BRANDYWINE REALTY
TRUST
PERFORMANCE SHARE AWARD
This
is a Performance Share Award dated as of February 9, 2007 (the
“Date of Grant”), from Brandywine Realty Trust, a
Maryland real estate investment trust (the “Company”)
to Gerard H. Sweeney (“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 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
Employment Agreement or 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) “
Employment Agreement ” means the Amended and Restated
Employment Agreement between Grantee and the Company, dated as of
February 9, 2007, as amended from time to time, or any
subsequent employment agreement between Grantee and the Company as
in effect at the time of determination.
(l) “
Fair Market Value ” means “Fair Market
Value” as defined in the Plan.
(m) “
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.
(n) “
Performance Shares ” means the 65,360 Shares which are
subject to vesting and forfeiture in accordance with the terms of
this Award.
(o) “
Resignation for Good Reason ” means “Resignation
for Good Reason” as defined in the Employment
Agreement.
(p) “
Rule 16b-3 ” means Rule 16b-3 promulgated
under the 1934 Act, as in effect from time to time.
(q) “
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.
(r) “
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.
(s) “
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.
(b) Subject
to Paragraphs 3(a) and 3(c), a V
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