Attachment A
BRANDYWINE REALTY TRUST
PERFORMANCE SHARE
AWARD
This is a Performance Share Award
dated as of ___________, 2007 (“Date of Grant”) from
Brandywine Realty Trust, a Maryland real estate investment trust
(the “Company”) to Howard M. Sipzner
(“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 Performance 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
” 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 Performance Share,
the period beginning on the Date of Grant and ending on the
applicable Vesting Date for such Performance Share.
(m) “ Performance
Shares ” means the 18,010 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 Performance Shares, as provided in Paragraph
3.
2. Grant of Performance
Shares . Subject to the terms and conditions set forth herein
and in the Plan, the Company hereby grants to Grantee the
Performance Shares.
3. Vesting of Performance
Shares .
(a) Subject to the terms and
conditions set forth herein and in the Plan, Grantee shall vest in
the Performance Shares on the Vesting Dates set forth in Paragraph
3(b), and as of each Vesting Date, shall be entitled to the
delivery of Shares with respect to such Performance 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, or (iii)
Grantee’s termination of employment for any reason other than
Cause or (vi) the Grantee terminates employment with the Company
and its affiliates for Good Reason (“Good Reason” as
used herein shall have the same meaning as defined in that certain
Employment Agreement executed on the same day herewith as this
Performance Share Award agreement by and between the Company and
the Grantee).
(b) Subject to Paragraphs 3(a) and
3(c), a Vesting Date for Performance Shares subject to the Award
shall occur in accordance with the following schedule:
