Exhibit 10.1





Exhibit 10.1



General Form




Brandywine Realty Trust




Restricted Share Rights Award




This is a Restricted Share Rights Award dated as of March 2, 2011 (“Date of Grant”)
from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to
[                                        ] (“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 hereby granted of the right to receive Restricted Shares,
which Restricted Shares constitute “Performance Shares” under the Plan.



(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 a “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 the Restricted Shares, the period
beginning on the Date of Grant and ending on the applicable Vesting Date for the Restricted Shares.


 


 









 





(m) “Restricted Shares” means the [                    ] Shares which are subject to delivery
rights, vesting and forfeiture in accordance with the terms of this Award.



(n) “Retirement” means Grantee’s separation from service (within the meaning of
Treasury Regulation § 1.409A-1(h) (or any successor regulation)) from the Company and its
Subsidiaries after attaining at least age fifty seven (57) and completing at least fifteen (15)
years of continuous full-time service with the Company and/or its Subsidiaries. For purposes of
determining the duration of Grantee’s continuous full-time service with the Company and its
Subsidiaries, Grantee shall be credited with service at a company acquired by the Company (directly
or through a Subsidiary) for periods that precede the acquisition date.



(o) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from
time to time.



(p) “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.



(q) “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.



(r) “Vesting Date” means April 15, 2014 or such earlier date as provided in Paragraph
3.



2. Grant of Restricted Shares. Subject to the terms and conditions set forth herein
and in the Plan, the Company hereby grants to Grantee the right to receive Restricted Shares upon
and subject to satisfaction of the vesting conditions in Paragraph 3.



3. Vesting of Restricted Shares.



(a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest
in the right to receive Restricted Shares on April 15, 2014 and as of such Vesting Date shall be
entitled to the delivery of Shares with respect to such Restricted Shares; provided that (i) on
April 15, 2014 Grantee is, and has from the Date of Grant continuously been, an employee of the
Company or a Subsidiary or (ii) the Vesting Date occurred earlier than April 15, 2014 as provided
in Paragraph 3(b) or Paragraph 3(c).


 


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(b) Notwithstanding Paragraph 3(a), a Vesting Date for all Restricted Shares shall occur upon
any of (i) a Change of Control, (ii) Grantee’s death or (iii) Grantee’s Disability, provided that
as of the date of the Change of Control, death or Disability, as the case may be, Grantee is, and
has from the Date of Grant continuously been, an employee of the Company or a Subsidiary.



(c) Notwithstanding anything to the contrary contained herein: (i) in the event of a
Retirement by Grantee, at a time prior to the Vesting Date specified in Paragraph 3(a) or Paragraph
3(b), then 100% of the Restricted Shares shall thereupon vest in full.



(d) To the extent provided under the Deferred Compensation Plan, Grantee may elect to defer
the receipt of Shares issuable with respect to Restricted Shares. To the extent Grantee has
elected to defer the receipt of such Shares, such Shares shall be delivered at the time or times
designated pursuant to the Deferred Compensation Plan.



4. Forfeiture of Restricted Shares. Subject to the terms and conditions set forth
herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting
Date for Restricted Shares, Grantee shall forfeit any such Restricted Shares which have not vested
prior to or as of such termination of employment. Upon a forfeiture of the Restricted Shares as
provided in this Paragraph 4, the Restricted Shares shall be deemed canceled.



5. Rights of Grantee. During the Performance Period, with respect to the Restricted
Shares, Grantee shall have the right to receive a cash payment equal to the value of any
distributions or dividends payable with respect to Shares.



6. Notices. Any notice to the Company under this Award shall be made to:




Brandywine Realty Trust

555 E. Lancaster Ave., Suite 100

Radnor, PA 19087

Attention: General Counsel



or such other address as may be provided to Grantee by written notice. Any notice to Grantee under
this Award shall be made to Grantee at the address listed in the Company’s personnel files. All
notices under this Award shall be deemed to have been given when hand-delivered, telecopied or
delivered by first class mail, postage prepaid, and shall be irrevocable once given.



7. Securities Laws. The Committee may from time to time impose any conditions on the
Restricted Shares as it deems necessary or advisable to ensure that the Plan satisfies the
conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities
Act of 1933, as amended.


 


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8. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or
Grantee’s legal representatives, estate or heirs, in the event of Grantee’s death before a Vesting
Date) that the Restricted Shares have vested. Except to the extent that Grantee has elected to
defer the delivery of Shares under the Deferred Compensation Plan, within ten (10) business days
after the Vesting Date, the Company shall, without payment from Grantee for the
Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any
legend or restrictions, except for such restrictions as may be imposed by the Committee, in its
sole judgment, under Paragraph 7, provided that no certificates for Shares will be delivered to
Grantee until appropriate arrangements have been made with Employer for the withholding of any
taxes which may be due with respect to such Shares. The Company is authorized to withhold from any
cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax
withholdings and is further authorized to cancel a number of Shares for which the restrictions have
lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company
may condition delivery of certificates for Shares upon the prior receipt from Grantee of any
undertakings which it may determine are required to assure that the certificates are being issued
in compliance with federal and state securities laws. The right to payment of any fractional
Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair
market value of a Share on the Vesting Date, as determined by the Committee.



9. Award Not to Affect Employment. The Award granted hereunder shall not confer upon
Grantee any right to continue in the employment of the Company or any Subsidiary.



10. Miscellaneous.



(a) The address for Grantee to which notice, demands and other communications are to be given
or delivered under or by reason of the provisions hereof shall be the Grantee’s address as
reflected in the Company’s personnel records.



[THIS SPACE INTENTIONALLY LEFT BLANK]




 


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(b) This Award and all questions relating to its validity, interpretation, performance and
enforcement shall be governed by and construed in accordance with the laws of the State of
Maryland.



	 	 	 	 	 
	 	BRANDYWINE REALTY TRUST

 	 
	 	BY:  	 	 
	 	 	Gerard H. Sweeney 	 
	 	 	President and Chief Executive Officer 	 




Accepted:



	 	 	 
	 	 	 
	[GRANTEE]

	 	 







 


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Exhibit 10.1



Form for CEO




Brandywine Realty Trust

Restricted Share Rights Award




This is a Restricted Share Rights Award dated as of March 2, 2011 (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 hereby granted of the right to receive Restricted Shares,
which Restricted Shares constitute “Performance Shares” under the Plan.



(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 a “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 the Restricted Shares, the period
beginning on the Date of Grant and ending on the applicable Vesting Date for the Restricted Shares.



(n) “Restricted Shares” means the 46,102 Shares which are subject to delivery rights,
vesting and forfeiture in accordance with the terms of this Award.



(o) “Retirement” means Grantee’s separation from service (within the meaning of
Treasury Regulation § 1.409A-1(h) (or any successor regulation)) from the Company and its
Subsidiaries after attaining at least age fifty seven (57) and completing at least fifteen (15)
years of continuous full-time service with the Company and/or its Subsidiaries. For purposes of
determining the duration of Grantee’s continuous full-time service with the Company and its
Subsidiaries, Grantee shall be credited with service at a company acquired by the Company (directly
or through a Subsidiary) for periods that precede the acquisition date.



(p) “Resignation for Good Reason” means “Resignation for Good Reason” as defined in
the Employment Agreement.



(q) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from
time to time.



(r) “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.



(s) “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.



(t) “Vesting Date” means April 15, 2014 or such earlier date as provided in Paragraph
3.



2. Grant of Restricted Shares. Subject to the terms and conditions set forth herein
and in the Plan, the Company hereby grants to Grantee the right to receive Restricted Shares upon
and subject to satisfaction of the vesting conditions in Paragraph 3.



3. Vesting of Restricted Shares.



(a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest
in the right to receive Restricted Shares on April 15, 2014 and as of such Vesting Date shall be
entitled to the delivery of Shares with respect to such Restricted Shares, provided that (i) on
April 15, 2014, Grantee is, and has from the Date of Grant continuously been, an employee of the
Company or a Subsidiary or (ii) the Vesting Date occurred earlier than April 15, 2014 as provided
in Paragraph 3(b).


 


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(b) Notwithstanding Paragraph 3(a), a Vesting Date for all Restricted Shares shall occur upon
the occurrence of any of the following events, and the Restricted Shares, to the extent not
previously vested, shall thereupon vest in full:




	 	(i)	 	A Change of Control, Grantee’s
death or Grantee’s Disability, provided that (A) as of the date
of the Change of Control, death or Disability, as the case may
be, Grantee is, and has from the Date of Grant continuously
been, an employee of the Company or a Subsidiary; or
	 
	 	(ii)	 	Termination of the Grantee’s
employment by the Employer without Cause; or
	 
	 	(iii)	 	The Grantee’s resignation from
the Employer if such resignation is a Resignation for Good
Reason; or
	 
	 	(iv)	 	The Retirement of Grantee.





(c) To the extent provided under the Deferred Compensation Plan, Grantee may elect to defer
receipt of Shares issuable with respect to Restricted Shares. To the extent Grantee has elected to
defer the receipt of such Shares, such Shares shall be delivered at the time or times designated
pursuant to the Deferred Compensation Plan.



4. Forfeiture of Restricted Shares. Subject to the terms and conditions set forth
herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting
Date for Restricted Shares, Grantee shall forfeit any such Restricted Shares which have not vested
prior to or as of such termination of employment. Upon a forfeiture of the Restricted Shares as
provided in this Paragraph 4, the Restricted Shares shall be deemed canceled.



5. Rights of Grantee. During the Performance Period, with respect to the Restricted
Shares, Grantee shall have the right to receive a cash payment equal to the value of any
distributions or dividends payable with respect to Shares.



6. Notices. Any notice to the Company under this Award shall be made to:




Brandywine Realty Trust

555 East Lancaster Avenue

Suite 100

Radnor, PA 19087

Attention: Chief Executive Officer



or such other address as may be provided to Grantee by written notice. Any notice to Grantee under
this Award shall be made to Grantee at the address listed in the Company’s personnel files. All
notices under this Award shall be deemed to have been given when hand-delivered, telecopied or
delivered by first class mail, postage prepaid, and shall be irrevocable once given.


 


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7. Securities Laws. The Committee may from time to time impose any conditions on the
Restricted Shares as it deems necessary or advisable to ensure that the Plan satisfies the
conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities
Act of 1933, as amended.



8. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or
Grantee’s legal representatives, estate or heirs, in the event of Grantee’s death before a Vesting
Date) that the Restricted Shares have vested. Except to the extent that Grantee has elected to
defer the delivery of Shares under the Deferred Compensation Plan, within ten (10) business days
after the Vesting Date, the Company shall, without payment from Grantee, deliver to Grantee a
certificate for a number of Shares equal to the number of vested Restricted Shares without any
legend or restrictions, except for such restrictions as may be imposed by the Committee, in its
sole judgment, under Paragraph 7, provided that no certificates for Shares will be delivered to
Grantee until appropriate arrangements have been made with Employer for the withholding of any
taxes which may be due with respect to such Shares. The Company is authorized to withhold from any
cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax
withholdings and is further authorized to cancel a number of Shares for which the restrictions have
lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company
may condition delivery of certificates for Shares upon the prior receipt from Grantee of any
undertakings which it may determine are required to assure that the certificates are being issued
in compliance with federal and state securities laws. The right to payment of any fractional
Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair
market value of a Share on the Vesting Date, as determined by the Committee.



9. Award Not to Affect Employment. The Award granted hereunder shall not confer upon
Grantee any right to continue in the employment of the Company or any Subsidiary.



10. Miscellaneous.



(a) The address for Grantee to which notice, demands and other communications are to be given
or delivered under or by reason of the provisions hereof shall be the Grantee’s address as
reflected in the Company’s personnel records.



(b) This Award and all questions relating to its validity, interpretation, performance and
enforcement shall be governed by and construed in accordance with the laws of Pennsylvania.



	 	 	 	 	 
	 	BRANDYWINE REALTY TRUST

 	 
	 	BY:  	 	 
	 	 	TITLE: 	 	 




 


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