Michael E. Labelle - 06 Feb 2024 Form 4 Insider Report for BOSTON PROPERTIES INC (BXP)

Footnote F1

Represents units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner, granted pursuant to the Issuer's 2024 Multi-Year Long-Term Incentive Program (the "2024 Program"). Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of BPLP or the holder, into a common unit of limited partnership interest in BPLP ("Common OP Unit"). Each Common OP Unit acquired upon conversion of an LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common OP Unit so presented for one share of common stock. LTIP Units have no expiration date.

Footnote F2

The 13,829 LTIP Units may be earned based on the achievement of certain performance criteria based on the Issuer's total shareholder return over a three-year performance period ending on February 5, 2027. Any LTIP Units earned pursuant to the 2024 Program will vest in full on February 5, 2027, with each earned LTIP Unit and Common OP Unit acquired upon conversion of such LTIP Unit subject to an additional post-vesting holding period pursuant to which such LTIP Unit and Common OP Unit generally may not be transferred, and the redemption right associated with the Common OP Unit may not be exercised, until one year after the vesting date.