Exhibit 10.1
January 9,
2007
Mr. Darryl
M. Dunn
35 Brittany Lane
Glenmoore, PA 19343
Dear
Darryl:
We are
pleased to offer you the position of Vice President, Chief
Accounting Officer and Treasurer, to be located in our Corporate
Headquarters office in Radnor, Pennsylvania. The terms of our offer
are detailed below:
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Effective
Date:
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January 15,
2007
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Reports
to:
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Howard M. Sipzner, in his
role as Chief Financial Officer
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Base
Salary:
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$8,125.00, paid
semi-monthly on the 15 th and last day of the month
($195,000.00 Annualized)
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Incentive
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Programs:
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You will become a
participant in the Company’s Executive Short and Long Term
Compensation Programs, which provide incentive awards based on the
attainment of Company, business unit, and individual goals. Through
these plans, your total eligible incentive compensation target
award shall be the sum of and applicable to and payable in each of
(x) a cash bonus between 25% and 30% of your annual base salary and
(y) common shares, performance share units and/or options with a
fair market value at the time of grant equal to between 25% and 30%
of your annual base salary, which vest over a five-year period.
Bonus awards to officers are payable in amounts as determined by
the Compensation Committee of the Board of Trustees, taking into
account the recommendations of the CFO and the CEO. Bonus awards
are normally paid to officers in the first quarter following the
performance year. Dividends on unvested share awards are payable to
you in cash at the time they are distributed to shareholders.
As a Vice President, you are required to hold BDN shares equivalent
to the lesser of (i) 50% of the aggregate dollar amount of bonuses
awarded in the form of Company equity awards (such as restricted
shares) during the period following the commencement of your
employment and (ii) 1.5 multiplied by your base salary. Unvested,
restricted shares count toward meeting this requirement. Consistent
with Brandywine’s insider share ownership policy, 25% of your
cash bonus must be converted to BDN shares toward satisfaction of
the goals for your position. Brandywine offers a deferred
compensation plan and certain features of the plan may also help
facilitate your meeting this requirement, or you may purchase
shares on the open market during approved “trading
windows”.
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Signing
Bonus:
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In addition to the other
benefits set forth in this letter, the Company will award you
within ten (10) days of your commencement of employment as a
transition signing bonus: Fifteen Thousand Dollars
($15,000.00).
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Severance
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Protection:
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If your employment
terminates within 365 days following the date that we undergo a
change of control (or upon death or disability), then you will be
entitled to a severance payment in an amount based on a 1.0
multiple of the sum of (i) your base salary and (ii) your most
recent annual long-term cash and equity bonus. You will also
receive continuing medical coverage for a period of time as
well.
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Benefits:
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You will be eligible to
enroll in Brandywine’s welfare and retirement plans in
accordance with the terms and conditions thereof per the following
schedule, assuming a start date on or before January 31,
2007:
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Medical, Dental and
Vision Plans:
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March 1, 2007
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Life and Disability
Plans:
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March 1, 2007
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401(k) Plan:
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April 1, 2007
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Vacation:
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Three (3)
weeks
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Business Expenses and
Mileage Reimbursement
You will receive reimbursement for normal, ordinary and reasonable
business expenses upon your submission of receipts substantiating
the expenses claimed in accordance with Company policy. As part of
reasonable expenses, you will be entitled to reimbursement for
business usage of your personal automobile at the current IRS
guideline per mile.
Confidential
Information
You acknowledge that, as an employee of Brandywine, you will
acquire information about certain matters which are confidential
and which information is the exclusive property of Brandywine,
including, but not necessarily limited to: (a) information
concerning financial and strategic planning, market research, and
operations; (b) information concerning pricing, marketing and sales
policies, methods, techniques and concepts, in respect of products
and services provided or to be provided by Brandywine; (c) names
and addresses, course of dealing with and preferences of customers
and tenants of Brandywine; and (d) names and addresses of suppliers
and prices charged by suppliers. Accordingly, you undertake to
treat confidentially all information and agree not to disclose it
to any third party either during your employment, except as may be
necessary to perform your duties, or after termination of your
employment, for any reason, except with the written permission of
Brandywine.
No
Contractual Obligations
You have represented to us that
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