exv10w2



 







Exhibit 10.2



CHANGE-IN-CONTROL




AND




SEVERANCE PROTECTION AGREEMENT



THIS CHANGE-IN-CONTROL AND SEVERANCE PROTECTION AGREEMENT is entered into as of the 15th
day of January, 2008 by and between Robert K. Wiberg (“Executive”) and Brandywine Realty Trust (the
“Company”), and shall be effective as of January 6, 2008.


WHEREAS, Executive is currently employed by the Company and/or a Subsidiary (as defined below) of
the Company;


WHEREAS, in order to encourage Executive to remain an employee of the Company and/or a Subsidiary,
the Company is entering into this Agreement with Executive.


NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:


1. Payment Obligation: Change of Control. The Company agrees that if (i) a Change of Control of the
Company occurs at a time when Executive is then an employee of the Company and/or a Subsidiary of
the Company and (ii) within 730 days following the occurrence of the Change of Control (a) the
Company or the purchaser or successor thereto (the “Purchaser”) terminates the employment of
Executive other than for Cause or (b) Executive resigns for Good Reason:


a. then the Company or Purchaser will be obligated to pay to Executive an amount equal to the
product of: (x) 2.0 multiplied by (y) the sum of (1) Executive’s annual base salary as in effect at
the time the Change of Control occurs and (2) the annual bonus paid to Executive in the calendar
year immediately preceding the calendar year in which the Change of Control occurs (unless the
Board, at the time of grant of the bonus award, provides that the value of the bonus shall not be
taken into account for purposes of this Agreement). Payment of the amounts provided for in this
Section 1.a shall be made as soon as reasonably practicable following Executive’s termination or
resignation, but, in any event, not later than ten (10) days after such termination or resignation.


b. Executive shall be entitled to medical coverage until the earlier of (1) the last day of the 730
day period following the date of termination or resignation or (2) the date on which the Executive
is eligible for coverage under a plan maintained by a new employer or under a plan maintained by
his spouse’s employer. Coverage shall be provided at the level in effect at the date of his
termination or resignation (or generally comparable coverage) for himself and, where applicable,
his spouse and dependents, as such coverage may be changed by the Company from time to time for
employees generally, as if the Executive had continued in employment during such period; or, cash
in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such
coverage, where such coverage may not be continued (or where such continuation would adversely
affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health
care continuation coverage period under section 4980B of the Code shall run concurrently with the
foregoing benefit period. In addition, Executive shall be entitled to continuation of all group
term life insurance benefits (but not including any supplemental life insurance benefits provided
to executives), or the equivalent coverage if provision of such coverage is not possible under the
group term life insurance policy, at no cost to Executive for the 730 day period following the date
of Executive’s termination or resignation.


2. Payment Obligation: Death or Disability. The Company agrees that if Executive dies or becomes
Disabled at a time when Executive is then an employee of the Company and/or a Subsidiary of the
Company, then the Company will pay to Executive or his estate, as applicable, an amount equal to
the product of: (x) 2.0 multiplied by (y) the sum of (1) Executive’s base salary as in effect at
the time the death or Disability occurs and (2) the annual bonus paid to Executive in the calendar
year immediately preceding the calendar year in which the death or Disability occurs.


3. No Right to Employment. This Agreement shall not confer upon Executive any right to remain an
employee of the Company or a Subsidiary of the Company, and shall only entitle Executive to the
payments and benefits in the limited circumstances set forth in Paragraphs 1 and 2 above.


4. Certain Definitions. As used herein:


a. “Board” means the Board of Trustees of the Company, as constituted from time to time.


b. “Cause” has the meaning assigned to it in the Plan (except that references in such Plan
definition to “Company” shall be interpreted to mean the Company or Purchaser, as applicable).


c. “Change of Control” means:


(1) the acquisition in one or more transactions by any “Person” (as the term person is used for
purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) of “Beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s
then outstanding voting


 









 






securities (the “Voting Securities”), provided that for purposes of this clause (1) Voting
Securities acquired directly from the Company by any Person shall be excluded from the
determination of such Person’s Beneficial ownership of Voting Securities (but such Voting
Securities shall be included in the calculation of the total number of Voting Securities then
outstanding); or


(2) approval by shareholders of the Company of:


(a) a merger, reorganization or consolidation involving the Company if the shareholders of the
Company immediately before such merger, reorganization or consolidation do not or will not own
directly or indirectly immediately following such merger, reorganization or consolidation, more
than fifty percent (50%) of the combined voting power of the outstanding voting securities of the
company resulting from or surviving such merger, reorganization or consolidation in substantially
the same proportion as their ownership of the Voting Securities outstanding immediately before such
merger, reorganization or consolidation;


(b) a complete liquidation or dissolution of the Company; or


(c) an agreement for the sale or other disposition of all or substantially all of the assets of the
Company; or


(3) acceptance by shareholders of the Company of shares in a share exchange if the shareholders of
the Company immediately before such share exchange do not or will not own directly or indirectly
immediately following such share exchange more than fifty percent (50%) of the combined voting
power of the outstanding voting securities of the entity resulting from or surviving such share
exchange in substantially the same proportion as their ownership of the Voting Securities
outstanding immediately before such share exchange; or


(4) a change in the composition of the Board over a period of twenty four (24) months or less such
that a majority of the Board members ceases to be comprised of individuals who either: (a) have
been board members continuously since the beginning of such period; or (b) have been elected or
nominated for election as Board members during such period by at least a majority of the Board
members described in clause (a) who were still in office at the time such election or nomination
was approved by the Board.


d. “Code” means the Internal Revenue Code of 1986, as amended.


e. “Disability” means a disability of Executive which renders Executive unable to perform the full
extent of his duties and responsibilities by reason of his illness or incapacity which would
entitle that person to receive Social Security Disability Income under the Social Security Act, as
amended, and the regulations thereunder. “Disabled” shall mean having a Disability. The
determination of whether Executive is Disabled shall be made by the Board, whose determination
shall be conclusive.


f. “Good Reason” means any of the following:


(1) a reduction in Executive’s base salary as in effect at the time of the Change of Control;


(2) a significant adverse alteration in the nature or status of Executive’s responsibilities from
those in effect at the time of the Change of Control; or


(3) relocation of the place where Executive performs his day-to-day responsibilities at the time of
the Change of Control by more than thirty (30) miles.


g. “Plan” means the Company’s 1997 Long-Term Incentive Plan, as amended.


h. “Subsidiary” means, in respect of the Company or parent, a subsidiary company, whether now or
hereafter existing, as defined in Sections 424(f) and (g) of the Code, and any other entity 50% or
more of the economic interests in which are owned, directly or indirectly, by the Company.


i. Tax Withholding, Etc. All compensation payable under this Agreement shall be subject to
customary withholding taxes and other employment taxes as required with respect to compensation
paid by an employer to an employee and the amount of compensation payable hereunder shall be
reduced appropriately to reflect the amount of any required withholding. The Company shall have no
obligation to make any payments to the Executive or make the Executive whole for the amount of any
required taxes.


5. Miscellaneous.


a. Controlling Law. This Agreement, and all questions relating to its validity, interpretation,
performance and enforcement, shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.


b. Entire Agreement. This Agreement contains the entire understanding among the parties hereto with
respect to the subject matter hereof and supersedes all prior agreements and understandings,
inducements or conditions, express or implied, oral or written, except as herein contained. This
Agreement may not be modified or amended other than by an agreement in writing.


c. Liability of Trustees, etc. No recourse shall be had for any obligation of the Company
hereunder, or for any claim based thereon or otherwise in respect thereof, against any past,
present or future trustee, shareholder, officer or employee of the Company, whether by virtue of
any statute





 









 







or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability
being expressly waived and released by Executive.





 









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 
	 	BRANDYWINE REALTY TRUST

 	 
	 	By:  	 	 
	 	 	Gerard H. Sweeney 	 
	 	 	President and Chief Executive Officer 	 
	 


Robert K. Wiberg                                             




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** This form is being filed pursuant to a compensation arrangement.