exv10w1



 







Exhibit 10.1


Personal and Confidential


January 15, 2008


Mr. Robert K Wiberg


Dear Bob:


As a follow up to our continuing discussions, we are pleased to extend to you a new letter of
employment that not only restates your current position and benefits, including change-in-control
protection, but also removes the non-compete restrictions in your current employment agreement.



	 	 	 
	Current Title:

	 	Executive Vice President and Senior Managing Director
	 
	 	 
	Effective Date:

	 	January 6, 2008
	 
	 	 
	Currently Reports To:

	 	President and Chief Executive Officer
	 
	 	 
	Date of Hire:

	 	June 18, 1984
	 
	 	 
	Base Salary:

	 	$270,000
	 
	 	 





	 	 	 
	Performance Reviews:

	 	Annually in the 1st
Quarter — evaluation standards will
be consistent with other company
officers and center on previously
communicated goals for you,
including your regional and national
responsibilities.
	 
	 	 
	Benefits:

	 	Medical, dental and vision insurance per
Brandywine’s group plans; 401K plan; Executive
Deferred Compensation Plan; Long Term Disability
coverage; four (4) weeks vacation; Life
Insurance; Death or Disability Benefit in an
amount equal to the change of control payment
(see below).
	 
	 	 
	Change-In-control:

	 	Bob, we are pleased to extend to you the attached
Change-In-Control and Severance Protection
Agreement which keeps in place for you protection
in the event of a change-in-control. The
agreement carries a multiple of 2.0. Bob, the
purpose of this letter of employment is to
further bring all Brandywine senior officers
under a similar employment arrangement. In this
respect this letter agreement, which becomes
effective on January 6, 2008, hereby supersedes
your current Employment Agreement dated November 1, 2005, and that former agreement is now
terminated.
	 
	 	 
	 

	 	Bob, we further acknowledge and agree that
between the date of this letter and January 5,
2009, that if you are terminated without cause,
then you will fully vest in the 6,900 restricted
shares that you were awarded at the merger.
	 
	 	 
	At-Will Employment:

	 	Subject to any specific exceptions above, your
employment is on an at-will basis, which allows
Brandywine or you to terminate your employment at
any time, for any reason. Neither this letter,
nor any other written or verbal communication, is
intended to create a contract, and your
employment is not intended to be for any specific
duration. If the Company terminates you, then
you will be entitled to severance payments
consistent with the Company’s past practices for
comparable employees, and as part of that process
you will be credited with tenure with the Company
using the Date of Hire above.






 









 






	 	 	 
	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 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.
	 
	 	 
	Non-Solicitation:

	 	You agree that for one year after your employment
with Brandywine ends, you will not (1) solicit,
directly or indirectly, for purposes of competing
with Brandywine, any customer or tenant with
which Brandywine shall have dealt or any
prospective customer or tenant that Brandywine
shall have identified and solicited at any time
during your employment; or (2) employ or retain,
or arrange to have any other person or entity
employ or retain, any person who has been
employed or retained by Brandywine as an
employee, consultant, agent or director, nor will
you influence such person to modify or curtail
his or her relationship with Brandywine.





Bob, we are delighted to offer you this employment arrangement and change-in-control
protection. We have much to achieve together and as a company, and I look forward to working with
you to help meet those goals. If you have any questions in the meantime, please do not hesitate to
contact me.


Best personal regards,


 

Gerard H. Sweeney

President & Chief Executive Officer
 
 


Robert K. Wiberg               Date



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