LIBERTY PROPERTY LIMITED PARTNERSHIP
FORM OF RESTRICTED SHARE GRANT UNDER THE LIBERTY PROPERTY TRUST AMENDED AND REST
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>w06110exv10w1.txt
<DESCRIPTION>FORM OF RESTRICTED SHARE GRANT UNDER THE LIBERTY PROPERTY TRUST AMENDED AND RESTATED SHARE INCENTIVE PLAN
<TEXT>
<PAGE>
                                                                    Exhibit 10.1


                             LIBERTY PROPERTY TRUST

                        RESTRICTED SHARE AWARD AGREEMENT

      THIS AWARD (the "Award") is hereby granted as of the ______________ day of
___________, ____ by Liberty Property Trust, a Maryland real estate investment
trust (the "Company"), to _____________________ (the "Grantee") in accordance
with the terms of the Liberty Property Trust Share Incentive Plan (the "Plan").
This Award is granted pursuant to the terms of the Plan. BY SIGNING THIS AWARD,
THE GRANTEE ACKNOWLEDGES THAT THE GRANTEE HAS RECEIVED A COPY OF THE PLAN AND
UNDERSTANDS THAT THE GRANTEE'S RIGHTS UNDER THIS AWARD AGREEMENT ARE SUBJECT TO
AND LIMITED BY THE TERMS OF THE PLAN. Unless otherwise defined in this Award
Agreement, all definitions of specific terms used in the Plan are incorporated
herein by reference.

                              W I T N E S S E T H:

      1. Award. The Committee hereby designates and the Grantee hereby agrees
that the Grantee shall participate in the Plan. The Grantee is hereby granted an
Award of __________ shares of beneficial interest, $0.001 par value per share,
of the Company (the "Shares"), subject to the terms and conditions set forth in
this Award Agreement and subject further to such terms and conditions as are set
forth in the Plan. All questions of interpretation and application of the Plan
and this Award Agreement shall be determined by the Committee. The Committee's
determination shall be final, binding and conclusive. This Award Agreement shall
be effective upon the execution by the Grantee of this Award Agreement and such
other documents, including an undated share transfer power with respect to each
Share subject to this Award, as the Committee shall deem appropriate.

      2. Vesting. The Shares granted to the Grantee pursuant to this Award shall
be forfeited on the Grantee's termination of employment or service with the
Company or any of its Affiliates except to the extent the Shares have become
vested in accordance with this Section 2.

      (a) Except as described in Subsection (b) or Section 7, on each
anniversary of the date of grant of this Award, the Grantee shall become vested
with respect to that number of Shares set forth on the Vesting Schedule set
forth below, provided that the Grantee is employed by, or in the service of, the
Company or an Affiliate as of the end of such Anniversary Date.

                                VESTING SCHEDULE

<TABLE>
<CAPTION>
            Number of Shares                          Anniversary Date
            ----------------                          ----------------

<S>                                                   <C>
               ______                                   _______, 20__
               ______                                   _______, 20__
               ______                                   _______, 20__
               ______                                   _______, 20__
               ______                                   _______, 20__
</TABLE>
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      (b) Notwithstanding the foregoing, in the event there is a Change of
Control while the Grantee is employed by, or in the service of, the Company or
an Affiliate, and subsequently Grantee's employment is terminated by the Company
other than "for cause" within two years following a Change of Control, all
Shares shall become fully vested.

      3. Restrictions on Transfer and Forfeitures. A share certificate
representing the Shares shall be registered in the Grantee's name but shall be
held in escrow by the Company or an officer of the Company, together with an
undated share transfer power executed by the Grantee with respect to the Shares.
The Grantee shall generally have the rights and privileges of a shareholder as
to those Shares granted pursuant to this Award that have vested, including the
right to vote the Shares and to receive and retain all cash dividends with
respect to such Shares, except that the following restrictions shall apply: (i)
the Grantee shall not be entitled to delivery of a certificate with respect to
any Shares except to the extent the Grantee has vested in such Shares in
accordance with Section 2 above or 7 below or has otherwise acquired a vested
interest in such Shares; (ii) all distributions with respect to the Shares other
than cash dividends, such as share dividends, share splits or distributions of
property, and any distributions (other than cash dividends) subsequently made
with respect to other distributions, shall be delivered to the Company or an
officer of the Company, together with appropriate share transfer powers or other
instruments of transfer signed and delivered to the Company or officer of the
Company by the Grantee, to be held by the Company or officer of the Company and
released to either the Grantee or the Company, as the case may be, together with
the Shares to which they relate at such time as such Shares are either vested
pursuant to Section 2 or Section 7 of this Award Agreement or forfeited to the
Company; (iii) the Grantee shall have no right to sell, exchange, transfer,
pledge, hypothecate or otherwise dispose of any of the Shares that have not
become vested pursuant to Section 2 or Section 7 of this Award Agreement or any
distributions (other than cash dividends) with respect to such Shares; and (iv)
all of the Shares shall be forfeited and all rights of the Grantee with respect
to Shares that have not become vested pursuant to Section 2 or Section 7 of this
Award Agreement shall terminate without further obligation on the part of the
Company except to the extent the Grantee becomes vested in the Shares pursuant
to Section 2 or Section 7 of this Award Agreement. Upon the forfeiture of any
Shares, such forfeited Shares shall be transferred to the Company without
further action by the Grantee.

      4. Transfer of Vested Shares. To the extent that any Shares become vested
pursuant to Section 2 or Section 7 of this Award, the restrictions applicable to
such Shares shall lapse and a stock certificate for the number of Shares that
have become vested shall be delivered as soon as practical to the Grantee, or to
the Grantee's beneficiary in the event of the Grantee's death, free of all
restrictions imposed by the terms of the Plan, except such restrictions as may
be imposed by law. The Company shall not be required to deliver any fractional
Share but will pay, in lieu thereof, the fair market value (determined as of the
date the restrictions lapse) of such fractional Share to the Grantee or the
Grantee's beneficiary or estate, as the case may be. Notwithstanding the
foregoing, unless the Shares are covered by a then current registration
statement or a Notification under Regulation A under the Act, the Company may
require as a condition to the transfer of Share certificates to a Grantee under
Subsection 12(d) of the Plan that the Grantee provide the Company with an
acknowledgment in form and substance satisfactory to the Company that (a) such
Shares are being purchased for investment and not for distribution or resale
(other than a distribution or resale which, in the opinion of counsel
satisfactory to the Company, may be made without violating the registration
provisions of the Act), (b) the Grantee


                                      -2-
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has been advised and understands that (i) the Shares have not been registered
under the Act and are "restricted securities" within the meaning of Rule 144
under the Act and are subject to restrictions on transfer and (ii) the Company
is under no obligation to register the Shares under the Act or to take any
action which would make available to the Grantee any exemption from such
registration, (c) such Shares may not be transferred without compliance with all
applicable federal and state securities laws, and (d) an appropriate legend
referring to the foregoing restrictions on transfer may be endorsed on the
certificates. Notwithstanding the foregoing, if the Company determines that the
transfer of Share certificates should be delayed pending (A) registration under
federal or state securities laws, (B) the receipt of an opinion of counsel
satisfactory to the Company that an appropriate exemption from such registration
is available, (C) the listing or inclusion of the Shares on any securities
exchange or an automated quotation system or (D) the consent or approval of any
governmental regulatory body whose consent or approval is necessary in
connection with the issuance of such Shares, the Company may defer transfer of
Share certificates hereunder until any of the events described in this sentence
has occurred.

      5. Section 83(b) Election. In the event the Grantee files an election with
the Internal Revenue Service to include the fair market value of the Shares in
gross income, the Grantee shall promptly furnish the Company with a copy of such
election together with the amount of any federal, state, local or other taxes
required to be withheld to enable the Company to claim an income tax deduction
with respect to such election. Such election must be made within 30 days of the
date of grant of the Shares.

      6. Rights as Shareholder. The Grantee shall, contingent upon compliance
with the terms of this Award, have all of the rights of a shareholder with
respect to the Shares covered hereby, including the right to vote the Shares and
receive all dividends and other distributions paid or made with respect thereto,
except to the extent otherwise provided herein.

      7.    Effect of Death, Disability or Retirement.

      (a) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate due to the Grantee's death or Disability at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, this
Award shall become fully vested and nonforfeitable, and subject to the
provisions of Section 4 of this Award Agreement.

      (b) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 55 or 56, with at least 10 years of
employment or service for the Company or an Affiliate, at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, the
portion of the Award that would have become vested and nonforfeitable within the
12 month period after the Grantee's termination of employment or service with
the Company or an Affiliate shall become vested and nonforfeitable as of the
date of the Grantee's termination of employment or service with the Company or
an Affiliate, and subject to provisions of Section 4 of this Award Agreement.


                                      -3-
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      (c) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 57 or 58, with at least 8 years of
employment or service for the Company or an Affiliate, at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, the
portion of the Award that would have become vested and nonforfeitable within the
24 month period after the Grantee's termination of employment or service with
the Company or an Affiliate shall become vested and nonforfeitable as of the
date of the Grantee's termination of employment or service with the Company or
an Affiliate, and subject to provisions of Section 4 of this Award Agreement.

      (d) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 59 or 60, with at least 6 years of
employment or service for the Company or an Affiliate, at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, the
portion of the Award that would have become vested and nonforfeitable within the
36 month period after the Grantee's termination of employment or service with
the Company or an Affiliate shall become vested and nonforfeitable as of the
date of the Grantee's termination of employment or service with the Company or
an Affiliate, and subject to provisions of Section 4 of this Award Agreement.

      (e) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 61 or 62, with at least 4 years of
employment or service for the Company or an Affiliate, at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, the
portion of the Award that would have become vested and nonforfeitable within the
48 month period after the Grantee's termination of employment or service with
the Company or an Affiliate shall become vested and nonforfeitable as of the
date of the Grantee's termination of employment or service with the Company or
an Affiliate, and subject to provisions of Section 4 of this Award Agreement.

      (f) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 63 or 64, with at least 2 years of
employment or service for the Company or an Affiliate, at a time when the Shares
granted pursuant to this Award are not fully vested under Section 2 above, the
portion of the Award that would have become vested and nonforfeitable within the
60 month period after the Grantee's termination of employment or service with
the Company or an Affiliate shall become vested and nonforfeitable as of the
date of the Grantee's termination of employment or service with the Company or
an Affiliate, and subject to provisions of Section 4 of this Award Agreement.

      (g) Notwithstanding any contrary provisions of this Award Agreement, in
the event the Grantee terminates employment or service with the Company or an
Affiliate after the Grantee has attained age 65 or older, with at least one year
of employment or service for the Company, at a time when the Shares granted
pursuant to this Award are not fully vested under Section 2 above, this Award
shall become fully vested and nonforfeitable as of the date of the Grantee's
termination of employment or service with the Company or an Affiliate, and
subject to the provisions of Section 4 of this Award Agreement.


                                      -4-
<PAGE>
      8. Amendment. Subject to the provisions of the Plan, the Committee shall
have the right to amend this Award Agreement, subject to the Grantee's consent
if such amendment is not favorable to the Grantee, except that the consent of
the Grantee shall not be required for any amendment to this Award made pursuant
to Section 10 of the Plan.

      9. Notices. Any notice to be given to the Company shall be in writing and
shall be addressed to the Treasurer of the Company at its principal executive
office, and any notice to be given to the Grantee shall be addressed to the
Grantee at the address then appearing in the records of the Company, or at such
other address as either party hereafter may designate in writing to the other.
Except as otherwise set forth herein, any such notice shall be deemed to have
been duly given, made and received only when personally delivered, or on the day
delivery is guaranteed when transmitted, addressed as aforesaid, to a third
party company or governmental entity providing delivery services in the ordinary
course of business, or two days following the day when deposited in the United
States mails, by registered or certified mail, postage prepaid, return receipt
requested, addressed as aforesaid.

      10. No Commitment to Retain. Nothing herein contained shall affect the
right of the Company or any Affiliate to terminate the Grantee's employment,
services, responsibilities, duties, or authority to represent the Company or any
Affiliate at any time for any reason whatsoever.

      11. Withholding of Taxes. Whenever the Company proposes or is required to
make any payment or to deliver or transfer any property in connection with this
Award, the Company shall have the right to (a) require the recipient to remit to
the Company an amount sufficient to satisfy any federal, state and/or local
withholding tax requirements prior to the payment or the delivery or transfer of
any property or (b) take whatever action it deems necessary or appropriate to
protect its interests with respect to tax liabilities.


                                      -5-
<PAGE>
      IN WITNESS WHEREOF, the Company and the Grantee have entered into this
Award Agreement on the day and year first above written.

                                    LIBERTY PROPERTY TRUST



                                    By: _________________________________
                                    Print Name and Title:



I hereby accept the Award described in this Award Agreement, and I agree to be
bound by the terms of the Plan and this Award Agreement. I hereby further agree
that all of the decisions and determinations of the Committee.


                                    ACKNOWLEDGED:


                                    By: _________________________________
                                    Grantee:


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</DOCUMENT>
