Change of Control Uses in Acceleration of Vesting in Special Circumstances Clause

Acceleration of Vesting in Special Circumstances from Long Term Incentive Plan

Pursuant to the Midlantic Office Trust, Inc. 2005 Equity Compensation Plan (the Plan) as amended through the date hereof and the First Amended and Restated Agreement of Limited Partnership, to be dated as of the Closing Date (as defined below) (the Partnership Agreement), of Midlantic Partnership, LP, a Delaware limited partnership (the Partnership), Midlantic Office Trust, Inc., a Maryland corporation (the Company), through its wholly owned subsidiary Midlantic Office Properties, LLC, a Delaware limited liability company and the general partner of the Partnership, and for the provision of services to or for the benefit of the Partnership in a partner capacity or in anticipation of being a partner, hereby grants to the Grantee named above an Award in the form of, and by causing the Partnership to issue to the Grantee named above, a Partnership Interest (as defined in the Partnership Agreement, as amended) having the rights, voting powers, restrictions, limitations as to distributions,

Acceleration of Vesting in Special Circumstances. If (i) the Grantee ceases to be an employee of the Company or an affiliate of the Company by reason of death or disability (as described in the Employment Agreement), (ii) the Company terminates the Grantees employment and the termination is not for Cause (as defined in the Employment Agreement), (iii) the Grantee terminates his employment with the Company and the termination is for Good Reason (as defined in the Employment Agreement), (iv) the Grantee receives from the Company any notice of non-renewal (as described in the Employment Agreement), or (v) a Change of Control (as defined in the Employment Agreement) occurs, any restrictions and conditions on all LTIP Units subject to this Award shall be deemed waived by the Committee and all LTIP Units granted hereby shall automatically become fully vested; provided, however, that none of these events shall result in accelerated vesting of the LTIP Units unless the capital investment goals in Section 2(d) above have been met.