EXHIBIT 10.49
SECOND AMENDMENT
TO
SENIOR EXECUTIVE SEVERANCE
AGREEMENT
Second Amendment
(“ Amendment ”) made as of the 15
th
day of December,
2008 to the Senior Executive Severance Agreement (“
Severance Agreement ”) dated as of July 30, 1998,
as subsequently amended as of November 1, 2007, by and among
Boston Properties, Inc., a Delaware corporation with its principal
executive office in Boston, Massachusetts (the “
Company ”), Boston Properties Limited Partnership, a
Delaware limited partnership with its principal place of business
in Boston, Massachusetts (“BPLP”) (the Company and BPLP
shall be hereinafter collectively referred to as the
“Employers”), and Edward H. Linde of Weston,
Massachusetts (the “ Executive ”).
WHEREAS, the parties hereto desire
to amend the Severance Agreement further to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended; and
WHEREAS, the parties hereto desire
that this Amendment be deemed a modification and an amendment to
the Severance Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, the Employers and the
Executive agree as follows:
1. Section 4(a) of the
Severance Agreement is hereby amended by deleting the last sentence
thereof and substituting therefor the following:
“Such amount shall be paid in
one lump sum payment no later than thirty-one (31) days
following the Date of Termination; provided, however, that if the
Change in Control does not constitute a change in the ownership or
effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, within the
meaning of Section 409A of the Code, such amount shall be paid
in equal installments in accordance with the
