0001246991-23-000237.txt : 20230911 0001246991-23-000237.hdr.sgml : 20230911 20230911154451 ACCESSION NUMBER: 0001246991-23-000237 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230905 FILED AS OF DATE: 20230911 DATE AS OF CHANGE: 20230911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIEHL RODNEY CENTRAL INDEX KEY: 0001255086 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13087 FILM NUMBER: 231247683 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94549 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON PROPERTIES INC CENTRAL INDEX KEY: 0001037540 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 042473675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 1900 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6172363300 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: SUITE 1900 CITY: BOSTON STATE: MA ZIP: 02199 3 1 wf-form3_169446147806973.xml FORM 3 X0206 3 2023-09-05 0 0001037540 BOSTON PROPERTIES INC BXP 0001255086 DIEHL RODNEY 800 BOYLSTON STREET BOSTON MA 02199 0 1 0 0 Senior Vice President Common Stock, par value $0.01 11436 D Common OP Units Common Stock, par value $0.01 25139.0 D LTIP Units Common Stock, par value $0.01 26171.0 D Represents common units of limited partnership interest in Boston Properties Limited Partnership ("BPLP"), of which the Issuer is the general partner ("Common OP Units"). Each Common OP Unit may be presented for redemption, at the election of the holder, for cash equal to the 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 redemption for one share of common stock. Common OP Units have no expiration date. Represents units of limited partnership interest in BPLP issued as long term incentive compensation ("LTIP Units") pursuant to the Issuer's equity based incentive 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 BPLP or the holder, into a 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 the Issuer's common stock. LTIP Units have no expiration date. Includes 6,217 vested LTIP Units, 3,432 LTIP Units that will vest on January 15, 2024, 462 LTIP Units that will vest on February 3, 2024, 2,821 LTIP Units that will vest on January 15, 2025, 5,244 LTIP Units that will vest on January 15, 2026, and 4,471 LTIP Units that will vest on January 15, 2027. Also includes 1,943 LTIP Units granted pursuant to the Issuer's 2021 Multi-Year Long-Term Incentive Program (the "2021 Program") and 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 1, 2024 and 1,581 LTIP Units granted pursuant to the Issuer's 2022 Multi-Year Long-Term Incentive Program (the "2022 Program") and 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 January 31, 2025. Any LTIP Units earned pursuant to the 2021 Program and the 2022 Program will vest in full on February 1, 2024 and January 31, 2025, respectively, 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. Exhibit 24 Power of Attorney /s/ Kelli A. DiLuglio, as Attorney-in-Fact 2023-09-05 EX-24 2 lpoa1.htm LPOA - DIEHL

Exhibit 24

LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Sandy D.
Bransfield, Kelli A. DiLuglio and Eric G. Kevorkian, or each of them singly, to be the undersigned's true and
lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the
U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) prepare and execute in the undersigned's name and on the undersigned's behalf and submit to the
SEC any and all reports the undersigned is required to file with the SEC, or which the attorney-in-fact
considers advisable to file with the SEC, under Section 16 of the Exchange Act or any rule or
regulation thereunder, or under Rule 144 under the Securities Act of 1933, with respect to the any
security of Boston Properties, Inc. or Boston Properties Limited Partnership (together, the
"Company"), including Forms 3, 4 and 5, and Forms 144;
(3)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5 or Form 144 and any amendments
thereto and timely file such forms with the SEC and any stock exchange or similar authority,
including, but not limited to, taking any actions necessary or desirable in connection with
effectuating electronic filings; and
(4) take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be
necessary or desirable in connection with the foregoing authority, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file
Forms 3, 4, and 5 and Forms 144 with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the SEC as a confirming statement of
the authority granted herein.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
riday of August, 2023.

/s/ Rodney C. Diehl
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