BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD
This is a Restricted Share Award dated as of February 9, 2005,
from Brandywine Realty Trust, a Maryland real estate investment trust (the
"Company") to Gerard H. Sweeney ("Grantee"). Terms used herein as defined terms
and not defined herein have the meanings assigned to them in the Brandywine
Realty Trust 1997 Long-Term Incentive Plan, as amended from time to time (the
"Plan").
1. Definitions. As used herein:
(a) "Award" means the award of Restricted Shares hereby granted.
(b) "Board" means the Board of Trustees of the Company, as
constituted from time to time.
(c) "Cause" means "Cause" as defined in the Employment Agreement or
the Plan.
(d) "Change of Control" means "Change of Control" as defined in the
Plan.
(e) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(f) "Committee" means the Committee appointed by the Board in
accordance with Section 2 of the Plan, if one is appointed and in existence at
the time of reference. If no Committee has been appointed pursuant to Section 2,
or if such a Committee is not in existence at the time of reference, "Committee"
means the Board.
(g) "Date of Grant" means February 9, 2005, the date on which the
Company awarded the Restricted Shares.
(h) "Disability" means "Disability" as defined in the Plan.
(i) "Employer" means the Company or the Subsidiary for which Grantee
is performing services on the applicable Vesting Date.
(j) "Employment Agreement" means the Amended and Restated Employment
Agreement between Grantee and the Company, dated as of May 7, 2002, as amended
from time to time, or any subsequent employment agreement between Grantee and
the Company as in effect at the time of determination.
(k) "Fair Market Value" means "Fair Market Value" as defined in the
Plan.
(l) "Resignation for Good Reason" means "Resignation for Good Reason"
as defined in the Employment Agreement.
(m) "Restricted Period" means, with respect to each Restricted Share,
the period beginning on the Date of Grant and ending on the applicable Vesting
Date for such Restricted Share.
(n) "Restricted Shares" means the 34,917 Shares which are subject to
vesting and forfeiture in accordance with the terms of this Award.
(o) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as
in effect from time to time.
(p) "Share" means a common share of beneficial interest, $.01 par
value per share, of the Company, subject to substitution or adjustment as
provided in Section 3(c) of the Plan.
(q) "Subsidiary" means, with respect to the Company, a subsidiary
company, whether now or hereafter existing, as defined in section 424(f) of the
Code, and any other entity 50% or more of the economic interests in which are
owned, directly or indirectly, by the Company.
(r) "Vesting Date" means the date on which the restrictions imposed
under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4.
2. Grant of Restricted Shares. Subject to the terms and conditions set
forth herein and in the Plan, the Company hereby grants to Grantee the
Restricted Shares. Grantee shall pay to the Company $.01 per Restricted Share
granted to him.
3. Restrictions on Restricted Share. Subject to the terms and conditions
set forth herein and in the Plan, prior to the Vesting Date in respect of
Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or
assign such Restricted Shares except to a limited partnership in which Grantee
is the sole general partner and which limited partnership agrees to hold such
Restricted Shares subject to all of the restrictions contained herein, including
the forfeiture provisions. Share certificates evidencing Restricted Shares shall
be held in custody by the Company until the restrictions thereon have lapsed.
Concurrently herewith, Grantee shall deliver to the Company a share power,
endorsed in blank, relating to the Restricted Shares covered by the Award.
During the Restricted Period, share certificates evidencing Restricted Shares
shall bear a legend in substantially the following form:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE
BRANDYWINE REALTY TRUST 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY
TRUST. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL
OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY
SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.
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4. Lapse of Restrictions for Restricted Shares.
(a) Subject to the terms and conditions set forth herein and in the
Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that
has not been forfeited as provided in Paragraph 5 shall lapse on the applicable
Vesting Date in respect of such Restricted Share, provided that either (i) on
the Vesting Date, Grantee is, and has from the Date of Grant continuously been,
an employee of the Company or a Subsidiary during the Restricted Period, or (ii)
Grantee's termination of employment before the Vesting Date occurred because of
Grantee's death or Disability.
(b) Subject to Paragraph 4(a), a Vesting Date for Restricted Shares
subject to the Award shall occur in accordance with the following schedule:
(i) One-fifth of the Restricted Shares will vest on January 1,
2006;
(ii) An additional one-fifth of the Restricted Shares will vest
on January 1, 2007;
(iii) An additional one-fifth of the Restricted Shares will vest
on January 1, 2008;
(iv) An additional one-fifth of the Restricted Shares will vest
on January 1, 2009; and
(v) An additional one-fifth of the Restricted Shares will vest
on January 1, 2010.
(c) Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted
Shares shall occur upon the occurrence of any of the following events, and the
Restricted Shares, to the extent not previously vested, shall thereupon vest in
full:
(i) A Change of Control, provided that (A) as of the date of the
Change of Control, Grantee is, and has from the Date of
Grant continuously been, an employee of the Company or a
Subsidiary or (B) Grantee's termination of employment before
the date of the Change of Control occurred because of
Grantee's death or Disability;
(ii) The purchase of any common share of beneficial interest of
the Company pursuant to a tender or exchange offer other
than an offer by the Company, provided that (A) as of the
date of such purchase, Grantee is, and has from the Date of
Grant, continuously been, an employee of Company or a
Subsidiary or (B) Grantee's termination of employment before
the date of such purchase occurred because of Grantee's
death or Disability;
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(iii) Termination of the Grantee's employment by the Employer
without Cause; or
(iv) The Grantee's resignation from the Employer if such
resignation is a Resignation for Good Reason.
5. Forfeiture of Restricted Shares.
(a) Subject to the terms and conditions set forth herein, if Grantee
terminates employment with the Company and all Subsidiaries prior to the Vesting
Date for a Restricted Share for reasons other than as described in Paragraph
4(c)(iii) or (iv) Grantee shall forfeit any such Restricted Share which has not
vested as of such termination of employment, provided that Grantee shall not, on
account of such termination, forfeit Restricted Shares which have not vested as
of Grantee's termination of employment with the Employer because of death or
Disability. Upon a forfeiture of the Restricted Shares as provided in this
Paragraph 5, the Restricted Shares shall be deemed canceled.
(b) The provisions of this Paragraph 5 shall not apply to Restricted
Shares as to which the restrictions of Paragraph 3 have lapsed.
6. Rights of Grantee. During the Restricted Period, with respect to the
Restricted Shares, Grantee shall have all of the rights of a shareholder of the
Company, including the right to vote the Restricted Shares and the right to
receive any distributions or dividends payable on Shares.
7. Notices. Any notice to the Company under this Award shall be made to:
Brandywine Realty Trust
401 Plymouth Road
Suite 500
Plymouth Meeting, PA 19462
Attention: Chief Financial Officer
or such other address as may be provided to Grantee by written notice. Any
notice to Grantee under this Award shall be made to Grantee at the address
listed in the Company's personnel files. All notices under this Award shall be
deemed to have been given when hand-delivered, telecopied or delivered by first
class mail, postage prepaid, and shall be irrevocable once given.
8. Securities Laws. The Committee may from time to time impose any
conditions on the Restricted Shares as it deems necessary or advisable to ensure
that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued
and resold in compliance with the Securities Act of 1933, as amended.
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9. Delivery of Shares. Upon a Vesting Date, the Company shall notify
Grantee (or Grantee's legal representatives, estate or heirs, in the event of
Grantee's death before a Vesting Date) that the restrictions on the Restricted
Shares have lapsed. Within ten (10) business days of a Vesting Date, the Company
shall, without payment from Grantee for the Restricted Shares, deliver to
Grantee a certificate for the Restricted Shares without any legend or
restrictions, except for such restrictions as may be imposed by the Committee,
in its sole judgment, under Paragraph 8, provided that no certificates for
Shares will be delivered to Grantee until appropriate arrangements have been
made with Employer for the withholding of any taxes which may be due with
respect to such Shares. The Company is authorized to withhold from any cash
remuneration then or thereafter payable to Grantee an amount sufficient to cover
required tax withholdings and is further authorized to cancel a number of Shares
for which the restrictions have lapsed having an aggregate Fair Market Value
equal to the required tax withholdings. The Company may condition delivery of
certificates for Shares upon the prior receipt from Grantee of any undertakings
which it may determine are required to assure that the certificates are being
issued in compliance with federal and state securities laws. The right to
payment of any fractional Shares shall be satisfied in cash, measured by the
product of the fractional amount times the fair market value of a Share on the
Vesting Date, as determined by the Committee.
10. Award Not to Affect Employment. The Award granted hereunder shall not
confer upon Grantee any right to continue in the employment of the Company or
any Subsidiary.
11. Miscellaneous.
(a) The address for Grantee to which notice, demands and other
communications are to be given or delivered under or by reason of the provisions
hereof shall be the Grantee's address as reflected in the Company's personnel
records.
(b) This Award and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and construed
in accordance with the laws of Pennsylvania.
BRANDYWINE REALTY TRUST
BY: ________________________________
TITLE:______________________________
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