AGREEMENT
THIS AGREEMENT is entered into as of the 21st day of March
2001 by and between Xxxxxxx X. Xxxxxx ("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 (i) continue to pay to Executive an amount equal to his base
salary as in effect at the time of the Change of Control for a period expiring
365 days after the effective date of Executive's termination of employment and
(ii) during the period referenced in the preceding clause (i), pay to Executive,
in equal monthly installments, an amount equal to his bonus, if any, for the
year preceding the termination or resignation.
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 Witholding, 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 withholding. 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.
1. 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.
2. 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.
3. 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 or 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:
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President and Chief Executive Officer
__________________________
Xxxxxxx X. Xxxxxx
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