Exhibit 10.128
BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD
This is a Restricted Share Award dated January 2, 1998 from
Brandywine Realty Trust, a Maryland real estate investment trust (the
"Company") to John M. Adderly, Jr. ("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 January 2, 1998, the date
on which the Company awarded the Restricted Shares.
(h) "Employer" means the Company or the Subsidiary
for which Grantee is performing services on the applicable Vesting Date.
(i) "Restricted Period" means, with respect to each
Restricted Share, the period beginning on the Date of Grant and ending on the
Vesting Date.
(j) "Restricted Shares" means the 21,109 Shares
which are the subject of the Award hereby granted.
(k) "Rule 16b-3" means Rule 16b-3 promulgated under
the 1934 Act, as in effect from time to time.
(l) "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.
(m) "Subsidiary" means, with respect to the Company
or parent, 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.
(n) "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, Participant 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 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.
(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 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 is due to
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) As to twenty percent (20%) of the
Restricted Shares, December 31, 1998;
(ii) As to an additional twenty percent
(20%) of the Restricted Shares, December 31, 1999;
(iii) As to an additional twenty percent
(20%) of the Restricted Shares, December 31, 2000;
(iv) As to an additional twenty percent
(20%) of the Restricted Shares, December 31, 2001;
(v) As to an additional twenty percent
(20%) of the Restricted Shares, December 31, 2002.
(c) Notwithstanding Paragraph 4(b), a Vesting Date
for all Restricted Shares subject to the Award 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
is because of 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
during the Restricted Period for reasons other than as described in Paragraph
4(c), Grantee shall forfeit the Restricted Shares which have 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
16 Campus Boulevard
Suite 150
Newtown Square, PA 19073
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 mailed, first
class 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 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:______________________________