BRANDYWINE REALTY TRUST
AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN
RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS
ISSUED PURSUANT TO THE
2019-2021 RESTRICTED PERFORMANCE SHARE UNIT PROGRAM
This RESTRICTED PERFORMANCE SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD AGREEMENT (the Award Agreement), dated as of February , 2019 is between Brandywine Realty Trust, a Maryland real estate investment trust (the Trust), and (the Grantee).
WHEREAS, the Trusts Compensation Committee (the Committee) established the Brandywine Realty Trust 2019-2021 Restricted Performance Share Unit Program (the Program) under the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan (the Plan);
WHEREAS, the Plan provides for the award of Performance Shares (as defined in the Plan) (which award is referred to as a Restricted Performance Share Unit or an RSU in the Program and herein) to participants following the attainment of a designated corporate performance goal;
WHEREAS, the Program treats dividend equivalent rights (DERs as defined the Program) as additional Performance Shares;
WHEREAS, the Program designates a performance goal that determines if and the extent to which Shares will become deliverable to a participant in the Program based on his or her Restricted Performance Share Units;
WHEREAS, the Grantee may defer delivery of his or her Shares (if deliverable) until a later date and, if so deferred, the Grantee will be awarded additional DERs with respect to such Shares; and
WHEREAS, DERs awarded with respect to Restricted Performance Share Units and deferred Shares will be expressed as a dollar amount, which will be applied to purchase additional Restricted Performance Share Units and notional shares of the Trust, as applicable (on which DERs will also be awarded), and will be settled in actual shares of the Trust (and in cash to the extent the Grantees account holds a fractional Restricted Performance Share Unit or notional share).
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the legal sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
| ||1. || |
Potential Award of Shares
(a) The Grantee is hereby awarded a number of initial Base Units (as defined in the Program) equal to Restricted Performance Share Units. The Grantees Base Units will increase in number pursuant to the purchase of additional Restricted Performance Share Units with DERs, as described in subsections (b) and (d) below.
(b) The Grantee is hereby awarded a DER with respect to each of his or her Base Units, as such number of units may be increased from time to time pursuant to subsection (d) below. If the Grantee makes a deferral election under Section 6 of the Program, the Grantee shall also be awarded DERs with respect to each deferred Share.