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BOSTON PROPERTIES
Deferred Compensation Plan
MASTER PLAN DOCUMENT
EFFECTIVE MARCH 1, 2002
COPYRIGHT (C) 2001
BY CLARK/BARDES CONSULTING - COMPENSATION RESOURCE GROUP,
A DIVISION OF CLARK/BARDES CONSULTING, INC.
ALL RIGHTS RESERVED
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BOSTON PROPERTIES
Deferred Compensation Plan
MASTER PLAN DOCUMENT
TABLE OF CONTENTS
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PAGE
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PURPOSE ...............................................................................................1
ARTICLE 1 DEFINITIONS....................................................................................1
ARTICLE 2 SELECTION, ENROLLMENT, ELIGIBILITY.............................................................4
2.1 SELECTION BY COMPENSATION COMMITTEE............................................................4
2.2 ENROLLMENT REQUIREMENTS........................................................................4
2.3 ELIGIBILITY; COMMENCEMENT OF PARTICIPATION.....................................................4
2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................................................4
ARTICLE 3 DEFERRAL COMMITMENTS/ 401(k) RESTORATION MATCHING AMOUNTS/VESTING/CREDITING/TAXES..............5
3.1 MINIMUM DEFERRALS..............................................................................5
3.2 MAXIMUM DEFERRAL...............................................................................5
3.3 ELECTION TO DEFER; EFFECT OF ELECTION FORM.....................................................5
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS.........................................................6
3.5 ANNUAL 401(k) RESTORATION MATCHING AMOUNT......................................................6
3.6 VESTING........................................................................................6
3.7 CREDITING/DEBITING OF ACCOUNT BALANCES.........................................................6
3.8 FICA AND OTHER TAXES...........................................................................8
ARTICLE 4 SHORT-TERM PAYOUT; WITHDRAWAL ELECTION.........................................................8
4.1 SHORT-TERM PAYOUT..............................................................................8
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM.................................................9
4.3 WITHDRAWAL ELECTION............................................................................9
ARTICLE 5 RETIREMENT BENEFIT.............................................................................9
5.1 RETIREMENT BENEFIT.............................................................................9
5.2 PAYMENT OF RETIREMENT BENEFIT..................................................................9
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT................................................9
ARTICLE 6 PRE-RETIREMENT SURVIVOR BENEFIT...............................................................10
6.1 PRE-RETIREMENT SURVIVOR BENEFIT...............................................................10
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................................................10
ARTICLE 7 TERMINATION BENEFIT...........................................................................10
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7.1 TERMINATION BENEFIT...........................................................................10
7.2 PAYMENT OF TERMINATION BENEFIT................................................................10
ARTICLE 8 BENEFICIARY DESIGNATION.......................................................................10
8.1 BENEFICIARY...................................................................................10
8.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................10
8.3 ACKNOWLEDGEMENT...............................................................................11
8.4 NO BENEFICIARY DESIGNATION....................................................................11
8.5 DOUBT AS TO BENEFICIARY.......................................................................11
8.6 DISCHARGE OF OBLIGATIONS......................................................................11
ARTICLE 9 LEAVE OF ABSENCE..............................................................................11
9.1 PAID LEAVE OF ABSENCE.........................................................................11
9.2 UNPAID LEAVE OF ABSENCE.......................................................................11
ARTICLE 10 TERMINATION, AMENDMENT OR MODIFICATION........................................................12
10.1 TERMINATION...................................................................................12
10.2 AMENDMENT.....................................................................................12
10.3 DELEGATION TO BENEFITS COMMITTEE..............................................................12
10.4 EFFECT OF PAYMENT.............................................................................12
ARTICLE 11 ADMINISTRATION................................................................................12
11.1 BENEFITS COMMITTEE DUTIES.....................................................................12
11.2 AGENTS........................................................................................13
11.3 BINDING EFFECT OF DECISIONS...................................................................13
11.4 INDEMNITY OF BENEFITS COMMITTEE...............................................................13
11.5 SPONSOR INFORMATION...........................................................................13
ARTICLE 12 OTHER BENEFITS AND AGREEMENTS.................................................................13
12.1 COORDINATION WITH OTHER BENEFITS..............................................................13
ARTICLE 13 CLAIMS PROCEDURES.............................................................................13
13.1 PRESENTATION OF CLAIM.........................................................................13
13.2 NOTIFICATION OF DECISION......................................................................14
13.3 REVIEW OF A DENIED CLAIM......................................................................14
13.4 DECISION ON REVIEW............................................................................14
13.5 LEGAL ACTION..................................................................................15
ARTICLE 14 TRUST.........................................................................................15
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14.1 ESTABLISHMENT OF THE TRUST....................................................................15
14.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................15
14.3 DISTRIBUTIONS FROM THE TRUST..................................................................15
ARTICLE 15 MISCELLANEOUS.................................................................................15
15.1 STATUS OF PLAN................................................................................15
15.2 UNSECURED GENERAL CREDITOR....................................................................15
15.3 SPONSOR'S LIABILITY...........................................................................15
15.4 NONASSIGNABILITY..............................................................................15
15.5 NOT A CONTRACT OF EMPLOYMENT..................................................................16
15.6 FURNISHING INFORMATION........................................................................16
15.7 TERMS.........................................................................................16
15.8 CAPTIONS......................................................................................16
15.9 GOVERNING LAW.................................................................................16
15.10 NOTICE........................................................................................16
15.11 SUCCESSORS....................................................................................17
15.12 SPOUSE'S INTEREST.............................................................................17
15.13 VALIDITY......................................................................................17
15.14 INCOMPETENT...................................................................................17
15.15 COURT ORDER...................................................................................17
15.16 DISTRIBUTION IN THE EVENT OF TAXATION.........................................................17
15.17 INSURANCE.....................................................................................18
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BOSTON PROPERTIES
Deferred Compensation Plan
MASTER PLAN DOCUMENT
BOSTON PROPERTIES
DEFERRED COMPENSATION PLAN
Effective March 1, 2002
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of Boston
Properties Limited Partnership. This Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA.
ARTICLE 1
DEFINITIONS
For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:
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.
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, Annual Bonus and/or LTIP 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 Termination of
Employment 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
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MASTER PLAN DOCUMENT
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,
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.
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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 "LTIP Bonus" shall mean any compensation payable to a Participant as
an Employee under the Sponsor's long-term incentive plan or any other
long-term incentive arrangement designated by the Benefits Committee
as eligible for deferral under this Plan.
1.21 "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.
1.22 "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.
1.23 "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.
1.24 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6.
1.25 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
Employee, severance from employment with the Sponsor (or any affiliate
thereof) for any reason other than a leave of absence or death, on or
after the earlier of the attainment of (a) age sixty-five (65) or (b)
age fifty-five (55) with seven (7) Years of Service.
1.26 "Retirement Benefit" shall mean the benefit set forth in Article 5.
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.
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MASTER PLAN DOCUMENT
1.30 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.31 "Termination of Employment" shall mean the severing of employment with
the Sponsor voluntarily or involuntarily, for any reason other than
Retirement, death or an authorized leave of absence.
1.32 "Trust" shall mean one or more trusts, if any, established by the
Sponsor in its sole discretion.
1.33 "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.
ARTICLE 2
SELECTION, ENROLLMENT, ELIGIBILITY
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. 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 (i) terminate any deferral election the Participant has made for
the remainder of the Plan Year in which the Participant's membership
status changes, (ii) prevent the
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Participant from making future deferral elections and/or (iii)
immediately distribute the Participant's then Account Balance as a
Termination Benefit and terminate the Participant's participation in
the Plan.
ARTICLE 3
DEFERRAL COMMITMENTS/ 401(k) RESTORATION MATCHING
AMOUNTS/VESTING/CREDITING/TAXES
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, Annual Bonus
and/or LTIP 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, ANNUAL BONUS AND/OR LTIP BONUS. For each Plan
Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Annual Salary, Annual Bonus and/or LTIP
Bonus up to the maximum percentages established by the Benefits
Committee from time to time. For the First Plan Year, the maximum
percentage for Base Annual Salary shall be twenty percent (20%)
and no deferral shall be permitted from Annual Bonus or LTIP
Bonus. 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 a Participant
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 and/or LTIP
Bonus shall be limited to those amounts deemed eligible for
deferral, in the sole discretion of the Benefits Committee.
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
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MASTER PLAN DOCUMENT
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.
(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. If no such Election
Form is timely delivered for a Plan Year, the Annual Deferral
Amount shall be zero for that Plan Year.
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Annual Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary to the extent the Annual Deferral Amount is
denominated as a percentage of Base Annual Salary. The Annual Bonus
portion of the Annual Deferral Amount shall be withheld at the time
the Annual Bonus and/or LTIP Bonus are or otherwise would be paid to
the Participant, whether or not this occurs during the Plan Year
itself.
3.5 ANNUAL 401(k) RESTORATION MATCHING AMOUNT. For each Plan Year during
which a Participant participates in the Sponsor's 401(k) Plan and the
Sponsor makes a matching contribution to such 401(k) Plan, the Sponsor
shall credit a Participant's Annual 401(k) Restoration Matching
Account under this Plan with an amount equal to the difference between
(i) the amount the Sponsor contributed to the 401(k) Plan on behalf of
such Participant during the Plan Year, and (ii) the amount that the
Sponsor would have contributed to the 401(k) Plan on behalf of such
Participant during such plan year had any deferrals of Base Annual
Salary under this Plan been considered compensation under the 401(k)
Plan, subject to the compensation limit under Section 401(a)(17) of
the Code. The amount credited as a Participant's Annual 401(k)
Restoration Matching Amount for any Plan Year under this Section 3.5
shall be credited to the Participant's 401(k) Restoration Matching
Account on a date or dates to be determined by the Benefits Committee
in its sole discretion.
3.6 VESTING. A Participant shall at all times be 100% vested in his or her
Deferral Account and 401(k) Restoration Matching Account.
3.7 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and
subject to, the rules and procedures that are established from time to
time by the Benefits Committee, in its sole discretion, amounts shall
be credited or debited to a Participant's Account Balance in
accordance with the following rules:
(a) MEASUREMENT FUNDS. The Participant may elect one or more of the
measurement funds (the "Measurement Funds"), based on certain
mutual funds or other investment indices, for the purpose of
crediting or debiting additional amounts to his or her Account
Balance. At the beginning of each Plan Year, the Benefits
Committee shall provide the Participant
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with a list of Measurement Funds available. As necessary, the
Benefits Committee may, in its sole discretion, discontinue,
substitute or add a Measurement Fund.
(b) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with
his or her initial deferral election in accordance with Section
3.3(a) above, shall elect, on the Election Form, one or more
Measurement Fund(s) (as described in Section 3.7(a) above) to be
used to determine the amounts to be credited or debited to his or
her Account Balance. The Participant may (but is not required to)
subsequently elect at any time, by submitting an Election Form
(or other form of communication) to the Benefits Committee that
is accepted by the Benefits Committee, to add or delete one or
more Measurement Fund(s) to be used to determine the amounts to
be credited or debited to his or her Account Balance, or to
change the portion of his or her Account Balance allocated to
each previously or newly elected Measurement Fund. If, in
accordance with the previous sentence, an election is on any
business day prior to 4:00 p.m. Eastern Standard Time, it shall
be effective as of the day on which such election is made and
shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in
accordance with this Section 3.7(b). If such election is made on
any business day after 4:00 p.m. Eastern Standard Time or on any
non-business day, it shall be effective as of the first business
day following the day on which such election is made and shall
continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in
accordance with this Section 3.7(b).
(c) PROPORTIONATE ALLOCATION. In making any election described in
Section 3.7(b) above, the Participant shall specify on the
Election Form (or such other form of communication acceptable to
the Committee), in increments of one percent (1%), the percentage
of his or her Account Balance to be allocated to a Measurement
Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Account
Balance).
(d) CREDITING OR DEBITING METHOD. The performance of each elected
Measurement Fund (either positive or negative) will be determined
by the Benefits Committee, in its reasonable discretion, based on
the performance of the Measurement Funds themselves. A
Participant's Account Balance shall be credited or debited on a
daily basis, if possible, based on the performance of each
Measurement Fund selected by the Participant, SUCH PERFORMANCE
BEING DETERMINED BY THE BENEFITS COMMITTEE IN ITS SOLE
DISCRETION.
(e) NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a
Participant's election of any such Measurement Fund, the
allocation to his or her Account Balance thereto, the calculation
of additional amounts and the crediting or debiting of such
amounts to a Participant's Account Balance SHALL NOT be
considered or construed in any manner as an actual investment of
his or her Account Balance in any such Measurement Fund. In the
event that the Sponsor or the Trustee (as that term is defined in
the Trust), in its own discretion, decides to invest in any of
the investments on which the Measurement Funds are based, no
Participant shall have any
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rights in or to such investments themselves. Without limiting the
foregoing, a Participant's Account Balance shall at all times be
a bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Sponsor or the Trust; the
Participant shall at all times remain an unsecured creditor of
the Sponsor.
3.8 FICA AND OTHER TAXES3.
(a) ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Sponsor
shall withhold from that portion of the Participant's Base Annual
Salary, Annual Bonus and/or LTIP Bonus that is not being
deferred, in a manner determined by the Sponsor, the
Participant's share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Benefits Committee may
reduce the Annual Deferral Amount in order to comply with this
Section 3.8.
(b) 401(k) RESTORATION MATCHING ACCOUNT. When the Sponsor credits an
Annual 401(k) Restoration Matching Amount to a Participant's
401(k) Restoration Matching Account, the Sponsor shall withhold
from the Participant's Base Annual Salary, Annual Bonus and/or
LTIP Bonus, as applicable, that is not deferred, in a manner
determined by the Sponsor, the Participant's share of FICA and
other employment taxes. If necessary, the Benefits Committee may
reduce the Participant's Annual 401(k) Restoration Matching
Amount in order to comply with this Section 3.8.
(c) DISTRIBUTIONS. The Sponsor, or the trustee of the Trust, shall
withhold from any payments made to a Participant under this Plan
all federal, state and local income, employment and other taxes
required to be withheld by the Sponsor, or the trustee of the
Trust, in connection with such payments, in amounts and in a
manner to be determined in the sole discretion of the Sponsor and
the trustee of the Trust.
ARTICLE 4
SHORT-TERM PAYOUT; WITHDRAWAL ELECTION
4.1 SHORT-TERM PAYOUT. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a
future "Short-Term Payout" from the Plan with respect to all or a
portion of such Annual Deferral Amount. The Short-Term Payout shall be
a lump sum payment in an amount that is equal to the portion of the
Annual Deferral Amount the Participant elected to have distributed as
a Short-Term Payout plus amounts credited or debited in the manner
provided in Section 3.7 above on that amount, calculated as of the
close of business on or around the date on which the Short-Term Payout
becomes payable, as determined by the Benefits Committee in its sole
discretion. Subject to the other terms and conditions of this Plan,
each Short-Term Payout elected shall be paid out during a fifteen (15)
day period commencing immediately after the first day of any Plan Year
designated by the Participant. The Plan Year designated by the
Participant must be at least five Plan Years after the end of the Plan
Year in which the Annual Deferral Amount is actually deferred. By way
of example, if a five year Short-Term Payout is elected for Annual
Deferral Amounts that are deferred in the Plan
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Year commencing January 1, 2002, the five year Short-Term Payout would
become payable during a fifteen (15) day period commencing January 1,
2008.
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
that triggers a benefit under Article 5, 6, or 7, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under Section 4.1 shall not be paid in
accordance with Section 4.1 but shall be paid in accordance with the
other applicable Article.
4.3 WITHDRAWAL ELECTION. A Participant may elect, at any time, to withdraw
all or any portion of his or her Account Balance. For purposes of this
Section 4.3, the value of a Participant's Account Balance shall be
calculated as of the close of business on or around the date the
Participant's benefit distribution is processed, as determined by the
Benefits Committee, in its sole discretion, less a withdrawal penalty
equal to 10% of such amount (the net amount shall be referred to as
the "Withdrawal Amount"). This election can be made at any time,
before or after Retirement, death or Termination of Employment, and
whether or not the Participant (or Beneficiary) is in the process of
being paid pursuant to an installment payment schedule. The
Participant (or his or her Beneficiary) shall make this election by
giving the Benefits Committee advance written notice of the election
in a form determined from time to time by the Benefits Committee. The
Participant (or his or her Beneficiary) shall be paid the Withdrawal
Amount within fifteen (15) days of his or her election. Once the
Withdrawal Amount is paid, the Participant's participation in the Plan
shall be suspended for the remainder of the Plan Year in which the
withdrawal is elected and for one (1) full Plan Year thereafter.
ARTICLE 5
RETIREMENT BENEFIT
5.1 RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
Retirement Benefit, his or her Account Balance calculated as of the
close of business on or around the date the Participant's benefit
distribution is processed, as determined by the Benefits Committee in
its sole discretion.
5.2 PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his
or her commencement of participation in the Plan, shall elect on an
Election Form to receive the Retirement Benefit in a lump sum or
pursuant to an Annual Installment Method of up to 15 years. The
Participant may change his or her election to an allowable alternative
payout period by submitting a new Election Form to the Benefits
Committee, provided that any such Election Form is submitted to and
accepted by the Benefits Committee in its sole discretion at least
thirteen (13) months prior to the Participant's Retirement. The
Election Form most recently accepted by the Benefits Committee shall
govern the payout of the Retirement Benefit. If a Participant does not
make any election with respect to the payment of the Retirement
Benefit, or if the Participant's Account Balance on the date of the
Participant's Retirement is less than $25,000, then such benefit shall
be payable in a lump sum. The lump sum payment shall be made, or
installment payments shall commence, no later than fifteen (15) days
after the last day of the Plan Year in which the Participant Retires.
5.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full,
the Participant's Beneficiary shall receive a lump
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sum payment that is equal to the Participant's unpaid remaining
Account Balance calculated as of the close of business on or around
the date the benefit distribution is processed, as determined by the
Benefits Committee in its sole discretion. The lump sum payment shall
be made no later than fifteen (15) days after the Benefits Committee
is provided with proof that is satisfactory to the Benefits Committee
of the Participant's death.
ARTICLE 6
PRE-RETIREMENT SURVIVOR BENEFIT
6.1 PRE-RETIREMENT SURVIVOR BENEFIT. If the Participant dies before he or
she Retires or experiences a Termination of Employment, the
Participant's Beneficiary shall receive a Pre-Retirement Survivor
Benefit equal to the Participant's Account Balance calculated as of
the close of business on or around the date the benefit distribution
is processed, as determined by the Benefits Committee in its sole
discretion.
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement
Survivor Benefit shall be paid to the Participant's Beneficiary in a
lump sum payment no later than fifteen (15) days after the Benefits
Committee is provided with proof that is satisfactory to the Benefits
Committee of the Participant's death.
ARTICLE 7
TERMINATION BENEFIT
7.1 TERMINATION BENEFIT. If a Participant experiences a Termination of
Employment prior to his or her Retirement or death, the Participant
shall receive a Termination Benefit, which shall be equal to the
Participant's Account Balance calculated as of the close of business
on or around the date the benefit distribution is processed, as
determined by the Benefits Committee in its sole discretion.
7.2 PAYMENT OF TERMINATION BENEFIT. The Participant shall receive his or
her Termination Benefit in a lump sum payment no later than fifteen
(15) days after the last day of the Plan Year in which the Participant
experiences the Termination of Employment.
ARTICLE 8
BENEFICIARY DESIGNATION
8.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary
designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of the Sponsor in which
the Participant participates.
8.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the
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Benefits Committee or its designated agent. A Participant shall have
the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Benefits Committee's rules and procedures, as in effect from time to
time. If the Participant resides in a community property state and
names someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Benefits Committee, must be
signed by that Participant's spouse and returned to the Benefits
Committee. Upon the acceptance by the Benefits Committee of a new
Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled. The Benefits Committee shall be entitled to
rely on the last Beneficiary Designation Form filed by the Participant
and accepted by the Benefits Committee prior to his or her death.
8.3 ACKNOWLEDGMENT. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Benefits Committee or its designated agent.
8.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 8.1, 8.2 and 8.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the
Participant's estate.
8.5 DOUBT AS TO BENEFICIARY. If the Benefits Committee has any doubt as to
the proper Beneficiary to receive payments pursuant to this Plan, the
Benefits Committee shall have the right, exercisable in its
discretion, to cause the Sponsor to withhold such payments until this
matter is resolved to the Benefits Committee's satisfaction.
8.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge the Sponsor and the
Benefits Committee from all further obligations under this Plan with
respect to the Participant, and that Participant's participation in
the Plan shall terminate upon such full payment of benefits.
ARTICLE 9
LEAVE OF ABSENCE
9.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Sponsor
for any reason to take a paid leave of absence from the employment of
the Sponsor, the Participant shall continue to be considered employed
by the Sponsor and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with Section
3.3.
9.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Sponsor
for any reason to take an unpaid leave of absence from the employment
of the Sponsor, the Participant shall continue to be considered
employed by the Sponsor and the Participant shall be excused from
making deferrals until the earlier of the date the leave of absence
expires or the Participant returns to a paid employment status. Upon
such expiration or return, deferrals shall resume for the remaining
portion of the Plan Year in which the expiration or return occurs,
based on the deferral election, if any, made for that Plan Year. In
the event of a deferral of a fixed dollar amount from Base
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Annual Salary, the Committee may make appropriate adjustments to
reflect the period of unpaid leave. If no election was made for that
Plan Year, no deferral shall be withheld.
ARTICLE 10
TERMINATION, AMENDMENT OR MODIFICATION
10.1 TERMINATION. Although the Sponsor anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that
the Sponsor will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, the Sponsor reserves the right to
discontinue its sponsorship of the Plan and/or to terminate the Plan
at any time with respect to any or all of its participating Employees.
Upon the termination of the Plan with respect to the Sponsor, the
affected Participants' participation in the Plan shall terminate and
their Account Balances shall be paid in a lump sum notwithstanding any
elections made by the Participants. The termination of the Plan shall
not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date
of termination; provided however, that the Sponsor shall have the
right to accelerate installment payments without a premium or
prepayment penalty by paying the Account Balance in a lump sum.
10.2 AMENDMENT. The Sponsor may, at any time, amend or modify the Plan in
whole or in part; provided, however, that no amendment or modification
shall be effective to decrease or restrict the value of a
Participant's Account Balance in existence at the time the amendment
or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of
the amendment or modification or, if the amendment or modification
occurs after the date upon which the Participant was eligible to
Retire, the Participant had Retired as of the effective date of the
amendment or modification. The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become
entitled to the payment of benefits under the Plan as of the date of
the amendment or modification; provided, however, that the Sponsor
shall have the right to accelerate installment payments by paying the
Account Balance in a lump sum or pursuant to an Annual Installment
Method using fewer years.
10.3 DELEGATION TO BENEFITS COMMITTEE. The Sponsor has delegated its rights
to act under Sections 10.1 and 10.2 above to the Benefits Committee
and the Benefits Committee shall have the full power to take action
under Sections 10.1 and 10.2.
10.4 EFFECT OF PAYMENT. The full payment of the applicable benefit under
Articles 4, 5, 6, or 7 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under this Plan and the Participant's participation in the Plan shall
terminate.
ARTICLE 11
ADMINISTRATION
11.1 BENEFITS COMMITTEE DUTIES. Except as otherwise provided in this
Article 11, this Plan shall be administered by the Benefits Committee
of the Sponsor. The Benefits Committee shall also have the discretion
and authority to (i) make, amend, interpret, and enforce all
appropriate rules and
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regulations for the administration of this Plan and (ii) decide or
resolve any and all questions including interpretations of this Plan,
as may arise in connection with the Plan. Any individual serving on
the Benefits Committee who is a Participant shall not vote or act on
any matter relating solely to himself or herself. When making a
determination or calculation, the Benefits Committee shall be entitled
to rely on information furnished by a Participant or the Sponsor.
11.2 AGENTS. In the administration of this Plan, the Benefits Committee
may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly
appointed representative) and may from time to time consult with
counsel who may be counsel to the Sponsor.
11.3 BINDING EFFECT OF DECISIONS. The decision or action of the Benefits
Committee with respect to any question arising out of or in connection
with the administration, interpretation and application of the Plan
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
11.4 INDEMNITY OF BENEFITS COMMITTEE. The Sponsor shall indemnify and hold
harmless the members of the Benefits Committee and any Employee to
whom the duties of the Benefits Committee may be delegated against any
and all claims, losses, damages, expenses or liabilities arising from
any action or failure to act with respect to this Plan, except in the
case of willful misconduct by the Benefits Committee, any of its
members, or any such Employee.
11.5 SPONSOR INFORMATION. To enable the Benefits Committee to perform its
functions, the Sponsor shall supply full and timely information to the
Benefits Committee, as the case may be, on all matters relating to the
compensation of its Participants, the date and circumstances of the
Retirement, death or Termination of Employment of its Participants,
and such other pertinent information as the Benefits Committee may
reasonably require.
ARTICLE 12
OTHER BENEFITS AND AGREEMENTS
12.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for employees of the Sponsor. The Plan shall
supplement and shall not supersede, modify or amend any other such
plan or program except as may otherwise be expressly provided.
ARTICLE 13
CLAIMS PROCEDURES
13.1 PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below
as a "Claimant") may deliver to the Benefits Committee a written claim
for a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the
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Claimant. All other claims must be made within 180 days of the date on
which the event that caused the claim to arise occurred. The claim
must state with particularity the determination desired by the
Claimant.
13.2 NOTIFICATION OF DECISION. The Benefits Committee shall consider a
Claimant's claim within a reasonable time, and shall notify the
Claimant in writing:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Benefits Committee has reached a conclusion contrary, in
whole or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is
necessary; and
(iv) an explanation of the claim review procedure set forth in
Section 13.3 below.
13.3 REVIEW OF A DENIED CLAIM. Within sixty (60) days after receiving a
notice from the Benefits Committee that a claim has been denied, in
whole or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Benefits Committee a written request
for a review of the denial of the claim. Thereafter, but not later
than thirty (30) days after the review procedure began, the Claimant
(or the Claimant's duly authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Benefits Committee, in its sole
discretion, may grant.
13.4 DECISION ON REVIEW. The Benefits Committee shall render its decision
on review promptly, and not later than sixty (60) days after the
filing of a written request for review of the denial, unless a hearing
is held or other special circumstances require additional time, in
which case the Benefits Committee's decision must be rendered within
120 days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which
the decision was based; and
(c) such other matters as the Benefits Committee deems relevant.
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13.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article 13 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 14
TRUST
14.1 ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries
under the Plan, the Sponsor may establish a Trust by a trust agreement
with a third party, the trustee, to which the Sponsor may, in its
discretion, contribute cash or other property, including securities
issued by the Sponsor, to provide for the benefit payments under the
Plan.
14.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the
Plan shall govern the rights of a Participant to receive distributions
pursuant to the Plan. The provisions of the Trust shall govern the
rights of the Sponsor, Participants and the creditors of the Sponsor
to the assets transferred to the Trust. The Sponsor shall at all times
remain liable to carry out its obligations under the Plan.
14.3 DISTRIBUTIONS FROM THE TRUST. The Sponsor's obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms
of the Trust, and any such distribution shall reduce the Sponsor's
obligations under this Plan.
ARTICLE 15
MISCELLANEOUS
15.1 STATUS OF PLAN. The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that "is
unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees" within the meaning of ERISA Sections
201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that
intent.
15.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of the Sponsor. For
purposes of the payment of benefits under this Plan, any and all of
the Sponsor's assets shall be, and remain, the general, unpledged
unrestricted assets of the Sponsor. The Sponsor's obligation under the
Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.
15.3 SPONSOR'S LIABILITY. The Sponsor's liability for the payment of
benefits shall be defined only by the Plan. The Sponsor shall have no
obligation to a Participant under the Plan except as expressly
provided in the Plan.
15.4 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate,
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alienate or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to
which are expressly declared to be, unassignable and non-transferable.
No part of the amounts payable shall, prior to actual payment, be
subject to seizure, attachment, garnishment or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed
by a Participant or any other person, be transferable by operation of
law in the event of a Participant's or any other person's bankruptcy
or insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
15.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the
Sponsor and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of the Sponsor, as an
Employee, or to interfere with the right of the Sponsor to discipline
or discharge the Participant at any time.
15.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Benefits Committee by furnishing any and all
information requested by the Benefits Committee and take such other
actions as may be requested in order to facilitate the administration
of the Plan and the payments of benefits hereunder, including but not
limited to taking such physical examinations as the Benefits Committee
may deem necessary.
15.7 TERMS. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
15.8 CAPTIONS. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
15.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the
Commonwealth of Massachusetts without regard to its conflicts of laws
principles.
15.10 NOTICE. Any notice or filing required or permitted to be given to the
Benefits Committee under this Plan shall be sufficient if in writing
and hand-delivered, or sent by registered or certified mail, to the
address below:
Boston Properties Benefits Committee
c/o Boston Properties, Inc.
111 Huntington Avenue, Suite 300
Boston, MA 02199-7610
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
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Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.
15.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Sponsor and its successors and assigns and the
Participant and the Participant's designated Beneficiaries.
15.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
15.13 VALIDITY. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.
15.14 INCOMPETENT. If the Benefits Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person
declared incompetent or to a person incapable of handling the
disposition of that person's property, the Benefits Committee may
direct payment of such benefit to the guardian, legal representative
or person having the care and custody of such minor, incompetent or
incapable person. The Benefits Committee may require proof of
minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.
15.15 COURT ORDER. The Benefits Committee is authorized to make any payments
directed by court order in any action in which the Plan or the
Benefits Committee has been named as a party. In addition, if a court
determines that a spouse or former spouse of a Participant has an
interest in the Participant's benefits under the Plan in connection
with a property settlement or otherwise, the Benefits Committee, in
its sole discretion, shall have the right, notwithstanding any
election made by a Participant, to immediately distribute the spouse's
or former spouse's interest in the Participant's benefits under the
Plan to that spouse or former spouse.
15.16 DISTRIBUTION IN THE EVENT OF TAXATION.
(a) IN GENERAL. If, for any reason, all or any portion of a
Participant's benefits under this Plan becomes taxable to the
Participant prior to receipt, a Participant may petition the
Benefits Committee for a distribution of that portion of his or
her benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld, the
Sponsor shall distribute to the Participant immediately available
funds in an amount equal to the taxable portion of his or her
benefit (which amount shall not exceed a Participant's unpaid
Account Balance under the Plan). If the petition is granted, the
tax liability distribution shall be made within 90 days of the
date when the Participant's petition is granted.
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(b) TRUST. If the Trust terminates in accordance with its terms and
benefits are distributed from the Trust to a Participant in
accordance therewith, the Participant's benefits under this Plan
shall be reduced to the extent of such distributions.
15.17 INSURANCE. The Sponsor, on its own behalf or on behalf of the trustee
of the Trust, and, in its sole discretion, may apply for and procure
insurance on the life of the Participant, in such amounts and in such
forms as the Trust may choose. The Sponsor or the trustee of the
Trust, as the case may be, shall be the sole owner and beneficiary of
any such insurance. The Participant shall have no interest whatsoever
in any such policy or policies, and at the request of the Sponsor
shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or
companies to whom the Sponsor has applied for insurance.
IN WITNESS WHEREOF, the Sponsor has caused this Plan document to be duly
executed by a duly authorized officer of its general partner as of __________,
2002.
BOSTON PROPERTIES LIMITED PARTNERSHIP
By BOSTON PROPERTIES, INC.,
Its General Partner
By:
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Title:
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