X0201 4 2004-01-30 0001037540 BOSTON PROPERTIES INC BXP 0001217095 FLASHMAN ARTHUR C/O BOSTON PROPERTIES, INC. 111 HUNTINGTON AVENUE BOSTON MA 02199 0 1 0 0 Vice President - Controller LTIP Units 2004-01-30 4 A 0 700 .25 A Common Stock 700 700 D Represents units of limited partnership interest in Boston Properties Limited Partnership (BPLP), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. 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 the holder, into a common unit of limited partnership interest in BPLP (Common OP Unit). Each Common OP Unit acquired upon conversion of a 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 as directed by BPLP, acquire each Common OP Unit so presented for one share of Common Stock. LTIP Units vest over five years, 0% in first two years, 25% on February 1, 2007, 35% on February 1, 2008 and 40% on February 1, 2009. Kelli A. DiLuglio, as attorney-in-fact 2004-02-02