Deferred Compensation Plan Master Plan Document

1.1

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Sponsor equal to the sum of (i) the Deferral Account balance and (ii) the 401(k) Restoration Matching Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. A “Pre-2005 Account” shall mean the amount standing to the credit of a Participant’s Account Balance as of December 31, 2004, as adjusted for deemed investment earnings, losses and distributions. A “Post-2004 Account” shall mean the amount credited to a Participant’s Account Balance after January 1, 2005, as adjusted for deemed investment earnings, losses and distributions.

1.2

“Annual Bonus” shall mean any compensation, in addition to Base Annual Salary, payable during the Plan Year to a Participant as an Employee under the Sponsor’s annual bonus and cash incentive plans, excluding stock options and restricted stock, which the Benefits Committee, in its sole discretion, determines to be eligible for deferral under this Plan.

1.3

“Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and Annual Bonus that a Participant defers in accordance with Article 3 for any one Plan Year. In the event of a Participant’s Retirement, death or a Separation from Service prior to the end of a Plan Year, such year’s Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.4

“Annual 401(k) Restoration Matching Amount” for any one Plan Year shall be the amount determined in accordance with Section 3.5.

1.5

“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the Account Balance of the Participant shall be calculated as of the close of business on or around the last business day of the Plan Year in which the Participant Retires and (ii) for remaining annual installments, the Account Balance of the Participant shall be calculated on every applicable anniversary of the last business day of the Plan Year in which the Participant Retired. The annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a ten (10) year Annual Installment Method, the first payment shall be 1/10 of the Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the Account Balance, calculated as described in this definition. The first annual installment payment shall be paid no later than fifteen (15) days after the last day of the Plan Year in which the Participant Retires. Remaining annual installments shall be paid no later than fifteen (15) days after the last day of the applicable Plan Year.

1.6

“Base Annual Salary” shall mean the annual cash compensation included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, restricted stock, relocation expenses, incentive payments, non-monetary awards, directors fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee’s gross income). Base Annual Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Sponsor and shall be calculated to include amounts not otherwise included in the Participant’s gross income under Code Sections 125, 132(f), 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Sponsor; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.7

“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 8, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.8

“Beneficiary Designation Form” shall mean the form established from time to time by the Benefits Committee that a Participant completes, signs and returns to the Benefits Committee to designate one or more Beneficiaries.

1.9

“Benefits Committee” shall mean the committee described in Article 11.

1.10

“Claimant” shall have the meaning set forth in Section 13.1.

1.11

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.12

“Compensation Committee” shall mean the Compensation Committee of the Board of Directors of Boston Properties, Inc.

1.13

“Deferral Account” shall mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii) amounts credited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s Deferral Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to his or her Deferral Account.

1.14

“Election Form” shall mean the form established from time to time by the Benefits Committee that a Participant completes, signs and returns to the Benefits Committee to make an election under the Plan.

1.15

“Employee” shall mean a person who is an employee of the Sponsor or an affiliate of the Sponsor.

1.16

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.17

“First Plan Year” shall mean the period beginning March 1, 2002 and ending December 31, 2002.

1.18

“401(k) Plan” shall be the Boston Properties Retirement Savings Plan as in effect from time to time.

1.19

“401(k) Restoration Matching Account” shall mean (i) the sum of all of a Participant’s Annual 401(k) Restoration Matching Amounts, plus (ii) amounts credited in accordance with all the applicable crediting and debiting provisions of this Plan that relate to the Participant’s 401(k) Restoration Matching Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s 401(k) Restoration Matching Account.

1.20

“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Benefits Committee, (v) who commences participation in the Plan, and (vi) whose participation in the Plan has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.21

“Plan” shall mean the Boston Properties Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from time to time.

1.22

“Plan Year” shall, except for the First Plan Year, mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.23

“Pre-Retirement Survivor Benefit” shall mean the benefit set forth in Article 6.

1.24

“Retirement,” “Retire(s)” or “Retired” shall mean, with respect to an Employee, the date a Separation from Service occurs for any reason other than a leave of absence or death, on or after the attainment of age fifty-five (55) with five (5) Years of Service.

1.25

“Retirement Benefit” shall mean the benefit set forth in Article 5.

1.26

“Separation from Service” or “Separates from Service” shall mean when the Employee and the Sponsor (or any affiliate thereof) reasonably anticipate that no further services would be performed by the Employee for such Sponsor (or any affiliate thereof) after a certain date or that

the level of bona fide services the Employee would perform for the Sponsor (or any affiliate thereof) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Employee for the Sponsor (or any affiliate thereof) over the immediately preceding 36-month period (or period of employment, if less than 36 months).

1.27

“Short-Term Payout” shall mean the payout set forth in Section 4.1.

1.29

“Sponsor” shall mean Boston Properties Limited Partnership, a Delaware limited partnership, and any successor to all or substantially all of the Sponsor’s assets or business.

1.30

“Termination Benefit” shall mean the benefit set forth in Article 7.

1.31

“Trust” shall mean one or more trusts, if any, established by the Sponsor in its sole discretion.

1.32

“Years of Service” shall mean the total number of full years in which a Participant has been employed by the Sponsor (or any affiliate thereof). For purposes of this definition, a year of employment shall be a 365 day period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. The Benefits Committee shall make a determination as to whether any partial year of employment shall be counted as a Year of Service.

2.1

Selection by Compensation Committee . Participation in the Plan shall be limited to a select group of management and highly compensated Employees of the Sponsor, as determined by the Compensation Committee in its sole discretion. From that group, the Compensation Committee shall select, in its sole discretion, Employees to participate in the Plan.

2.2

Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Benefits Committee an Election Form and a Beneficiary Designation Form, all within thirty (30) days after he or she is selected to participate in the Plan. In addition, the Benefits Committee shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3

Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in this Plan and required by the Benefits Committee, including returning all required documents to the Benefits Committee within the specified time period, that Employee shall commence participation in the Plan on the first day of the month following the month in which the Employee completes all enrollment requirements, provided that such Employee has not previously been eligible to participate in any other account balance deferred compensation plan of the Sponsor. If an Employee fails to meet all such requirements within the period required, in accordance with Section 2.2, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Benefits Committee of the required documents.

2.4

Termination of Participation and/or Deferrals . If the Compensation Committee determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Compensation Committee shall have the right, in its sole discretion, to prevent the Participant from making future deferral elections.

3.1

Minimum Deferrals .

(a)

Annual Deferral Amount . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, an aggregate minimum of $2,000 of Base Annual Salary and Annual Bonus. If an election is made for less than stated minimum amounts, or if no election is made, the amount deferred shall be zero.

(b)

Short Plan Year . Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, the minimum Annual Deferral Amount shall be an amount equal to the minimum set forth above, multiplied by a fraction, the numerator of which is the number of complete months remaining in the Plan Year and the denominator of which is 12.

3.2

Maximum Deferral .

(a)

Base Annual Salary and Annual Bonus . For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Annual Salary and Annual Bonus up to the maximum percentages established by the Benefits Committee from time to time. The Benefits Committee may impose additional limitations on any Participant’s Annual Deferral Amount in any Plan Year in which the Benefits Committee determines, in its sole discretion, that such additional limitation is in the best interests of the Sponsor.

(b)

Short Plan Year . Notwithstanding the foregoing, if an Employee first becomes a Participant after the first day of a Plan Year, the maximum Annual Deferral Amount (i) with respect to Base Annual Salary shall be limited to the amount of compensation not yet earned by the Participant as of the date the Participant submits an Election Form to the Benefits Committee for acceptance, and (ii) with respect to Annual Bonus shall be limited to those amounts which relate to services the Participant performed after the date the Participant submitted his or her Election Form to participate in the Plan.

3.3

Election to Defer; Effect of Election Form .

(a)

First Plan Year . In connection with a Participant’s commencement of participation in the Plan, the Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences participation in the Plan, along with such other elections as the Benefits Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Benefits Committee (in accordance with Section 2.2 above) and accepted by the Benefits Committee. A Participant shall designate on his or her Election Form whether all amounts deferred in such Plan Year are payable in the form of installments or in a lump sum upon Retirement and whether or not the Participant desires a Short-Term Payout. Such designation may be changed only to the extent provided in subsection (c) below.

(b)

Subsequent Plan Years . For each succeeding Plan Year, an irrevocable deferral election for that Plan Year, and such other elections as the Benefits Committee deems necessary or desirable under the Plan, shall be made by timely delivering to the Benefits Committee, in accordance with its rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made, a new Election Form. The Participant shall designate on such Election Form whether or not he or she desires a Short-Term Payout. If no such Election Form is timely delivered for a Plan Year, the