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 _________ ("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 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) "Fair Market Value" means "Fair Market Value" as
defined in the Plan.
(k) "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.
(l) "Restricted Shares" means the ____ Shares which are
subject to vesting and forfeiture in accordance with the terms of this Award.
(m) "Rule 16b-3" means Rule 16b-3 promulgated under the
1934 Act, as in effect from time to time.
(n) "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.
(o) "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.
(p) "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. 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.
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.
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(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 a Change of Control, and
the Restricted Shares, to the extent not previously vested, shall thereupon vest
in full, provided that (i) 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 (ii) Grantee's termination of employment before the date of the
Change of Control occurred because of Grantee's death or Disability.
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 death or
Disability, Grantee shall forfeit any such Restricted Share which has not vested
as of such termination of employment. Grantee shall not 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.
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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.
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.
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(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:
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TITLE: President and Chief Executive Officer
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