Pacific Office Properties Trust, Inc 2008 Directors' Stock Plan

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