AGREEMENT
THIS AGREEMENT is entered into as of the 4th day of January, 1999 by
and between Xxxxxxx X. Xxxxxxx ("Executive") and Brandywine Realty Trust (the
"Company").
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. The Company agrees that if (i) a Change of
Control (as defined below) 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 one year of the occurrence of the Change of Control either (a) the
Company or the purchaser or successor thereto (the "Purchaser") terminates the
employment of Executive other than for Cause (as defined below) or (b) Executive
resigns for Good Reason (as defined below), then the Company or Purchaser will
be obligated to continue to pay to Executive an amount equal to this base salary
as in effect at the time of the Change of Control for a period expiring on the
first anniversary of the effective date of Executive's termination of
employment.
2. 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 salary continuation payments in
the limited circumstances set forth in Paragraph 1 above.
3. Certain Definitions. as used herein: (i) the terms "Change of
Control" and "Subsidiary" shall have the respective meanings assigned to them in
the Company's 1997 Long-Term Incentive Plan, as amended (the "Plan"), (ii) the
term "Cause" shall have 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) and (iii) the term "Good Reason" shall mean
any of (a) a reduction in Executive's base salary as in effect at the time of
the Change of Control, (b) 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 (c) relocation of the place where Executive performs his
day-to-day responsibilities at the time of the Change of Control by more than 30
miles.
4. 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 witholding. 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 of 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: /s/ Xxxxxx X. Xxxxxxx
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President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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