UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 15, 2008

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

MARYLAND (Brandywine Realty Trust)		001-9106		23-2413352

DELAWARE (Brandywine Operating Partnership, L.P.)		000-24407		23-2862640
(State or Other Jurisdiction of Incorporation or Organization)		(Commission file number)		(I.R.S. Employer Identification Number)

555 East Lancaster Avenue, Suite 100
Radnor, PA 19087
(Address of principal executive offices)

(610) 325-5600
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02		Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(i) Compensatory Arrangement and Employment Agreement
On January 15, 2008, the Compensation Committee of the Board of Trustees of Brandywine Realty Trust approved the entry into an employment letter agreement by the Company with one of our Named Executive Officers, Robert K. Wiberg, which agreement maintains his current annual base salary of $270,000. The employment letter agreement replaces Mr. Wiberg’s previous Employment Agreement dated November 1, 2005 which expired on January 5, 2008. The form of the employment letter agreement for Mr. Wiberg is attached to this Current Report on Form 8-K as Exhibit 10.1. The employment letter agreement provides for, among other things, that the effective date of the employment letter agreement will be January 6, 2008.

(ii) Change-in-Control Agreement
On January 15, 2008, the Compensation Committee of the Board of Trustees of Brandywine Realty Trust approved the entry into an agreement by the Company with one of our Named Executive Officers, Robert K. Wiberg. The agreement provides Mr. Wiberg with an entitlement to severance in certain limited circumstances. Under the agreement, if Mr. Wiberg’s employment terminates within a specified period of time following the date that the Company undergoes a “change in control” (as defined in the agreement), such period being 730 days from the date of the change of control, then Mr. Wiberg will be entitled to a severance payment in an amount based on a multiple of 2.0 times his salary and annual cash bonus. The agreement also provides for a comparable payment to or for the benefit of Mr. Wiberg (or his estate) if he dies or becomes disabled while employed by the Company. The form of agreement for Mr. Wiberg is attached to this Current Report on Form 8-K as Exhibit 10.2.

We have identified as a “Named Executive Officer” those of our current executive officers that were identified as Named Executive Officers in our 2007 Proxy Statement and those of our current executive officers that we expect to identify as Named Executive Officers in the 2008 Proxy Statement.

Item 9.01.		Financial Statements and Exhibits

Exhibits
	10.1			Employment letter agreement with Robert K. Wiberg, our Executive Vice President and Senior Managing Director.
	10.2			Change-In-Control And Severance Protection Agreement with Robert K. Wiberg, our Executive Vice President and Senior Managing Director.

EXHIBIT INDEX

Exhibit
No.				Description
	10.1			Employment letter agreement with Robert K. Wiberg, our Executive Vice President and Senior Managing Director.
	10.2			Change-In-Control And Severance Protection Agreement with Robert K. Wiberg, our Executive Vice President and Senior Managing Director.

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: January 22, 2008

Exhibit 10.1

January 15, 2008

Mr. Robert K Wiberg

Dear Bob:

As a follow up to our continuing discussions, we are pleased to extend to you a new letter of employment that not only restates your current position and benefits, including change-in-control protection, but also removes the non-compete restrictions in your current employment agreement.

Current Title:		Executive Vice President and Senior Managing Director
Effective Date:		January 6, 2008
Currently Reports To:		President and Chief Executive Officer
Date of Hire:		June 18, 1984
Base Salary:		$270,000

Performance Reviews:		Annually in the 1st Quarter — evaluation standards will be consistent with other company officers and center on previously communicated goals for you, including your regional and national responsibilities.
Benefits:		Medical, dental and vision insurance per Brandywine’s group plans; 401K plan; Executive Deferred Compensation Plan; Long Term Disability coverage; four (4) weeks vacation; Life Insurance; Death or Disability Benefit in an amount equal to the change of control payment (see below).
Change-In-control:		Bob, we are pleased to extend to you the attached Change-In-Control and Severance Protection Agreement which keeps in place for you protection in the event of a change-in-control. The agreement carries a multiple of 2.0. Bob, the purpose of this letter of employment is to further bring all Brandywine senior officers under a similar employment arrangement. In this respect this letter agreement, which becomes effective on January 6, 2008, hereby supersedes your current Employment Agreement dated November 1, 2005, and that former agreement is now terminated.
		Bob, we further acknowledge and agree that between the date of this letter and January 5, 2009, that if you are terminated without cause, then you will fully vest in the 6,900 restricted shares that you were awarded at the merger.
At-Will Employment:		Subject to any specific exceptions above, your employment is on an at-will basis, which allows Brandywine or you to terminate your employment at any time, for any reason. Neither this letter, nor any other written or verbal communication, is intended to create a contract, and your employment is not intended to be for any specific duration. If the Company terminates you, then you will be entitled to severance payments consistent with the Company’s past practices for comparable employees, and as part of that process you will be credited with tenure with the Company using the Date of Hire above.

Confidential Information:		You acknowledge that, as an employee of Brandywine, you will acquire information about certain matters which are confidential and which information is the exclusive property of Brandywine, including, but not necessarily limited to: (a) information concerning strategic planning, market research, and operations; (b) information concerning pricing, marketing and sales policies, methods, techniques and concepts, in respect of products and services provided or to be provided by Brandywine; (c) names and addresses, course of dealing with and preferences of customers and tenants of Brandywine; and (d) names and addresses of suppliers and prices charged by suppliers. Accordingly, you undertake to treat confidentially all information and agree not to disclose it to any third party either during your employment, except as may be necessary to perform your duties, or after termination of your employment, for any reason, except with the written permission of Brandywine.
Non-Solicitation:		You agree that for one year after your employment with Brandywine ends, you will not (1) solicit, directly or indirectly, for purposes of competing with Brandywine, any customer or tenant with which Brandywine shall have dealt or any prospective customer or tenant that Brandywine shall have identified and solicited at any time during your employment; or (2) employ or retain, or arrange to have any other person or entity employ or retain, any person who has been employed or retained by Brandywine as an employee, consultant, agent or director, nor will you influence such person to modify or curtail his or her relationship with Brandywine.

Bob, we are delighted to offer you this employment arrangement and change-in-control protection. We have much to achieve together and as a company, and I look forward to working with you to help meet those goals. If you have any questions in the meantime, please do not hesitate to contact me.

Best personal regards,

 
Gerard H. Sweeney
President & Chief Executive Officer
 
 

Exhibit 10.2

CHANGE-IN-CONTROL

AND

SEVERANCE PROTECTION AGREEMENT

THIS CHANGE-IN-CONTROL AND SEVERANCE PROTECTION AGREEMENT is entered into as of the 15^th day of January, 2008 by and between Robert K. Wiberg (“Executive”) and Brandywine Realty Trust (the “Company”), and shall be effective as of January 6, 2008.

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: Change of Control. The Company agrees that if (i) a Change of Control 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 730 days following the occurrence of the Change of Control (a) the Company or the purchaser or successor thereto (the “Purchaser”) terminates the employment of Executive other than for Cause or (b) Executive resigns for Good Reason:

a. then the Company or Purchaser will be obligated to pay to Executive an amount equal to the product of: (x) 2.0 multiplied by (y) the sum of (1) Executive’s annual base salary as in effect at the time the Change of Control occurs and (2) the annual bonus paid to Executive in the calendar year immediately preceding the calendar year in which the Change of Control occurs (unless the Board, at the time of grant of the bonus award, provides that the value of the bonus shall not be taken into account for purposes of this Agreement). Payment of the amounts provided for in this Section 1.a shall be made as soon as reasonably practicable following Executive’s termination or resignation, but, in any event, not later than ten (10) days after such termination or resignation.

b. Executive shall be entitled to medical coverage until the earlier of (1) the last day of the 730 day period following the date of termination or resignation or (2) the date on which the Executive is eligible for coverage under a plan maintained by a new employer or under a plan maintained by his spouse’s employer. Coverage shall be provided at the level in effect at the date of his termination or resignation (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as such coverage may be changed by the Company from time to time for employees generally, as if the Executive had continued in employment during such period; or, cash in lieu of such coverage in an amount equal to the Executive’s after-tax cost of continuing such coverage, where such coverage may not be continued (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing benefit period. In addition, Executive shall be entitled to continuation of all group term life insurance benefits (but not including any supplemental life insurance benefits provided to executives), or the equivalent coverage if provision of such coverage is not possible under the group term life insurance policy, at no cost to Executive for the 730 day period following the date of Executive’s termination or resignation.

2. Payment Obligation: Death or Disability. The Company agrees that if Executive dies or becomes Disabled at a time when Executive is then an employee of the Company and/or a Subsidiary of the Company, then the Company will pay to Executive or his estate, as applicable, an amount equal to the product of: (x) 2.0 multiplied by (y) the sum of (1) Executive’s base salary as in effect at the time the death or Disability occurs and (2) the annual bonus paid to Executive in the calendar year immediately preceding the calendar year in which the death or Disability occurs.

3. 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 and benefits in the limited circumstances set forth in Paragraphs 1 and 2 above.

4. Certain Definitions. As used herein:

a. “Board” means the Board of Trustees of the Company, as constituted from time to time.

b. “Cause” has 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).

c. “Change of Control” means:

(1) the acquisition in one or more transactions by any “Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) of “Beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding voting

securities (the “Voting Securities”), provided that for purposes of this clause (1) Voting Securities acquired directly from the Company by any Person shall be excluded from the determination of such Person’s Beneficial ownership of Voting Securities (but such Voting Securities shall be included in the calculation of the total number of Voting Securities then outstanding); or

(2) approval by shareholders of the Company of:

(a) a merger, reorganization or consolidation involving the Company if the shareholders of the Company immediately before such merger, reorganization or consolidation do not or will not own directly or indirectly immediately following such merger, reorganization or consolidation, more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the company resulting from or surviving such merger, reorganization or consolidation in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such merger, reorganization or consolidation;

(b) a complete liquidation or dissolution of the Company; or

(c) an agreement for the sale or other disposition of all or substantially all of the assets of the Company; or

(3) acceptance by shareholders of the Company of shares in a share exchange if the shareholders of the Company immediately before such share exchange do not or will not own directly or indirectly immediately following such share exchange more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the entity resulting from or surviving such share exchange in substantially the same proportion as their ownership of the Voting Securities outstanding immediately before such share exchange; or

(4) a change in the composition of the Board over a period of twenty four (24) months or less such that a majority of the Board members ceases to be comprised of individuals who either: (a) have been board members continuously since the beginning of such period; or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time such election or nomination was approved by the Board.

d. “Code” means the Internal Revenue Code of 1986, as amended.

e. “Disability” means a disability of Executive which renders Executive unable to perform the full extent of his duties and responsibilities by reason of his illness or incapacity which would entitle that person to receive Social Security Disability Income under the Social Security Act, as amended, and the regulations thereunder. “Disabled” shall mean having a Disability. The determination of whether Executive is Disabled shall be made by the Board, whose determination shall be conclusive.

f. “Good Reason” means any of the following:

(1) a reduction in Executive’s base salary as in effect at the time of the Change of Control;

(2) 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

(3) relocation of the place where Executive performs his day-to-day responsibilities at the time of the Change of Control by more than thirty (30) miles.

g. “Plan” means the Company’s 1997 Long-Term Incentive Plan, as amended.

h. “Subsidiary” means, in respect of the Company or parent, a subsidiary company, whether now or hereafter existing, as defined in Sections 424(f) and (g) of the Code, and any other entity 50% or more of the economic interests in which are owned, directly or indirectly, by the Company.

i. 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.

-6-