**Exhibit 10.6****BRANDYWINE REALTY TRUST 2007 NON-QUALIFIED EMPLOYEE SHARE PURCHASE PLAN****1. Purpose.**     The Brandywine Realty Trust 2007 Non-Qualified Employee Share Purchase Plan (the “Plan”) isintended to encourage and facilitate the purchase of common shares of beneficial interest ofBrandywine Realty Trust (the “Company”) by employees of the Company and any ParticipatingCompanies, thereby attracting high quality employees and providing employees with a personal stakein the Company and a long range inducement to remain in the employ of the Company and ParticipatingCompanies.**2. Definitions.**     a. “Account” means a bookkeeping account established by the Committee on behalf of aParticipant to hold Payroll Deductions.     b. “Approved Leave of Absence” means a leave of absence that has been approved by theapplicable Participating Company in such a manner as the Committee may determine from time to time.     c. “Board” means the Board of Trustees of the Company.     d. “Business Day” means a day on which the national stock exchanges are open for trading.     e. “Code” means the Internal Revenue Code of 1986, as amended.     f. “Committee” means the Compensation Committee of the Board.     g. “Company” means Brandywine Realty Trust.     h. “Compensation” means the regular base salary, overtime payments, bonuses, and commissionspaid to a Participant by one or more Participating Company during such individual’s period ofparticipation in the Plan, plus any pre-tax contributions made by the Participant to anycash-or-deferred arrangement that meets the requirements of section 401(k) of the Code or anycafeteria benefit program that meets the requirements of section 125 of the Code, now or hereafterestablished by any Participating Company. Any and all contributions (other than contributionssubject to sections 401(k) and 125 of the Code) made on the Participant’s behalf by a ParticipatingCompany under any employee benefit or welfare plan now or hereafter established, and anyprofit-sharing distributions and other incentive-type payments, shall not be included inCompensation.     i. “Election Form” means the form acceptable to the Committee which an Employee shall use tomake an election to purchase Shares through Payroll Deductions pursuant to the Plan.     j. “Eligible Employee” means an Employee who meets the requirements for eligibility underSection 3 of the Plan.     k. “Employee” means any person, including an officer, who is classified by a ParticipatingCompany as its employee, is on an employee payroll of a Participating Company, and whose wages andother salary is required to be reported by a Participating Company on Internal Revenue Service FormW-2 for federal income tax purposes. A person who is not classified by a Participating Company asits employee, even if such person is retroactively re-characterized as an employee by a third partyor a Participating Company, shall not be an Employee.     l. “Enrollment Date” means, with respect to a given Offering Period, a date establishedfrom time to time by the Committee, which shall not be later than the first day of such OfferingPeriod.     m. “Fair Market Value” means the closing price per Share as reported on the principalsecurities exchange on which the Shares are listed or admitted to trading or, if not listed oradmitted to trading on any
 

 
such exchange, Fair Market Value shall be determined by the Committee acting in itsdiscretion, which determination shall be conclusive.     n. “Offering” means an offering of Shares to Eligible Employees pursuant to the Plan.     o. “Offering Commencement Date” means the first Business Day on or after each March 1, June 1,September 1 or December 1 of each year.     p. “Offering Period” means the period extending from and including an Offering CommencementDate through and including the following Offering Termination Date.     q. “Offering Termination Date” means the last Business Day in the period ending each May 31,August 31, November 30 and February 28 (or February 29, if applicable), immediately following anOffering Commencement Date.     r. “Option Price” means, with respect to any particular Offering Period, an amount equal to85% of the average of the Fair Market Values for each Business Day during that Offering Period.     s. “Participant” means an Employee who meets the requirements for eligibility under Section 3of the Plan and who has timely delivered an Election Form to the Committee.     t. “Participating Company” means each of the Company and Subsidiaries of the Company.     u. “Payroll Deductions” means amounts withheld from a Participant’s Compensation pursuant tothe Plan, as described in Section 5 of the Plan.     v. “Plan” means the Brandywine Realty Trust 2007 Non-Qualified Employee Share Purchase Plan,as set forth in this document, and as may be amended from time to time.     w. “Plan Termination Date” means the earlier of: (1) the Offering Termination Date for theOffering in which the maximum number of Shares specified in Section 4 of the Plan have been issuedpursuant to the Plan; or (2) the date as of which the Board chooses to terminate the Plan asprovided in Section 15 of the Plan.     x. “Plan Year” means each 12 consecutive month period that begins on June 1 or any anniversarythereof and ends on the next following May 31.     y. “Shares” means common shares of beneficial interest of the Company, $.01 par value pershare, subject to adjustment or substitution as provided in Section 10(a).     z. “Subsidiary” means, in respect of the Company, a subsidiary company, whether now orhereafter existing, as defined in Sections 424(f) and (g) of the Code, and any other entity,whether now or hereafter existing, 50% or more of the economic interests in which are owned,directly or indirectly, by the Company.     aa. “Successor-in-Interest” means the Participant’s executor or administrator, or such otherperson or entity to whom the Participant’s rights under the Plan shall have passed by will or thelaws of descent and distribution.     bb. “Termination Form” means the form acceptable to the Committee which an Employee shall useto withdraw from an Offering pursuant to Section 8 of the Plan.**3. Eligibility and Participation.**     a. *Eligibility*. Each individual who is an Employee scheduled to work twenty (20) or more hoursper week on an Offering Commencement Date shall be eligible to participate in the Plan with respectto the Offering that commences on that date.     b. *Leave of Absence*. An Employee on an Approved Leave of Absence shall be eligible toparticipate in the Plan, subject to the provisions of Sections 5(d) and 8(d) of the Plan.
 

 
     c. *Commencement of Participation*. An Employee who meets the eligibility requirements ofSections 3(a) and 3(b) of the Plan shall become a Participant by completing an Election Form andfiling it with the Company on or before the applicable Enrollment Date. Payroll Deductions for aParticipant shall commence on the applicable Offering Commencement Date when his or herauthorization for Payroll Deductions becomes effective, and shall end on the Plan Termination Date,unless sooner terminated pursuant to Section 8 of the Plan.**4. Shares Per Offering.**     The Plan shall be implemented by a series of Offerings that shall terminate on the PlanTermination Date. Offerings shall be made with respect to Compensation payable for each OfferingPeriod occurring on or after the Effective Date referred to in Section 16 and ending with the PlanTermination Date. Shares available for any Offering shall be the difference between the maximumnumber of Shares that may be issued under the Plan, as determined pursuant to Section 10(a) of thePlan, for all of the Offerings, less the actual number of Shares purchased by Participants pursuantto prior Offerings. If the total number of Shares for which options are exercised on any OfferingTermination Date exceeds the maximum number of Shares available, the Committee shall make a prorata allocation of Shares available for delivery and distribution in as nearly a uniform manner aspracticable, and as it shall determine to be fair and equitable, and the unapplied Account balancesshall be returned to Participants as soon as practicable following the Offering Termination Date.**5. Payroll Deductions.**     a. *Amount of Payroll Deductions*. An Eligible Employee who wishes to participate in the Planshall file an Election Form (authorizing payroll deductions) with the Committee prior to theapplicable Enrollment Date, and shall designate on such Election Form the portion of his or herCompensation that he or she elects to have withheld for the purchase of Shares. Such portionelected to be withheld shall be a whole percentage of the Eligible Employee’s Compensation, but notless than 1% nor more than 20%, and in any event, may not exceed $50,000 in any Plan Year.     b. *Participants’ Accounts*. All Payroll Deductions with respect to a Participant pursuant toSection 5(a) of the Plan shall commence on the first payroll following the Enrollment Date andshall continue until terminated by the Participant as provided in Section 8. All Payroll Deductionswill be credited to the Participant’s Account under the Plan. The amounts collected from theParticipant shall not be held in any segregated account or trust fund and may be commingled withthe general assets of the Company and Participating Companies and used for general corporatepurposes.     c. *Changes in Payroll Deductions*. A Participant may discontinue his or her participation inthe Plan at any time as provided in Section 8(a) of the Plan. If a Participant wishes to change hisor her Payroll Deductions, he or she may do so by filing a new Election Form with the Company atany time. The rate of Payroll Deductions shall be effective as soon as reasonably practicable aftersuch form has been received by the Company. The new Payroll Deduction rate shall be a wholepercentage of the Eligible Employee’s Compensation, but not less than 1% nor more than 20%, andPayroll Deductions may not, in any event, exceed $50,000 in any Plan Year.     d. *Leave of Absence*. A Participant who goes on an Approved Leave of Absence before theOffering Termination Date after having filed an Election Form with respect to such Offering may:     (1) withdraw the balance credited to his or her Account pursuant to Section 8(b) of thePlan;     (2) discontinue contributions to the Plan but remain a Participant in the Planthrough the Offering Termination Date immediately following the commencement of such ApprovedLeave of Absence; or     (3) remain a Participant in the Plan during such Approved Leave of Absence through theOffering Termination Date immediately following the commencement of such Approved Leave ofAbsence, and continue the authorization for the Participating Company to make PayrollDeductions for each payroll period out of continuing payments to such Participant, if any.
 

 
**6. Granting of Options.**     On each Offering Termination Date, each Participant shall be deemed to have been granted anoption to purchase a minimum of one (1) Share and a maximum number of Shares that shall be a numberof whole Shares equal to the quotient obtained by dividing the balance credited to theParticipant’s Account as of the Offering Termination Date, by the Option Price.**7. Exercise of Options.**     a. *Automatic Exercise*. With respect to each Offering, a Participant’s option for the purchaseof Shares granted pursuant to Section 6 of the Plan shall be deemed to have been exercisedautomatically on the Offering Termination Date applicable to such Offering.     b. *Fractional Shares and Minimum Number of Shares*. Fractional Shares shall not be issued underthe Plan. Amounts credited to an Account remaining after the application of such Account to theexercise of options for a minimum of one (1) full Share shall be credited to the Participant’sAccount for the next succeeding Offering, or, at the Participant’s election, returned to theParticipant as soon as practicable following the Offering Termination Date, without interest.     c. *Transferability of Option*. No option granted to a Participant pursuant to the Plan shall betransferable other than by will or by the laws of descent and distribution, and no such optionshall be exercisable during the Participant’s lifetime other than by the Participant.     d. *Delivery of Shares*. Subject to applicable securities laws, the Company shall credit Sharesacquired on the exercise of options during an Offering Period as soon as practicable following theOffering Termination Date to a custodial account designated by the Committee and established forthe benefit of the Participant. The Company shall cause a certificate to be delivered as soon asadministratively practicable, subject to applicable securities laws, following a Participant’srequest for Shares acquired on the exercise of options during an Offering Period.**8. Withdrawals.**     a. *Withdrawal of Account*. A Participant may elect to withdraw the balance credited to theParticipant’s Account by providing a Termination Form to the Committee at any time before theOffering Termination Date applicable to any Offering.     b. *Amount of Withdrawal*. A Participant may withdraw all, but not less than all, of the amountscredited to the Participant’s Account by giving a Termination Form to the Committee. All amountscredited to such Participant’s Account shall be paid without interest as soon as practicablefollowing the Committee’s receipt of the Participant’s Termination Form, and no further PayrollDeductions will be made with respect to the Participant.     c. *Termination of Employment*. Upon termination of a Participant’s employment for any reasonother than death, including termination due to disability or continuation of a leave of absence,all amounts credited to such Participant’s Account shall be returned without interest to theParticipant. In the event of a Participant’s (1) termination of employment due to death or (2)death after termination of employment but before theParticipant’s Account has been returned, all amounts credited to such Participant’s Accountshall be returned without interest to the Participant’s Successor-in-Interest.     d. *Leave of Absence*. A Participant who is on an Approved Leave of Absence shall, subject tothe Participant’s election pursuant to Section 5(d) of the Plan, continue to be a Participant inthe Plan until the the end of the first Offering ending after commencement of such Approved Leaveof Absence. A Participant who has been on an Approved Leave of Absence for more than 90 days shallnot be eligible to participate in any Offering that begins on or after the commencement of suchApproved Leave of Absence so long as such leave of absence continues.
 

 
**9. Interest.**     No interest shall be paid or allowed with respect to amounts paid into the Plan or credited toany Participant’s Account.**10. Shares.**     a. *Maximum Number of Shares*. No more than 1,250,000 Shares may be issued under the Plan. SuchShares shall be authorized but unissued or reacquired Shares of the Company, including Sharespurchased on the open market. The number of Shares available for any Offering and all Offeringswill be automatically equitably and proportionately adjusted for share dividends, share splits,share combinations, reorganizations and other similar events. All Shares issued pursuant to thePlan shall be validly issued, fully paid and nonassessable.     b. *Participant’s Interest in Shares*. A Participant shall have no interest in Shares subject toan option until such option has been exercised.     c. *Registration of Shares*. Shares to be delivered to a Participant under the Plan shall beregistered in the name of the Participant.     d. *Restrictions on Exercise*. The Committee may, in its discretion, require as conditions tothe exercise of any option such conditions as it may deem necessary to assure that the exercise ofoptions is in compliance with applicable securities laws.**11. Expenses.**     The Participating Companies shall pay all fees and expenses incurred (excluding individualFederal, state, local or other taxes) in connection with the Plan. No charge or deduction for anysuch expenses will be made to a Participant upon the termination of his or her participation underthe Plan or upon the distribution of certificates representing Shares purchased with his or hercontributions.**12. Taxes.**     The Participating Companies shall have the right to withhold from each Participant’sCompensation an amount equal to all Federal, state, city or other taxes as the ParticipatingCompanies shall determine are required to be withheld by them in connection with the grant,exercise of the option or disposition of Shares. In connection with such withholding, theParticipating Companies may make any such arrangements as are consistent with the Plan as it maydeem appropriate, including the right to withhold from Compensation paid to a Participant otherthan in connection with the Plan and the right to withdraw such amount from the amount standing tothe credit of the Participant’s Account.**13. Plan and Contributions Not to Affect Employment.**     The Plan shall not confer upon any Employee any right to continue in the employ of theParticipating Companies.**14. Administration.**     The Plan shall be administered by the Committee. The Committee shall have authority tointerpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and tomake all other determinations deemed necessary or advisable in administering the Plan, with orwithout the advice of counsel. The determination of the Committee on the matters referred to inthis paragraph shall be conclusive and binding upon all persons in interest.**15. Amendment and Termination.**     The Board may terminate the Plan at any time and may amend the Plan from time to time in anyrespect; provided, however, that upon any termination of the Plan, all Shares or Payroll Deductions(to the
 

 
extent not yet applied to the purchase of Shares) under the Plan shall be distributed tothe Participants, provided further, that no amendment to the Plan shall affect the right of aParticipant to receive his or her proportionate interest in the Shares or his or her PayrollDeductions (to the extent not yet applied to the purchase of Shares) under the Plan, and providedfurther, that the Company may seek shareholder approval of an amendment to the Plan if suchapproval is determined to be required by or advisable under the regulations of the Securities orExchange Commission or the Internal Revenue Service, the rules of any stock exchange or system onwhich the Shares are listed or other applicable law or regulation.**16. Effective Date.**     The Plan shall be effective on May 9, 2007, subject to the approval by the Company’sshareholders at the Annual Meeting of Shareholders to be held May 9, 2007.**17. Government and Other Regulations.**     The purchase of Shares under the Plan shall be subject to all applicable laws, rules andregulations, and the Committee shall have the power to make each grant under the Plan subject tosuch conditions as it deems necessary or appropriate to comply with the then-existing requirementsof the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended,including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission.**18. Non-Alienation.**     No Participant shall be permitted to assign, alienate, sell, transfer, pledge or otherwiseencumber his interest under the Plan prior to the exercise, crediting and registration of suchinterest in Shares. Any attempt at assignment, alienation, sale, transfer, pledge or otherencumbrance shall be void and of no effect.**19. Notices.**     Any notice required or permitted hereunder shall be sufficiently given only if deliveredpersonally, telecopied, or sent by first class mail, postage prepaid, and addressed:If to the Company: