Exhibit 4.1
THIRD AMENDMENT TO
KILROY REALTY
2006 INCENTIVE AWARD
PLAN
THIS THIRD AMENDMENT TO KILROY
REALTY 2006 INCENTIVE AWARD PLAN (this “ Third
Amendment ”), dated as of May 27, 2009 (the “
Amendment Effective Date ”), is made and adopted by
Kilroy Realty Corporation, a Maryland corporation (the “
Company ”). Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them
in the Plan (as defined below).
WHEREAS, the Company maintains the
Kilroy Realty 2006 Incentive Award Plan (the “ Plan
”);
WHEREAS, pursuant to
Section 14.1 of the Plan, the Plan may be amended by the
Committee at any time and from time to time with the approval of
the Board of Directors of the Company, provided , that
approval by the stockholders of the Company is required for any
amendment to the Plan that increases the number of shares of Stock
available under the Plan (other than certain adjustments under the
Plan); and
WHEREAS, the Company desires to
amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED,
that, subject to approval by the stockholders of the Company, the
Plan be and hereby is amended as follows:
1. Article 2 of the Plan is hereby
amended to incorporate a new section following Section 2.20,
renumbering each subsequent section accordingly, to read in its
entirety as follows:
“2.21 “Full Value
Award” means any Award other than (i) an Option,
(ii) a Stock Appreciation Right or (iii) any other Award
for which the Participant pays the intrinsic value existing as of
the date of grant (whether directly or by forgoing a right to
receive a payment from the Company), including any Restricted Stock
Award, Performance Share Award, Performance Stock Unit Award,
Dividend Equivalents Award, Stock Payment Award, Deferred Stock
Award, Restricted Stock Unit Award, Profits Interest Unit Award,
Other Incentive Award, Performance Bonus Award, or
Performance-Based Award, in each case, to the extent settled in
Stock.”
2. Section 2.25 of the Plan is
hereby deleted and replaced in its entirety with the
following:
“2.25 “Option”
means a right granted to a Participant pursuant to Article 5 hereof
to purchase a specified number of shares of Stock at a specified
price during specified time periods. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option and may also
be a Five-Year Option, a Ten-Year Option or a Premium
Option.”
3. Section 3.1(a) of the Plan
is hereby deleted and replaced in its entirety with the
following:
“(a) Subject to adjustment as
provided in Section 3.1(b) and Section 11 hereof, a total
of 3,130,000 shares of Stock shall be authorized for grants of
Awards under the Plan, subject to the limitations contained in this
Section 3.1(a) (the “ Share Limit ”).
Shares of Stock subject to Awards granted on or after the Amendment
Effective Date, shall be counted as follows:
(i) Awards of Options, Stock
Appreciation Rights or other Awards that do not constitute Full
Value Awards or Premium Options (as defined below) and that expire
more than five (5) years from the applicable date of grant
(“ 10-Year Options ”) shall be counted against
the Share Limit as 1.43 shares of Stock for every one
(1) share of Stock subject to such 10-Year Option;
(ii) Awards of Options, Stock
Appreciation Rights or other Awards that do not constitute Full
Value Awards or Premium Options and that expire five (5) years
or less from the applicable date
1
of grant (“ 5-Year
Options ”) shall be counted against the Share Limit as
1.23 shares of Stock for every one (1) share of Stock subject
to such 5-Year Option;
(iii) Awards of Options, Stock
Appreciation Rights or other Awards that do not constitute Full
Value Awards and that have an exercise price or strike price (as
applicable) equal to no less than 130% of Fair Market Value on the
applicable date of grant and that expire more than five
(5) years from the applicable date of grant (“
10-Year Premium Options ”) shall be counted against
the Share Limit as 1.25 shares of Stock for every one
(1) share of Stock subject to such 10-Year Premium
Option;
(iv) Awards of
