JANUARY 24, 2000
The Boston Properties, Inc. 1997 Stock Option and Incentive Plan (the “Plan”), as amended and restated on January 24, 2000, as subsequently amended, is hereby further amended, by action of the Compensation Committee (the “Committee”) of the Board of Directors of Boston Properties, Inc. at a meeting of the Committee duly called and held on March 30, 2005, as follows:
Section 3(b) of the Plan is hereby amended by adding the following paragraph at the end thereof:
“The Administrator may also adjust the number of Shares subject to the Stock Options and the exercise prices thereof to take into consideration payment of an extraordinary cash dividend by the Company to its stockholders if it is determined by the Administrator that such adjustment is appropriate to avoid adverse impact to the optionees.”
IN WITNESS WHEREOF, the undersigned certifies that the Amendment set forth above was adopted by the Committee on March 30, 2005.
| /s/ FRANK D. BURT |
| Frank D. Burt, Secretary |
