BXP, Inc. — Director's Dealing 2010

May 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BOSTON PROPERTIES INC (BXP)
CIK: 0001037540
Period of Report: 2010-05-03

Reporting Person: NORVILLE E MITCHELL (EVP, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-03	Common Stock, par value $.01	M	25976	$35.26	Acquired	42997.003	Direct
2010-05-03	Common Stock, par value $.01	S	25976	$80.8582	Disposed	17021.0033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-03	Employee Stock Option (right to buy)	$35.26	M	25976	Disposed	2011-01-18	Common Stock (25976)	Direct

Footnotes

F1: In (1) January 2007, the issuer paid a special dividend of $5.40 per share of common stock to all stockholders of record as of the close of business on December 29, 2006 and (2) January 2008, the issuer paid a special dividend of $5.98 per share of common stock to all stockholders of record as of the close of business on December 31, 2007. In connection with each of these special dividends, the issuer's Board of Directors adjusted all options that were awarded, but not exercised, prior to the ex-dividend date for each special dividend to account for the effect of each special dividend. The number of shares subject to each such option was increased and the exercise price correspondingly decreased such that each option had the same fair value to the holder before and after giving effect to the payment of each special dividend.

F2: Pursuant to the adjustments described in Footnote 1, the number of shares underlying Mr. Norville's options increased by 1,169 from 23,282 to 24,451 in December 2006 and by 1,525 from 24,451 to 25,976 in December 2007 and the per share exercise price was correspondingly decreased.

F3: Includes 381.6729 shares which the Reporting Person acquired in July 2008, January 2009, July 2009 and January 2010 pursuant to the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan.

F4: Represents the weighted average sale price. These shares were sold in multiple transactions at sale prices ranging from $80.60 to $81.22, inclusive. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: The options vested in three equal annual installments beginning on January 18, 2002.