Brandywine Realty
Trust
Restricted Share Award
This
is a Restricted Share Award dated as of April 1, 2009 (“
Date of Grant ”) 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 Amended
and Restated 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, which Restricted Shares constitute “Performance
Shares” under the Plan.
(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 a “Change of
Control” as defined in the Plan; provided that if the Change
in Control arises from a transaction described in clause (ii)(A) of
the definition of “Change in Control” in the Plan, then
a Change of Control shall occur hereunder on the date of the
closing or effectiveness of such transaction.
(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 ” has the meaning shown
above.
(h) “
Deferred Compensation Plan ” means the Brandywine
Realty Trust Executive Deferred Compensation Plan, as in effect
from time to time.
(i) “
Disability ” means “Disability” as defined
in the Plan.
(j) “
Employer ” means the Company or the Subsidiary for
which Grantee is performing services on the applicable Vesting
Date.
(k) “
Fair Market Value ” means “Fair Market
Value” as defined in the Plan.
(l) “
Performance 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.
(m) “
Restricted Shares ” means the [_________] Shares which
are subject to vesting and forfeiture in accordance with the terms
of this Award.
(n) “
Rule 16b-3 ” means Rule 16b-3 promulgated
under the 1934 Act, as in effect from time to time.
(o) “
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.
(p) “
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.
(q) “
Vesting Date ” means the date(s) on which Grantee
vests in all or a portion of the Restricted Shares, as provided in
Paragraph 3.
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.
3.
Vesting of Restricted Shares .
(a) Subject
to the terms and conditions set forth herein and in the Plan,
Grantee shall vest in the Restricted Shares on the Vesting Date set
forth in Paragraph 3(b) and as of the Vesting Date set forth in
Paragraph 3(b) shall be entitled to the delivery of Shares with
respect to such Restricted Shares; 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 Performance Period, or (ii) Grantee’s
termination of employment before the Vesting Date occurred because
of Grantee’s death or Disability.
(b) Subject
to Paragraphs 3(a) and 3(c), a Vesting Date for Restricted Shares
subject to the Award shall occur on April 1, 2012.
(c) Notwithstanding
Paragraphs 3(a) and 3(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:
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(i)
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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
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(ii)
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Grantee’s termination of
employment before the date of the Change of Control occurred
because of Grantee’s death or Disability.
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(d) To
the extent provided under the Deferred Compensation Plan, Grantee
may elect to defer the receipt of Shares issuable with respect to
Restricted Shares. To the extent Grantee has elected to defer the
receipt of such Shares, such Shares shall be delivered at the time
or times designated pursuant to the Deferred Compensation
Plan.
4.
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 4, the Restricted Shares shall be deemed
canceled.
(b) The
provisions of this Paragraph 4 shall not apply to Restricted
Shares as to which a Vesting Date has occurred.
5.
Rights of Grantee . During the Performance Period, with
respect to the Restricted Shares, Grantee shall have the right to
receive a cash payment equal to the value of any distributions or
dividends payable with respect to Shares.
6.
Notices . Any notice to the Company under this Award shall
be made to:
Brandywine
Realty Trust
555 E. Lancaster Ave., Suite 100
Radnor, PA 19087
Attention: General Counsel
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.
7.
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.
8.
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 Restricted Shares have vested. Except to the extent that
Grantee has
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elected to
defer the delivery of Shares under the Deferred Compensation Plan,
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 7,
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 t
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