BRANDYWINE REALTY TRUST
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
RESTRICTED PERFORMANCE SHARE UNIT
AND DIVIDEND EQUIVALENT RIGHTS
AWARD AGREEMENT
ISSUED PURSUANT TO THE
2009-2011 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM
This
RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS
AWARD AGREEMENT (the “Award Agreement”), dated as of
the 1st day of April, 2009, is between Brandywine Realty Trust, a
Maryland real estate investment trust (the “Trust”),
and
(the “Grantee”).
WHEREAS , the Trust’s Compensation Committee (the
“Committee”) established the Brandywine Realty Trust
2009-2011 Restricted Performance Share Unit Program (the
“Program”) under the Brandywine Realty Trust Amended
and Restated 1997 Long-Term Incentive Plan (the
“Plan”);
WHEREAS , the Plan provides for the award of
“Performance Shares” (as defined in the Plan) (which
award is referred to as a “Restricted Performance Share
Unit” or an “RSU” in the Program and herein) to
participants following the attainment of a designated corporate
performance goal;
WHEREAS , the Program treats dividend equivalent rights
(“DERs” as defined the Program) as additional
Performance Shares;
WHEREAS , the Program designates a corporate performance
goal that determines if and the extent to which Shares will become
deliverable to a participant in the Program based on his or her
Restricted Performance Share Units;
WHEREAS , the Grantee may defer delivery of his or her
Shares (if deliverable) until a later date and, if so deferred, the
Grantee will be awarded additional DERs with respect to such
Shares; and
WHEREAS , DERs awarded with respect to Restricted
Performance Share Units and deferred Shares will be expressed as a
dollar amount, which will be applied to “purchase”
additional Restricted Performance Share Units and notional shares
of the Trust, as applicable (on which DERs will also be awarded),
and will be settled in actual shares of the Trust (and in cash to
the extent the Grantee’s account holds a fractional
Restricted Performance Share Unit or notional share);
NOW THEREFORE , in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1.
Potential Award of Shares
(a) The
Grantee is hereby awarded a number of initial “Base
Units” (as defined in the Program) equal to
Restricted Performance Share Units. The Grantee’s Base Units
will increase in number pursuant to the “purchase” of
additional Restricted Performance Share Units with DERs, as
described in subsections (b) and (e) below.
(b) The
Grantee is hereby awarded a DER with respect to each of his or her
Base Units, as such number of units may be increased from time to
time pursuant to subsection (e) below. If the Grantee makes a
deferral election under Section 4(f) of the Program, the Grantee
shall also be awarded DERs with respect to each deferred
Share.
