BRANDYWINE REALTY TRUST| 2009-2011 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM (Established under the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan)

EXHIBIT 10.5

BRANDYWINE REALTY TRUST|
2009-2011 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM

(Established under the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan)

TABLE OF CONTENTS

BRANDYWINE REALTY TRUST
2009-2011 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM

(Established under the Brandywine Realty Trust
Amended and Restated 1997 Long-Term Incentive Plan)

PREAMBLE

           WHEREAS , Brandywine Realty Trust (the “Trust”) established, and its shareholders approved, the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the “Plan”), primarily in order to award equity and equity-based benefits to officers, employees and Trustees of the Trust and its Subsidiaries (as defined in the Plan);

           WHEREAS , one kind of an equity-based benefit that can be awarded under the Plan is a “Performance Share,” which entitles the recipient to receive Shares, without payment, following the attainment of designated performance goals;

           WHEREAS , the Trust’s Compensation Committee (the “Committee”) is responsible for the administration of the Plan and may, pursuant to the powers granted to it thereunder, adopt rules and regulations for the administration of the Plan and determine the terms and conditions of each award granted thereunder;

           WHEREAS , the Committee desires to establish a program for the 2009 through 2011 period under the Plan for the benefit of certain officers of the Trust and Subsidiaries whereby such officers would receive Performance Shares under the Plan, based on the extent to which the Trust attains the corporate goal set forth in the program; and

           WHEREAS , the Committee established in writing the objective performance goals for use under the program, within the meaning of Treas. Reg. §1.162-27(e)(2)(i), in its March 17, 2009 meeting;

           NOW, THEREFORE , effective as of January 1, 2009, the Brandywine Realty Trust 2009-2011 Restricted Performance Share Unit Program is hereby adopted (under the Plan) by the Committee, with the following terms and conditions:

     1.  Purposes . The purposes of the Program are to motivate certain officers of the Trust to achieve challenging goals for the Trust that reflect value creation for shareholders, and to focus the attention of the eligible officers on an important financial indicator of success of the Trust and of other companies in the same business as the Trust.

     2.  Definitions .

          (a) “Award” means an award of Restricted Performance Share Units to a Participant.

          (b) “Award Agreement” means a written document evidencing the grant to a Participant of an Award.

          (c) “Base Units” means the number of Restricted Performance Share Units set forth in the Award Agreement (increased by any additional Restricted Performance Share Units “purchased” pursuant to Section 4(e) hereof) by which the number of Shares that may be delivered to a Participant is measured.

          (d) “Board” means the Board of Trustees of the Trust.

          (e) “Business Combination” means a transaction described in clause (ii)(A) of the definition of “Change in Control.”

          (f) “Change in Control” means “Change in Control” as such term is defined in a Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as defined in the Plan.

          (g) “Code” means the Internal Revenue Code of 1986, as amended.

          (h) “Committee” means the Compensation Committee of the Board, which Committee has developed the Program and has the responsibility to administer the Program under Section 2 of the Plan and Section 10 hereof.

          (i) “Corporate Goal” means the specific performance goal, set forth in Section 4(a) hereof, which must be achieved in order for a Participant to receive Shares under an Award.

          (j) “DER” means a dividend equivalent right—i.e., an award that entitles the recipient to receive a benefit in lieu of cash or non-cash dividends that would be payable on any or all Shares subject to another award granted to the Participant under the Plan, or that would be payable on a number of notional Shares unrelated to another award, in either case had such Shares been outstanding.

          (k) “Disability Termination” means the termination of a Participant’s employment under the disability provisions of the Participant’s Employment Agreement or, if the Participant is not a party to an Employment Agreement, then as a result of a “Disability” as defined in the Plan.

          (l) “Effective Date” means January 1, 2009.

          (m) “Employer” means, collectively and individually (as applicable), the Trust and any Subsidiary.

          (n) “Employment Agreement” means the written agreement entered into by a Participant and an Employer (if any) setting forth the terms and conditions of the Participant’s employment, as amended at any applicable time.

          (o) “Measurement Period” means the period beginning on the Effective Date and ending on the earlier of (i) December 31, 2011; (ii) the date of a Change in Control (provided that, if the Change in Control arises from a Business Combination, the Measurement Period shall end on the date of the closing or effectiveness of the Business Combination, as applicable); or (iii) with respect to a Participant whose employment terminates on account of death or Disability, as provided in Section 4(c).

          (p) “Participant” means each individual who has received an Award under the Program.

          (q) “Plan” means the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as it may be amended from time to time.

          (r) “Program” means the Brandywine Realty Trust 2009-2011 Restricted Performance Share Unit Program (established under the Plan), as it may be amended from time to time.

          (s) “Restricted Performance Share Unit” or “RSU” means an Award of a “Performance Share,” as such term is defined in the Plan.

          (t) “Shares” means “Shares” as such term is defined in the Plan.

          (u) “Subsidiary” has the meaning provided in the Plan.

          (v) “Trust” means Brandywine Realty Trust, a Maryland real estate investment trust.

          (w) “Trustee” means a member of the Board.

     3.  Award Agreement . Each Participant shall be issued an Award Agreement setting forth the initial number of Base Units awarded to the Participant and entitling the Participant to receive the number of Shares determined under Section 4 hereof based on the extent to which the Corporate Goal is achieved. Such Base Units shall be subject to the adjustments described in Section 8 hereof. Each Award Agreement and the Shares which may be delivered thereunder are subject to the terms of this Program and the terms of the Plan.

     4.  Performance Goal; Delivery of Shares .

          (a) If, for the Measurement Period, the Trust’s performance, based on its “TRS” (as defined below), equals or exceeds the “Threshold” (as defined below), then the Trust shall deliver to each Participant the number of Shares (rounded down to the nearest whole number of Shares) determined by first multiplying the whole percentile (expressed as a percentage equal to the percentile rounded up for fractions of one-half or greater) at which the Trust’s TRS for the Measurement Period places the Trust among the component members (excluding the Trust) of the “MSCI US REIT Index” (as defined below) for the Measurement Period, each ranked pursuant to such TRS, by two, and then multiplying that product by the Participant’s Base Units; provided, however, that: (i) if the Trust’s TRS places the Trust at or above the 75th percentile among the component members (excluding the Trust) of the MSCI US REIT Index at the end of the Measurement Period (ranked based upon each such member’s TRS for the Measurement Period) then the number of Shares that will be delivered shall equal 200% of the Participant’s Base Units and (ii) if the Trust’s TRS places the Trust above the 50th percentile and below the 75 ^th percentile among the component members (excluding the Trust) of the MSCI US REIT Index at the end of the Measurement Period (ranked based upon each such member’s TRS for the Measurement Period) then the number of Shares that will be delivered shall equal a percentage of the Participant’s Base Units, with such percentage derived through a straight-line interpolation with a deemed minimum percentage of 100% at the 50 ^th percentile and a deemed maximum percentage of 200% at the 75 ^th percentile. Accordingly, for example, if the Trust’s TRS places the Trust at the 62.5 ^th percentile (i.e., the mid-point between the 50 ^th and 75 ^th percentiles), then the percentage to be applied to the Participant’s Base Units would be 150%. Notwithstanding the preceding sentence, Shares will be delivered under the Program to the extent that Shares remain available under the Plan; and if the total number of Shares to be delivered exceeds the number of Shares available under the Plan, then the number of Shares for each Participant will be reduced on a pro rata basis based on each individual Participant’s Base Units as compared to the total of all Participants’ Base Units. If, for the Measurement Period, the Trust’s performance, based on its TRS, does not equal or exceed the Threshold, the Trust shall not deliver any Shares to the Participants. Also, except as provided in subsection (c) below, a Participant must be employed by an Employer on the last day of the Measurement Period in order to receive any Shares under this Program. See Appendix A attached hereto for examples illustrating the operation of this Section.

          (b)  Definitions for this Section . The following terms shall be defined as set forth below:

               (1) “MSCI US REIT Index” means the MSCI US REIT Index’s gross index (as it may be renamed from time to time) or, in the event such index shall cease to be published, such other index as the Committee shall determine to be comparable thereto.

               (2) “Share Value” means, as applicable and except as provided in the following sentence, the average of the closing prices of one Share on the New York Stock Exchange (the “NYSE”) (or, if not then listed on the NYSE, on the principal market or quotation system on which Shares are then traded) for (i) the 60 days on which Shares were traded prior to the Effective Date (for the value of a Share on the Effective Date); or (ii) the 60 days on which Shares were traded prior to and including the last day of the Measurement Period (for the value of a Share on the last day of the Measurement Period); provided that for purposes of Section 4(e) below and the “purchase” of additional RSUs thereunder, “Share Value” means the closing price of one Share on the NYSE (or, if not then listed on the NYSE, on the principal market or quotation system on which Shares are then traded) on the applicable dividend payment date. In the event of a Business Combination approved by the shareholders of the Trust on or prior to December 31, 2011, Share Value shall mean the final price per Share agreed upon by the parties to the Business Combination.

               (3) “Threshold” means that, for the Measurement Period, the Trust’s TRS places the Trust at least at the 25th percentile among the component members (excluding the Trust) of the MSCI US REIT

Index at the end of the Measurement Period (ranked based upon each such member’s TRS for the Measurement Period).

               (4) “TRS” means total return to shareholders for the Measurement Period for the Trust and for the other component members of the MSCI US REIT Index (i.e., those component members used for purposes of compiling the MSCI US REIT Index as of the first day of the Measurement Period and that remain publicly held companies as of the last day of the Measurement Period, whether or not they are still included in the MSCI US REIT Index on such last day).

          (c)  Termination of Employment . Upon a Participant’s termination of employment on or prior to the last day of the Measurement Period, the following shall occur:

               (1)  Termination on Account of Disability or Death . If, on or prior to the last day of the Measurement Period, (i) the Participant incurs a Disability Termination, or (ii) the Participant dies, then the Participant (or the Participant’s beneficiary(ies), if applicable) shall be eligible to receive Shares (if any) under the Program as if the Measurement Period ended on the last day of the month in which termination or death occurred and as though the Participant had remained employed by the Employer through such date.

               (2)  Termination for Any Other Reason . If, on or prior to the last day of the Measurement Period, the Participant’s employment with the Employer terminates for any reason other than a reason described in paragraph (1) above, the Participant shall forfeit all of the Base Units (and all of the Shares that may have become deliverable with respect to such Base Units) subject to the RSUs the Participant was granted under the Program.

          (d)  Determination of Performance; Share Delivery . Within 30 days after the end of the Measurement Period, the Committee shall provide each Participant (or in the case of termination of a Participant covered in Section 4(c), to the affected Participant or his or her legal representative) with a written determination of whether the Trust did or did not attain the Corporate Goal for the applicable Measurement Period (and, if applicable, the extent to which the Corporate Goal was attained) and the calculations used to make such determination. If Shares are to be delivered under the Program, they shall be delivered to Participants on March 1, 2012 (unless a Participant elects otherwise pursuant to subsection (f) below) or, if a Change in Control occurs before January 1, 2012, on the fifth day after the last day of the Measurement Period ending on (or, if applicable, after) the Change in Control or, in the case of termination of a Participant covered in Section 4(c), on or before the thirtieth day after the date of termination of the Participant.

          (e)  DERs . Participants shall be awarded DERs with respect to their initial number of Base Units. Each DER will be expressed as a specific dollar amount (the “Dollar Amount”) equal to the dollar amount of the dividend paid on an actual Share on a specific date (the “Dividend Date”) multiplied by the Participant’s initial number of Base Units. Without limiting Section 8, the dollar amount of any non-cash dividends shall be determined by the Compensation Committee in its discretion. Until the end of the Measurement Period, the Committee will apply the Dollar Amount to “purchase” a number of additional RSUs equal to the Dollar Amount divided by the Share Value. The delivery of Shares under such additional RSUs shall also be subject to the attainment of the Corporate Goal set forth in subsection (a) above. DERs shall also be awarded on