Exhibit 10.75
AGREEMENT
THIS AGREEMENT is entered into as of the 15th day of August,
2002 by and between Xxxxxxxxxxx X. Xxxx ("Executive") and Brandywine Realty
Trust (the "Company").
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 pay to Executive, in twelve equal monthly installments
commencing on the date of such termination or resignation, an amount equal to
200% (or 250% if the termination or resignation occurs on or prior to August 15,
2004) of the greater of (x) Executive's base annual salary as then in effect and
(y) the sum of Executive's salary and annual bonus (excluding the value of any
long-term incentive awards, such as options or restricted common shares of
beneficial interest) during the twelve-month period preceding the termination or
resignation. In addition, in the event that Xxxxxx X. Xxxxxxx ceases to be
President and Chief Executive Officer of the Company at any time prior to August
15, 2003 and within 180 days of the date of such cessation the Company
terminates the employment of Executive other than for Cause, then the Company
shall be obligated to continue to pay Executive his base salary as in effect at
the time of the termination for a period expiring at the end of the 180th day
following the date of such termination.
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 payments specified herein
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 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.
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 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: _____________________________________
President and Chief Executive Officer
_________________________
Xxxxxxxxxxx X. Xxxx
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