Exhibit 10.25
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SEPARATION AGREEMENT
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THIS SEPARATION AGREEMENT is dated as of March 21, 1997 and is
made by and between JOHN P. GALLAGHER ("Gallagher"), an individual who resides
at 783 Valley Road, Blue Bell, Pennsylvania 19422, as well as each and every
dependent, heir, executor, legal representative and assign of Gallagher, and
BRANDYWINE REALTY TRUST ("BRT"), a Maryland real estate investment trust, having
its headquarters at 16 Campus Boulevard, Newtown Square, Pennsylvania 19073,
together with each and every one of its predecessors, successors (by merger or
otherwise), parents, subsidiaries (including but not limited to Brandywine
Realty Services Corporation ("BRSC")), affiliates, divisions, trustees,
directors, officers, employees and agents, whether present or former.
WHEREAS, Gallagher entered into an Employment Agreement dated
as of July 31, 1996 (the "Employment Agreement") with BRSC;
WHEREAS, BRSC assigned its rights and delegated its
obligations under the Employment Agreement to BRT;
WHEREAS, the parties intend that Gallagher's employment with
BRT will terminate on April 1, 1997 and that the Employment Agreement will
terminate on that date;
WHEREAS, Gallagher and BRT desire to part on an amicable
basis.
NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, Gallagher and BRT, acting of their own free will and
intending to be legally and irrevocably bound, hereby agree as follows:
1. Employment Termination. Gallagher agrees that his
employment with BRT is terminated, effective as of April 1, 1997, and Gallagher
resigns from all positions with BRT, effective as of April 1, 1997. Without
limiting the generality of the foregoing, all rights and obligations of BRT and
Gallagher under the Employment Agreement shall terminate, effective as of April
1, 1997. Gallagher waives any and all rights to reinstatement and/or
consideration for future employment with BRT.
2. Salary Continuation. BRT agrees to pay Gallagher salary
continuation in the total amount of One Hundred Four Thousand Five Hundred
Dollars ($104,500.00) for the period from April 1, 1997 to August 22, 1998. This
salary continuation will be paid in the same manner and with the same federal,
state and local tax withholdings as Gallagher's current salary.
3. COBRA. For the one-year period commencing April 1, 1997,
BRT will provide Gallagher with family coverage under the Company's group
medical plan subject to the
terms of the plan as in effect from time to time. Any required employee
contribution to the medical plan premium will be deducted from Gallagher's
salary continuation payments. Gallagher's employment, for purposes of
continuation of benefits for himself and eligible dependents at his (or their)
own cost under COBRA, shall terminate on April 1, 1997. Accordingly, Gallagher's
statutory right under COBRA to continue participation in BRT's group medical
coverage for a period of up to eighteen (18) months, at his own cost, shall
terminate 18 months after April 1, 1997. Gallagher agrees to promptly notify BRT
by written notice to the President and Chief Executive Officer of BRT if he
becomes eligible to participate in a comparable medical plan with a new
employer.
4. Transfer of Partnership Interest. Gallagher agrees to
transfer all of his right, title and interest as a partner in Brandywine Realty
Services Partnership ("BRSP") to BRSP on April 1, 1997 in exchange for $25.00
and shall, on such date, withdraw as a partner of BRSP.
5. Confidentiality.
(a) Gallagher agrees that he will not disclose or
use, for his direct or indirect benefit or the direct or indirect benefit of any
third party, any Confidential Information (as hereinafter defined) of BRT.
"Confidential Information" means any and all proprietary or non-public
information of BRT, including without limitation, information as to BRT's
business and financial strategy and BRT's relationships with actual and
prospective sellers or buyers of real estate or tenants of real estate.
Confidential Information does not include information that is generally known in
the real estate industry.
(b) Gallagher agrees that he will, effective as of
April 1, 1997: (i) discontinue all use of Confidential Information; (ii) return
to BRT all material furnished by BRT that contains Confidential Information; and
(iii) erase any Confidential Information contained in computer memory under his
ownership or control.
(c) Gallagher agrees to return to BRT on April 1,
1997 any documents and material whatsoever relating to the business of BRT. He
also agrees that he will not make or retain copies of the foregoing.
6. Waiver and Release of Claims. Gallagher completely
releases, relinquishes, waives and discharges BRT, its officers, trustees,
directors, employees, agents, successors and assigns from all claims,
liabilities, demands and causes of action, known or unknown, filed or
contingent, which he may have or claim to have against BRT as of the date of
termination of his employment arising out of or in any way related to his
employment with BRT or the termination of that employment. Gallagher agrees that
he has executed this Agreement on his own behalf, and also on behalf of his
dependents, heirs, agents, representatives and assigns. This release includes,
but is not limited to, a release of any rights or claims he may have under:
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(a) the Age Discrimination in Employment Act, which
prohibits age discrimination in employment;
(b) Title VII of the Civil Rights Act of 1964, as
amended by the Civil Rights Act of 1991, which prohibits discrimination in
employment based on race, color, national origin, religion or sex;
(c) the Americans with Disabilities Act, which
prohibits discrimination on the basis of a covered disability;
(d) the Employer Retirement and Income Security Act,
which prohibits discrimination on the basis of entitlement to certain benefits;
(e) any other federal, state or local laws or
regulations prohibiting employment discrimination;
(f) breach of any express or implied contract claims;
(g) wrongful termination or any other tort claims,
including claims for attorney's fees, whether based on common law or otherwise;
(h) all claims to acquire or exercise any other
rights or entitlements of stock, warrants, options, or other securities of BRT;
provided that nothing contained herein shall terminate or restrict Gallagher's
rights under the warrants held by him on the date hereof exercisable for an
aggregate of 40,000 common shares of beneficial interest of BRT at any time
before 5:00 p.m. on August 22, 2002, as more fully provided in said warrants.
BRT agrees to release, relinquish, waive and discharge
Gallagher of all claims, liabilities, demands and causes of action, known or
unknown, which it may have or claim to have against Gallagher as of the date of
the signing of this Agreement. This release does not waive BRT's right to
enforce claims arising under this Agreement or any claims which by law may not
be waived.
7. Cooperation. Gallagher agrees to cooperate with BRT and its
executives in facilitating an orderly transition with respect to matters
relating to his responsibilities as a BRT executive, and, in furtherance of such
agreement, agrees to provide, at no additional compensation, reasonable
consultation to BRT's Chairman of the Board, President and Chief Executive
Officer and such other executives, including BRT's Chief Financial Officer, as
they may identify from time to time. Gallagher agrees that he will not in the
future voluntarily assist any individual or entity in preparing, or prosecuting
any action or proceeding against BRT, its trustees, directors, officers,
employees, or affiliates, including but not limited to, any administrative
agency claims. Gallagher also agrees that he will, at BRT's expense and without
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unreasonably interfering with his future employment obligations, cooperate with
and assist BRT in its defense of any such action or proceeding.
8. Arbitration of Disputes Under this Agreement. The parties
agree that any and all disputes arising out of the performance or breach of this
Agreement or any promise or covenant herein shall be resolved by submission to
arbitration in Philadelphia, Pennsylvania under, and in accordance with, the
rules and procedures of the American Arbitration Association.
9. Enforcement. All remedies at law and equity shall be
available for the enforcement of this Agreement. This Agreement may be pleaded
as a full bar to the enforcement of any claim in any way related to or arising
out of Gallagher's employment with BRT and/or the termination of his employment
to the extent of the waivers set forth in Paragraph 6 above.
All sums due to Gallagher hereunder shall be paid without
reduction for compensation earned by Gallagher in any subsequent employment and
shall be payable to Gallagher or his estate notwithstanding Gallagher's death,
disability or any other factor.
10. Opportunity to Review and Right to Revoke. Gallagher
acknowledges that he is acting of his own free will, that he has been afforded
twenty-one (21) days to read and review the terms of this Agreement, that he has
been advised to, and has had an opportunity to, seek the advice of counsel, and
that he is voluntarily entering into this Agreement with full knowledge of its
respective provisions and effects. Gallagher also acknowledges that he has seven
(7) days following his signing of this Agreement to revoke this Agreement in
which case BRT will have no obligation to make any payment to him.
11. Contractual Effect. The parties understand and acknowledge
that the terms of this Agreement are contractual and not a mere recital.
Consequently, they expressly consent that this Agreement shall be given full
force and effect according to each and all of its express terms and provisions,
and that it shall be binding upon the respective parties as well as their heirs,
executors, successors, administrators and assigns.
12. Governing Law. This Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, Gallagher and BRT each acknowledge that
they are acting of their own free will, that they have had a sufficient
opportunity to read and review the terms of this Agreement, they have each
received the advice of their respective counsel with
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respect hereto, and that they have voluntarily caused the execution of this
Agreement and by reference herein as of the day and year set forth below.
/s/ John P. Gallagher Witness: /s/ Anthony A. Nichols, Sr.
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John P. Gallagher
On behalf of Brandywine Realty Trust:
By: /s/ Gerard H. Sweeney Witness: /s/ Anthony A. Nichols, Sr.
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Title: President and Chief Executive Officer
JOINDER
Pursuant to Paragraph 4 of the above agreement, Brandywine Realty
Services Partnership ("BRSP") hereby pays to John P. Gallagher the sum of $25.00
in exchange for his entire right, title and interest as a partner in BRSP.
BRANDYWINE REALTY SERVICES
PARTNERSHIP
By: /s/ Gerard H. Sweeney
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Gerard H. Sweeney, a General Partner
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