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): April 8, 2008

Brandywine Realty Trust
Brandywine Operating Partnership, L.P.

(Exact name of registrant as specified in charter)

MARYLAND		001-9106		23-2413352
(Brandywine Realty Trust)
DELAWARE		000-24407		23-2862640
(Brandywine Operating Partnership, L.P.)
(State or Other Jurisdiction of		(Commission file number)		(I.R.S. Employer
Incorporation or Organization)				Identification Number)

(Address of principal executive offices)

(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.

On April 8, 2008, the Compensation Committee (the “Committee”) of our Board of Trustees awarded 2007 annual bonuses and equity-based long-term incentives for our senior executives and set their 2008 base salaries. These executives include our President and Chief Executive Officer, our Executive Vice President and Chief Financial Officer and three other senior executives. Our references below to “Named Executive Officers” include 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 whom we expect to identify as Named Executive Officers in the 2008 Proxy Statement.

Our Compensation Committee awards annual bonuses and equity-based long-term incentives on the basis of actual performance against individual and corporate goals and objectives. These goals and objectives reflect our overall corporate strategy developed by our Board and senior executives and include corporate, regional, department and other business unit goals and objectives and individual and corporate performance metrics approved by our Compensation Committee. Our Compensation Committee also establishes weightings of the metrics within these goals and objectives and the target ranges for annual bonuses and equity-based long-term equity awards.

Our Compensation Committee authorized the awards shown below after completing its evaluation of actual performance against goals and objectives. In its evaluation our Compensation Committee considered the recommendations of our President and Chief Executive Officer and exercised judgment and discretion.

The 2007 performance objectives established for our President and Chief Executive Officer included objectives measured against (i) our total shareholder return compared to the total shareholder return of peer group companies, (ii) our funds from operations and funds available for distribution, (iii) the status of development and redevelopment projects and sales transactions and (iv) same-store results compared to prior year results.

The absence of an annual bonus award to our President and Chief Executive Officer and the amount of his equity-based long-term award reflects our Compensation Committee’s concurrence with our President and Chief Executive Officer’s request that he not receive any increase in his base salary, that he not receive an annual bonus, and that he only receive a year-end long-term equity-based award the components of which are more fully described below. The aggregate 2007 annual bonus awards for our executive officers who were executive officers in 2006 (excluding our President and Chief Executive Officer) equaled 70.1% of the aggregate 2006 annual bonus awards to these same officers. The aggregate equity-based long-term awards for our executive officers who were executive officers in 2006 (excluding our President and Chief Executive Officer) equaled 76.2% of the aggregate equity-based long-term awards made to them last year. The equity-based long-term incentive awarded to our President and Chief Executive Officer in April 2008 was less than 39.8% of the sum of his 2006 annual bonus and his equity-based long-term incentive awarded last year.

2007 Bonus Awards

The following table sets forth the annual bonuses awarded on April 8, 2008 to each of the Named Executive Officers:

Name		2007 Bonus
Gerard H. Sweeney		$	0
Howard M. Sipzner		$	350,000
Brad A. Molotsky		$	220,000
George D. Sowa		$	140,000
Robert K. Wiberg		$	160,000

Executives may generally elect to receive their annual bonuses in cash or common shares. Common shares issued at the election of an executive are priced at a fifteen percent (15%) discount to the market price of our common shares on the date of the award if the electing executive meets our share ownership requirements applicable to him and the incremental common shares received by the executive on account of the discount are subject to vesting over a two-year period. With respect to the above annual bonus awards the following Named Executive Officers elected to receive the stated portions of their bonus awards in common shares thereby receiving the benefit of the 15% discount, to the extent applicable, and as a result received the following shares (computed using a 15% discount, to the extent applicable, on the $17.61 per share closing price of April 8, 2008):

		2007 Bonus Received in				Total Shares
Name		Common Shares ($)				Received (#)
Gerard H. Sweeney		$	0				0
Howard M. Sipzner		$	55,563				3,712
Brad A. Molotsky		$	186,250				12,443
George D. Sowa		$	56,000				3,181
Robert K. Wiberg		$	40,000				2,673

2007 Long—Term Equity Awards

The following table sets forth the equity-based long-term incentives awarded on April 8, 2008 to each of the Named Executive Officers. These awarded were allocated between performance shares and options.

		Equity-Based
		Long-Term
		Incentive
		Award Value-
		Split Between
		Shares and Options				Restricted
		per the Columns				Performance				Share Options
Name		to the Right ($)				Shares (#)				Awarded (#)
Gerard H. Sweeney		$	1,414,000				35,560				1,010,000
Howard M. Sipzner		$	350,000				15,446				100,000
Brad A. Molotsky		$	296,843				13,100				84,813
George D. Sowa		$	175,932				7,764				50,267
Robert K. Wiberg		$	206,582				9,117				59,024

The allocation of the dollar amount of the equity-based long-term incentive awards between restricted performance shares and options reflects a value for each performance share equal to the $17.61 per share closing price of our common shares on April 8, 2008 and a $0.78 value for each option based on a Black Scholes valuation. Each restricted performance share vests on the third anniversary of the award date and is settled for one common share. Vesting would accelerate if we were acquired or underwent a change in control or if the recipient of the award were to die or become disabled prior to the vesting date. In the case of our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, vesting would also accelerate if we were to terminate him without cause, or if he were to resign for good reason, under his employment agreement. We pay dividend equivalents on restricted performance shares prior to the vesting date. Each option has a per share exercise price of $20.61 (representing 117% of the closing price of our common shares on April 8, 2008 and 115% of the closing price of our common shares on December 31, 2007), vests ratably over three years and has a ten-year term. Vesting of the options would accelerate upon the same events that would trigger accelerated vesting of performance shares.

2008 Base Salaries

The table below sets forth the 2008 base salaries established by our Compensation Committee for our Named Executive Officers:

Name		2008 Base Salary
Gerard H. Sweeney		$	600,000
Howard M. Sipzner		$	392,700
Brad A. Molotsky		$	332,520
George D. Sowa		$	275,000
Robert K. Wiberg		$	275,000

Item 9.01. Financial Statements and Exhibits

Exhibits
10.1		Form of Performance Share Award for President and CEO and Executive Vice President and CFO.
10.2		Form of Performance Share Award Agreement (officers other than President and CEO and Executive Vice President and CFO).
10.3		Form of Incentive Share Option Agreement for President and CEO and Executive Vice President and CFO.
10.4		Form of Incentive Share Option Agreement (officers other than the President and CEO and Executive Vice President and CFO).
10.5		Form of Non-Qualified Share Option Agreement for President and CEO and Executive Vice President and CFO.
10.6		Form of Non-Qualified Share Option Agreement (officers other than President and CEO and Executive Vice President and CFO).

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Performance Share Award for President and CEO and Executive Vice President and CFO.
10.2		Form of Performance Share Award Agreement (officers other than President and CEO and Executive Vice President and CFO).
10.3		Form of Incentive Share Option Agreement for President and CEO and Executive Vice President and CFO.
10.4		Form of Incentive Share Option Agreement (officers other than the President and CEO and Executive Vice President and CFO).
10.5		Form of Non-Qualified Share Option Agreement for President and CEO and Executive Vice President and CFO.
10.6		Form of Non-Qualified Share Option Agreement (officers other than the President and CEO and Executive Vice President and CFO).

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: April 10, 2008

Exhibit 10.1

Brandywine Realty Trust
Performance Share Award

          This is a Performance Share Award dated as of April 8, 2008 (the “Date of Grant”), from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to                                          (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

          1. Definitions. As used herein:

               (a) “Award” means the award of Performance Shares hereby granted.

               (b) “Board” means the Board of Trustees of the Company, as constituted from time to time.

               (c) “Cause” means “Cause” as defined in the Employment Agreement or the Plan.

               (d) “Change of Control” means “Change of Control” as defined in the Plan.

               (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

               (f) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, “Committee” means the Board.

               (g) “Date of Grant” has the meaning shown above.

               (h) “Deferred Compensation Plan” means the Brandywine Realty Trust Executive Deferred Compensation Plan, as in effect from time to time.

               (i) “Disability” means “Disability” as defined in the Plan.

               (j) “Employer” means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date.

               (k) “Employment Agreement” means the Amended and Restated Employment Agreement between Grantee and the Company, dated as of                                         , as amended from time to time, or any subsequent

employment agreement between Grantee and the Company as in effect at the time of determination.

               (l) “Fair Market Value” means “Fair Market Value” as defined in the Plan.

               (m) “Performance Period” means, with respect to each Performance Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such Performance Share.

               (n) “Performance Shares” means the                      Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.

               (o) “Resignation for Good Reason” means “Resignation for Good Reason” as defined in the Employment Agreement.

               (p) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.

               (q) “Share” means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan.

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

               (s) “Vesting Date” means the date(s) on which Grantee vests in all or a portion of the Performance Shares, as provided in Paragraph 3.

          2. Grant of Performance Shares. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Performance Shares.

          3. Vesting of Performance Shares.

               (a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Performance Shares on the Vesting Date set forth in Paragraph 3(b) and as of the Vesting Date set forth in Paragraph 3(b) shall be entitled to the delivery of Shares with respect to such Performance Shares, provided that either (i) on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the company or a Subsidiary during the Performance period, or (ii) Grantee’s termination of employment before the Vesting Date occurred because of Grantee’s death or Disability.

               (b) Subject to Paragraphs 3(a) and 3(c), a Vesting Date for Performance Shares subject to the Award shall occur on April 8, 2011.

               (c) Notwithstanding Paragraphs 3(a) and 3(b), a Vesting Date for all Performance Shares shall occur upon the occurrence of any of the following events, and the Performance Shares, to the extent not previously vested, shall thereupon vest in full:

	(i)		A Change of Control, provided that (A) as of the date of the Change of Control, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or (B) Grantee’s termination of employment before the date of the Change of Control occurred because of Grantee’s death or Disability;
	(ii)		The purchase of any common share of beneficial interest of the Company pursuant to a tender or exchange offer other than an offer by the Company, provided that (A) as of the date of such purchase, Grantee is, and has from the Date of Grant, continuously been, an employee of Company or a Subsidiary or (B) Grantee’s termination of employment before the date of such purchase occurred because of Grantee’s death or Disability;
	(iii)		Termination of the Grantee’s employment by the Employer without Cause; or
	(iv)		The Grantee’s resignation from the Employer if such resignation is a Resignation for Good Reason.

               (d) To the extent provided under the Deferred Compensation Plan, Grantee may elect to defer receipt of Shares issuable with respect to Performance Shares. To the extent Grantee has elected to defer the receipt of such Shares, such Shares shall be delivered at the time or times designated pursuant to the Deferred Compensation Plan.

          4. Forfeiture of Performance Shares.

               (a) Subject to the terms and conditions set forth herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting Date for a Performance Share for reasons other than as described in Paragraph 3(c)(iii) or (iv) Grantee shall forfeit any such Performance Share which has not vested as of such termination of employment, provided that Grantee shall not, on account of such termination, forfeit Performance Shares which have not vested as of Grantee’s termination of employment with the Employer because of death or Disability. Upon a forfeiture of the Performance Shares as provided in this Paragraph 4, the Performance Shares shall be deemed canceled.

               (b) The provisions of this Paragraph 4 shall not apply to Performance Shares as to which a Vesting Date has occurred.

          5. Rights of Grantee. During the Performance Period, with respect to the Performance Shares, Grantee shall have the right to receive a cash payment equal to the value of any distributions or dividends payable with respect to Shares.

          6. Notices. Any notice to the Company under this Award shall be made to:

Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Attention: Chief Executive Officer

or such other address as may be provided to Grantee by written notice. Any notice to Grantee under this Award shall be made to Grantee at the address listed in the Company’s personnel files. All notices under this Award shall be deemed to have been given when hand-delivered, telecopied or delivered by first class mail, postage prepaid, and shall be irrevocable once given.

          7. Securities Laws. The Committee may from time to time impose any conditions on the Performance Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

          8. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s legal representatives, estate or heirs, in the event of Grantee’s death before a Vesting Date) that the Performance Shares have vested. Except to the extent that Grantee has elected to defer the delivery of Shares under the Deferred Compensation Plan, within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee, deliver to Grantee a certificate for a number of Shares equal to the number of vested Performance Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 7, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share on the Vesting Date, as determined by the Committee.

          9. Award Not to Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company or any Subsidiary.

          10. Miscellaneous.

               (a) The address for Grantee to which notice, demands and other communications are to be given or delivered under or by reason of the provisions hereof shall be the Grantee’s address as reflected in the Company’s personnel records.

               (b) This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of Pennsylvania.

		BRANDYWINE REALTY TRUST
		BY:
		TITLE:

Exhibit 10.2

Brandywine Realty Trust
Performance Share Award

          This is a Performance Share Award dated as of April 8, 2008 (“Date of Grant”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”) to [___] (“Grantee”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

          1. Definitions. As used herein:

               (a) “Award” means the award of Performance Shares hereby granted.

               (b) “Board” means the Board of Trustees of the Company, as constituted from time to time.

               (c) “Cause” means “Cause” as defined in the Plan.

               (d) “Change of Control” means “Change of Control” as defined in the Plan.

               (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

               (f) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no Committee has been appointed pursuant to Section 2, or if such a Committee is not in existence at the time of reference, “Committee” means the Board.

               (g) “Date of Grant” has the meaning shown above.

               (h) “Deferred Compensation Plan” means the Brandywine Realty Trust Executive Deferred Compensation Plan, as in effect from time to time.

               (i) “Disability” means “Disability” as defined in the Plan.

               (j) “Employer” means the Company or the Subsidiary for which Grantee is performing services on the applicable Vesting Date.

               (k) “Fair Market Value” means “Fair Market Value” as defined in the Plan.

               (l) “Performance Period” means, with respect to each Performance Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such Performance Share.

               (m) “Performance Shares” means the [___] Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.

               (n) “Rule 16b-3” means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.

               (o) “Share” means a common share of beneficial interest, $.01 par value per share, of the Company, subject to substitution or adjustment as provided in Section 3(c) of the Plan.

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

               (q) “Vesting Date” means the date(s) on which Grantee vests in all or a portion of the Performance Shares, as provided in Paragraph 3.

          2. Grant of Performance Shares. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Performance Shares.

          3. Vesting of Performance Shares.

               (a) Subject to the terms and conditions set forth herein and in the Plan, Grantee shall vest in the Performance Shares on the Vesting Date set forth in Paragraph 3(b) and as of the Vesting Date set forth in Paragraph 3(b) shall be entitled to the delivery of Shares with respect to such Performance Shares; provided that either (i) on the Vesting Date, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary during the Performance Period, or (ii) Grantee’s termination of employment before the Vesting Date occurred because of Grantee’s death or Disability.

               (b) Subject to Paragraphs 3(a) and 3(c), a Vesting Date for Performance Shares subject to the Award shall occur on April 8, 2011.

               (c) Notwithstanding Paragraphs 3(a) and 3(b):

(i)

a Vesting Date for all Performance Shares shall occur upon the occurrence of a Change of Control, and the Performance Shares, to the extent not previously vested, shall thereupon vest in full, provided that:

	(A)		as of the date of the Change of Control, Grantee is, and has from the Date of Grant continuously been, an employee of the Company or a Subsidiary or
	(B)		Grantee’s termination of employment before the date of the Change of Control occurred because of Grantee’s death or Disability.

(ii)

To the extent provided under the Deferred Compensation Plan, Grantee may elect to defer the receipt of Shares issuable with respect to Performance Shares. To the extent Grantee has elected to defer the receipt of such Shares, such Shares shall be delivered at the time or times designated pursuant to the Deferred Compensation Plan.

          4. Forfeiture of Performance Shares.

                (a) Subject to the terms and conditions set forth herein, if Grantee terminates employment with the Company and all Subsidiaries prior to the Vesting Date for a Performance Share for reasons other than death or Disability, Grantee shall forfeit any such Performance Share which has not vested as of such termination of employment. Grantee shall not forfeit Performance Shares which have not vested as of Grantee’s termination of employment with the Employer because of death or Disability.

          Upon a forfeiture of the Performance Shares as provided in this Paragraph 4, the Performance Shares shall be deemed canceled.

               (b) The provisions of this Paragraph 4 shall not apply to Performance Shares as to which a Vesting Date has occurred.

           5. Rights of Grantee. During the Performance Period, with respect to the Performance Shares, Grantee shall have the right to receive a cash payment equal to the value of any distributions or dividends payable with respect to Shares.

          6. Notices. Any notice to the Company under this Award shall be made to:

Brandywine Realty Trust
555 E. Lancaster Ave., Suite 100
Radnor, PA 19087
Attention: General Counsel

or such other address as may be provided to Grantee by written notice. Any notice to Grantee under this Award shall be made to Grantee at the address listed in the Company’s personnel files. All notices under this Award shall be deemed to have been

given when hand-delivered, telecopied or delivered by first class mail, postage prepaid, and shall be irrevocable once given.

          7. Securities Laws. The Committee may from time to time impose any conditions on the Performance Shares as it deems necessary or advisable to ensure that the Plan satisfies the conditions of Rule 16b-3, and that Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

          8. Delivery of Shares. Upon a Vesting Date, the Company shall notify Grantee (or Grantee’s legal representatives, estate or heirs, in the event of Grantee’s death before a Vesting Date) that the Performance Shares have vested. Except to the extent that Grantee has elected to defer the delivery of Shares under the Deferred Compensation Plan, within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Performance Shares, deliver to Grantee a certificate for the Performance Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 7, provided that no certificates for Shares will be delivered to Grantee until appropriate arrangements have been made with Employer for the withholding of any taxes which may be due with respect to such Shares. The Company is authorized to withhold from any cash remuneration then or thereafter payable to Grantee an amount sufficient to cover required tax withholdings and is further authorized to cancel a number of Shares for which the restrictions have lapsed having an aggregate Fair Market Value equal to the required tax withholdings. The Company may condition delivery of certificates for Shares upon the prior receipt from Grantee of any undertakings which it may determine are required to assure that the certificates are being issued in compliance with federal and state securities laws. The right to payment of any fractional Shares shall be satisfied in cash, measured by the product of the fractional amount times the fair market value of a Share on the Vesting Date, as determined by the Committee.

           9. Award Not to Affect Employment. The Award granted hereunder shall not confer upon Grantee any right to continue in the employment of the Company or any Subsidiary.

          10. Miscellaneous.

                (a) The address for Grantee to which notice, demands and other communications are to be given or delivered under or by reason of the provisions hereof shall be the Grantee’s address as reflected in the Company’s personnel records.

[THIS SPACE INTENTIONALLY LEFT BLANK]

               (b) This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the laws of the State of Maryland.

Accepted:

[GRANTEE]

Exhibit 10.3

BRANDYWINE REALTY TRUST
INCENTIVE OPTION

          This is an Incentive Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                                          (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

          1. Definitions. As used herein:

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

               (b) “Cause” means “Cause” as defined in the Employment Agreement.

               (c) “Change of Control” means “Change of Control” as defined in the Plan.

               (d) “Closing” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 8 hereof.

               (e) “Closing Date” means the date of the Closing.

               (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

               (g) “Common Share” means a common share of beneficial interest, $.01 par value per share, of the Company.

               (h) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no committee has been appointed pursuant to Section 2, or if such a committee is not in existence at the time of reference, “Committee” means the Board.

               (i) “Date of Exercise” means the date on which the notice required by Paragraph 5 hereof is given.

               (j) “Date of Grant” has the meaning shown above.

               (k) “Disability” means “Disability” as defined in the Plan.

               (l) “Employment Agreement” means the Amended and Restated Employment Agreement between Grantee and the Company, dated as of ___, as amended from time to time, or any subsequent employment agreement between Grantee and the Company as in effect at the time of determination.

               (m) “Expiration Date” means the earliest of the following:

	(i)		If the Optionee terminates employment with the Company for any reason other than death, Disability or for Cause, 5:00 p.m. on the date 90 days following such termination of employment;
	(ii)		If the Optionee terminates employment with the Company because of death or Disability, 5:00 p.m. on the first anniversary of the date the Optionee terminates employment because of death or Disability;
	(iii)		If the Optionee terminates employment with the Company for Cause, 5:00 p.m. on the date of such termination of employment;
	(iv)		The close of business on the date of a Change of Control;
	(v)		5:00 p.m. on the day before the tenth anniversary of the Date of Grant.

               (n) “Fair Market Value” means the Fair Market Value of a Share, as determined pursuant to the Plan.

               (o) “Option” means the option to purchase Shares hereby granted.

               (p) “Option Price” means $20.61 per Share. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the Option Price shall be equitably and proportionally adjusted. The Option Price shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

                (q) “Resignation for Good Reason” means Resignation for Good Reason as defined in the Employment Agreement.

               (r) “Shares” means the                      Common Shares which are the subject of the Option hereby granted. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the number of Shares that remain subject to the Option shall be equitably and proportionally adjusted. The number of Shares that remain subject to the Option shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

               (s) “Subsidiary” means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code.

          2. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee the Option to purchase any or all of the Shares.

          3. Time of Exercise of Options.

               (a) Subject to Paragraph 3(b), the Option may be exercised after such time or times as set forth below, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely:

	(i)		The Option may be exercised for one-third of the Shares subject to the Option on or after the first anniversary of the Date of Grant.
	(ii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the second anniversary of the Date of Grant.
	(iii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the third anniversary of the Date of Grant.

Notwithstanding the foregoing, the number of Shares available for exercise as determined under this Paragraph 3 shall be rounded down to the nearest whole Share. No Shares subject to the Option shall first become exercisable following the Optionee’s termination of employment.

               (b) Notwithstanding Paragraph 3(a), the Option shall become fully exercisable upon the earliest of (i) the occurrence of a Change of Control, (ii) the death of the Optionee, (iii) the Disability of the Optionee or (iv) termination of the Optionee’s employment with the Company without Cause or resignation of the Optionee employment with the Company that is a Resignation for Good Reason. In addition, notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of the Optionee, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause the Option to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel the Option upon closing of the Change in Control; (ii) cancel the Option, in whole or in part, in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-1(a) or any successor rule or regulation (notwithstanding the fact that the original Option was not intended to satisfy the requirements for treatment as an Incentive Stock Option); or (iii) cancel the Option, in whole or in part, in exchange for cash and/or other substitute consideration with a value

equal to (A) the number of Shares subject to the Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the Option Price; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the Option Price of the Option, the Committee may cancel the Option without any payment of consideration therefor. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of the Option may be subjected to earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in Control.

          4. Payment for Shares. Full payment for Shares purchased upon the exercise of an Option may be made in cash. In addition, this Option may be exercised through means of a “net settlement,” whereby the Option Price will be satisfied by cancellation of the Company’s obligation to issue a number of Common Shares otherwise issuable upon such exercise, which number of Common Shares will be equal to: (A) the total Option Price payable to acquire the number of Shares as to which the Option is then being exercised divided by (B) the then current Fair Market Value per Common Share. The number of Shares actually issuable upon such exercise will then be equal to the difference between the number of Shares as to which the Option is then being exercised and the number of Shares described in the preceding sentence. Without limiting the foregoing, payment for Shares purchased upon the exercise of an Option may, at the election of the Optionee and as the Committee may, in its discretion, approve, by surrendering Common Shares with an aggregate Fair Market Value equal to the aggregate Option Price.

          5. Manner of Exercise. The Option shall be exercised by giving written notice of exercise to:

Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Attention: General Counsel

All notices under this agreement shall be deemed to have been given when hand-delivered, telecopied or transmitted electronically and shall be irrevocable once given.

          6. Nontransferability of Option. The Option may not be transferred or assigned by the Optionee otherwise than by will or by the laws of descent and distribution, and all Options shall be exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of his Disability, by his personal representative; and any attempt at assignment or transfer contrary to the provisions of the Plan or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a person other than the Optionee shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

           7. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, or of the Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification of Shares issuable on the exercise of the Option upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Shares, the Company shall not be obligated to issue or deliver the certificates (if any) representing the Shares otherwise issuable on the exercise of the Option unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on such Shares calling attention to the fact that they have been acquired for investment and have not been registered.

           8. Issuance of Certificate at Closing; Payment of Cash. Subject to the provisions of this Paragraph 8, the Closing Date shall occur as promptly as is feasible after the exercise of the Option. Subject to the provisions of Paragraphs 7 and 9 hereof, a certificate for the Shares issuable on the exercise of the Option shall be delivered to the Optionee or to his personal representative, heir or legatee at the Closing, provided that no certificates for Shares will be delivered to the Optionee or to his personal representative, heir or legatee unless the Option Price has been paid in full and provided further that the Company may elect to provide for the issuance and delivery of the Shares via book entry or in uncertificated form.

          9. Rights Prior to Exercise. The Optionee shall not have any right as a shareholder with respect to any Shares subject to his Options until the Option shall have been exercised in accordance with the terms of the Plan and this Award and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, provided that in the event that the Optionee’s employment with the Company is terminated for Cause, upon a determination by the Committee, the Optionee shall automatically forfeit all Shares otherwise subject to delivery upon exercise of an Option but for which the Company has not yet delivered the Share certificates or issued the Shares via book entry or in uncertificated form, upon refund by the Company of the Option Price.

          10. Status of Option; Interpretation. The Option is intended to qualify as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision of this Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall be consistent with the intention expressed in this Paragraph 10.

          11. Option Not to Affect Employment. The Option granted hereunder shall not confer upon the Optionee any right to continue in the employment of the Company or any Subsidiary.

          12. Miscellaneous.

               (a) The address for the Optionee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the address contained in the Company’s personnel records.

               (b) This Award and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Maryland.

          13. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of the Option, the Company shall have the right to (a) require the Optionee to remit to the Company an amount in cash or Common Shares (valued at the then current Fair Market Value) sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities.

           14. Notice of Sale. The Optionee agrees to promptly notify the Company if the Optionee disposes of Shares acquired on the exercise of the Option on or before the first anniversary of the date of exercise as of which the Optionee acquired such Shares. For this purpose, a disposition includes a sale, exchange, gift or other transfer of legal title to such Common Shares, other than (a) a transfer following the Optionee’s death to an estate or a transfer by bequest or inheritance, (b) a pledge or hypothecation or (c) a transfer of ownership into ownership of the Optionee and another person jointly with right of survivorship.

          IN WITNESS WHEREOF, the Company has granted this Award on the day and year first above written.

		BRANDYWINE REALTY TRUST
		BY:
		TITLE:

Exhibit 10.4

BRANDYWINE REALTY TRUST
INCENTIVE STOCK OPTION

          This is an Incentive Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                      (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

          1. Definitions. As used herein:

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

               (b) “Cause” means “Cause” as defined in the Plan.

               (c) “Change of Control” means “Change of Control” as defined in the Plan.

               (d) “Closing” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 8 hereof.

               (e) “Closing Date” means the date of the Closing.

               (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

               (g) “Common Share” means a common share of beneficial interest, $.01 par value per share, of the Company.

               (h) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no committee has been appointed pursuant to Section 2, or if such a committee is not in existence at the time of reference, “Committee” means the Board.

               (i) “Date of Exercise” means the date on which the notice required by Paragraph 5 hereof is given.

               (j) “Date of Grant” has the meaning shown above.

               (k) “Disability” means “Disability” as defined in the Plan.

               (l) “Expiration Date” means the earliest of the following:

	(i)		If the Optionee terminates employment with the Company for any reason other than death, Disability or for Cause, 5:00 p.m. on the date 90 days following such termination of employment;
	(ii)		If the Optionee terminates employment with the Company because of death or Disability, 5:00 p.m. on the first anniversary of the date the Optionee terminates employment because of death or Disability;
	(iii)		If the Optionee terminates employment with the Company for Cause, 5:00 p.m. on the date of such termination of employment;
	(iv)		The close of business on the date of a Change of Control;
	(v)		5:00 p.m. on the day before the tenth anniversary of the Date of Grant.

               (m) “Fair Market Value” means the Fair Market Value of a Share, as determined pursuant to the Plan.

               (n) “Option” means the option to purchase Shares hereby granted.

               (o) “Option Price” means $20.61 per Share. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the Option Price shall be equitably and proportionally adjusted. The Option Price shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

               (p) “Shares” means the                      Common Shares which are the subject of the Option hereby granted. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the number of Shares that remain subject to the Option shall be equitably and proportionally adjusted. The number of Shares that remain subject to the Option shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

               (q) “Subsidiary” means, with respect to the Company, a subsidiary company, whether now or hereafter existing, as defined in section 424(f) of the Code.

          2. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee the Option to purchase any or all of the Shares.

          3. Time of Exercise of Options.

               (a) Subject to Paragraph 3(b), the Option may be exercised after such time or times as set forth below, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely:

	(i)		The Option may be exercised for one-third of the Shares subject to the Option on or after the first anniversary of the Date of Grant.
	(ii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the second anniversary of the Date of Grant.
	(iii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the third anniversary of the Date of Grant.

Notwithstanding the foregoing, the number of Shares available for exercise as determined under this Paragraph 3 shall be rounded down to the nearest whole Share. No Shares subject to the Option shall first become exercisable following the Optionee’s termination of employment.

               (b) Notwithstanding Paragraph 3(a), the Option shall become fully exercisable upon the earliest of (i) the occurrence of a Change of Control, (ii) the death of the Optionee or (iii) the Disability of the Optionee. In addition, notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of the Optionee, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause the Option to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel the Option upon closing of the Change in Control; (ii) cancel the Option, in whole or in part, in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-1(a) or any successor rule or regulation (notwithstanding the fact that the original Option was not intended to satisfy the requirements for treatment as an Incentive Stock Option); or (iii) cancel the Option, in whole or in part, in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to the Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the Option Price; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the Option Price of the Option, the Committee may cancel the Option without any payment of consideration therefor. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of the Option may be subjected to earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in Control.

          4. Payment for Shares. Full payment for Shares purchased upon the exercise of an Option may be made in cash. In addition, this Option may be exercised through means of a “net settlement,” whereby the Option Price will be satisfied by cancellation of the Company’s obligation to issue a number of Common Shares otherwise issuable upon such exercise, which number of Common Shares will be equal to: (A) the total Option Price payable to acquire the number of Shares as to which the Option is then being exercised divided by (B) the then current Fair Market Value per Common Share. The number of Shares actually issuable upon such exercise will then be equal to the difference between the number of Shares as to which the Option is then being exercised and the number of Shares described in the preceding sentence. Without limiting the foregoing, payment for Shares purchased upon the exercise of an Option may, at the election of the Optionee and as the Committee may, in its discretion, approve, by surrendering Common Shares with an aggregate Fair Market Value equal to the aggregate Option Price.

          5. Manner of Exercise. The Option shall be exercised by giving written notice of exercise to:

Brandywine Realty Trust 555 East Lancaster Avenue Suite 100 Radnor, PA 19087 Attention: General Counsel

All notices under this agreement shall be deemed to have been given when hand-delivered, telecopied or transmitted electronically and shall be irrevocable once given.

          6. Nontransferability of Option. The Option may not be transferred or assigned by the Optionee otherwise than by will or by the laws of descent and distribution, and all Options shall be exercisable, during the Optionee’s lifetime, only by the Optionee, or, in the event of his Disability, by his personal representative; and any attempt at assignment or transfer contrary to the provisions of the Plan or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a person other than the Optionee shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

          7. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, or of the Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification of Shares issuable on the exercise of the Option upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Shares, the Company shall not be obligated to issue or deliver the certificates (if any) representing the Shares otherwise issuable on the exercise of the Option unless and until such listing, registration, qualification, consent or approval shall

have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on such Shares calling attention to the fact that they have been acquired for investment and have not been registered.

          8. Issuance of Certificate at Closing; Payment of Cash. Subject to the provisions of this Paragraph 8, the Closing Date shall occur as promptly as is feasible after the exercise of the Option. Subject to the provisions of Paragraphs 7 and 9 hereof, a certificate for the Shares issuable on the exercise of the Option shall be delivered to the Optionee or to his personal representative, heir or legatee at the Closing, provided that no certificates for Shares will be delivered to the Optionee or to his personal representative, heir or legatee unless the Option Price has been paid in full and provided further that the Company may elect to provide for the issuance and delivery of the Shares via book entry or in uncertificated form.

          9. Rights Prior to Exercise. The Optionee shall not have any right as a shareholder with respect to any Shares subject to his Options until the Option shall have been exercised in accordance with the terms of the Plan and this Award and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, provided that in the event that the Optionee’s employment with the Company is terminated for Cause, upon a determination by the Committee, the Optionee shall automatically forfeit all Shares otherwise subject to delivery upon exercise of an Option but for which the Company has not yet delivered the Share certificates or issued the Shares via book entry or in uncertificated form, upon refund by the Company of the Option Price.

          10. Status of Option; Interpretation. The Option is intended to qualify as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision of this Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall be consistent with the intention expressed in this Paragraph 10.

          11. Option Not to Affect Employment. The Option granted hereunder shall not confer upon the Optionee any right to continue in the employment of the Company or any Subsidiary.

          12. Miscellaneous.

               (a) The address for the Optionee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the address contained in the Company’s personnel records.

               (b) This Award and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Maryland.

          13. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of the Option, the

Company shall have the right to (a) require the Optionee to remit to the Company an amount in cash or Common Shares (valued at the then current Fair Market Value) sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities.

          14. Notice of Sale. The Optionee agrees to promptly notify the Company if the Optionee disposes of Shares acquired on the exercise of the Option on or before the first anniversary of the date of exercise as of which the Optionee acquired such Shares. For this purpose, a disposition includes a sale, exchange, gift or other transfer of legal title to such Common Shares, other than (a) a transfer following the Optionee’s death to an estate or a transfer by bequest or inheritance, (b) a pledge or hypothecation or (c) a transfer of ownership into ownership of the Optionee and another person jointly with right of survivorship.

          IN WITNESS WHEREOF, the Company has granted this Award on the day and year first above written.

		BRANDYWINE REALTY TRUST
		BY:
		TITLE:

Exhibit 10.5

BRANDYWINE REALTY TRUST
NON-QUALIFIED OPTION

     This is a Non-Qualified Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to ___(“Optionee”) and is dated April 8 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

     1. Definitions. As used herein:

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

          (b) “Cause” means “Cause” as defined in the Employment Agreement.

          (c) “Change of Control” means “Change of Control” as defined in the Plan.

          (d) “Closing” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 8 hereof.

          (e) “Closing Date” means the date of the Closing.

          (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

          (g) “Common Share” means a common share of beneficial interest, $.01 par value per share, of the Company.

          (h) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no committee has been appointed pursuant to Section 2, or if such a committee is not in existence at the time of reference, “Committee” means the Board.

          (i) “Date of Exercise” means the date on which the notice required by Paragraph 5 hereof is given.

          (j) “Date of Grant” has the meaning shown above.

          (k) “Disability” means “Disability” as defined in the Plan.

          (l) “Employment Agreement” means the Amended and Restated Employment Agreement between Grantee and the Company, dated as of ___, as amended from time to time, or any subsequent employment agreement between Grantee and the Company as in effect at the time of determination.

          (m) “Expiration Date” means the earliest of the following:

	(i)		If the Optionee terminates employment with the Company for any reason other than death, Disability or for Cause, 5:00 p.m. on the date 90 days following such termination of employment;
	(ii)		If the Optionee terminates employment with the Company because of death or Disability, 5:00 p.m. on the first anniversary of the date the Optionee terminates employment because of death or Disability;
	(iii)		If the Optionee terminates employment with the Company for Cause, 5:00 p.m. on the date of such termination of employment;
	(iv)		The close of business on the date of a Change of Control;
	(v)		5:00 p.m. on the day before the tenth anniversary of the Date of Grant.

          (n) “Fair Market Value” means the Fair Market Value of a Share, as determined pursuant to the Plan.

          (o) “Option” means the option to purchase Shares hereby granted.

          (p) “Option Price” means $20.61 per Share. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the Option Price shall be equitably and proportionally adjusted. The Option Price shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

          (q) “Resignation for Good Reason” means Resignation for Good Reason as defined in the Employment Agreement.

          (r) “Shares” means the ___Common Shares which are the subject of the Option hereby granted. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the number of Shares that remain subject to the Option shall be equitably and proportionally adjusted. The number of Shares that remain subject to the Option shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

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

     2. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee the Option to purchase any or all of the Shares.

     3. Time of Exercise of Options.

          (a) Subject to Paragraph 3(b), the Option may be exercised after such time or times as set forth below, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely:

	(i)		The Option may be exercised for one-third of the Shares subject to the Option on or after the first anniversary of the Date of Grant.
	(ii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the second anniversary of the Date of Grant.
	(iii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the third anniversary of the Date of Grant.

Notwithstanding the foregoing, the number of Shares available for exercise as determined under this Paragraph 3 shall be rounded down to the nearest whole Share. No Shares subject to the Option shall first become exercisable following the Optionee’s termination of employment.

          (b) Notwithstanding Paragraph 3(a), the Option shall become fully exercisable upon the earliest of (i) the occurrence of a Change of Control, (ii) the death of the Optionee, (iii) the Disability of the Optionee or (iv) termination of the Optionee’s employment with the Company without Cause or resignation of the Optionee employment with the Company that is a [Resignation for Good Reason] [resignation for Good Reason]. In addition, notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of the Optionee, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause the Option to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel the Option upon closing of the Change in Control; (ii) cancel the Option, in whole or in part, in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-1(a) or any successor rule or regulation (notwithstanding the fact that the original Option was not intended to satisfy the requirements for treatment as an Incentive Stock Option); or (iii) cancel the Option, in whole or in part, in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to the Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the Option Price; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the Option Price of the Option, the Committee may cancel the Option without any payment of consideration therefor. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of the Option may be subjected to earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in Control.

     4. Payment for Shares. Full payment for Shares purchased upon the exercise of an Option may be made in cash. In addition, this Option may be exercised through means of a “net settlement,” whereby the Option Price will be satisfied by cancellation of the Company’s obligation to issue a number of Common Shares otherwise issuable upon such exercise, which number of Common Shares will be equal to: (A) the total Option Price payable to acquire the number of Shares as to which the Option is then being exercised divided by (B) the then current Fair Market Value per Common Share. The number of Shares actually issuable upon such exercise will then be equal to the difference between the number of Shares as to which the Option is then being exercised and the number of Shares described in the preceding sentence. Without limiting the foregoing, payment for Shares purchased upon the exercise of an Option may, at the election of the Optionee and as the Committee may, in its discretion, approve, by surrendering Common Shares with an aggregate Fair Market Value equal to the aggregate Option Price.

     5. Manner of Exercise. The Option shall be exercised by giving written notice of exercise to:

Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Attention: General Counsel

All notices under this agreement shall be deemed to have been given when hand-delivered, telecopied or transmitted electronically and shall be irrevocable once given.

     6. Nontransferability of Option. The Option may not be transferred or assigned by the Optionee otherwise than as and to the extent permitted by Section 5(e) of the Plan; and any attempt at assignment or transfer contrary to the provisions of the Plan or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a person other than the Optionee shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

     7. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, or of the Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification of Shares issuable on the exercise of the Option upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Shares, the Company shall not be obligated to issue or deliver the certificates (if any) representing the Shares otherwise issuable on the exercise of the Option unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on such Shares calling attention to the fact that they have been acquired for investment and have not been registered.

     8. Issuance of Certificate at Closing; Payment of Cash. Subject to the provisions of this Paragraph 8, the Closing Date shall occur as promptly as is feasible after the exercise of the Option. Subject to the provisions of Paragraphs 7 and 9 hereof, a certificate for the Shares issuable on the exercise of the Option shall be delivered to the Optionee or to his personal representative, heir or legatee at the Closing, provided that no certificates for Shares will be delivered to the Optionee or to his personal representative, heir or legatee unless the Option Price has been paid in full and provided further that the Company may elect to provide for the issuance and delivery of the Shares via book entry or in uncertificated form.

     9. Rights Prior to Exercise. The Optionee shall not have any right as a shareholder with respect to any Shares subject to his Options until the Option shall have been exercised in accordance with the terms of the Plan and this Award and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, provided that in the event that the Optionee’s employment with the Company is terminated for Cause, upon a determination by the Committee, the Optionee shall automatically forfeit all Shares otherwise subject to delivery upon exercise of an Option but for which the Company has not yet delivered the Share certificates or issued the Shares via book entry or in uncertificated form, upon refund by the Company of the Option Price.

     10. Status of Option; Interpretation. The Option is intended to be a non-qualified stock option. Accordingly, it is intended that the transfer of property pursuant to the exercise of the Option shall be subject to federal income tax in accordance with section 83 of the Code. The Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision of this Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall be consistent with the intention expressed in this Paragraph 10.

     11. Option Not to Affect Employment. The Option granted hereunder shall not confer upon the Optionee any right to continue in the employment of the Company or any Subsidiary.

     12. Miscellaneous.

          (a) The address for the Optionee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the address contained in the Company’s personnel records.

          (b) This Award and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Maryland.

     13. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of the Option, the Company shall have the right to (a) require the Optionee to remit to the Company an amount in cash or Common Shares (valued at the then current Fair Market Value) sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or

certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities.

     IN WITNESS WHEREOF, the Company has granted this Award on the day and year first above written.

		BRANDYWINE REALTY TRUST
		BY:
		TITLE:

Exhibit 10.6

BRANDYWINE REALTY TRUST
NON-QUALIFIED OPTION

          This is a Non-Qualified Stock Option Award (the “Award”) from Brandywine Realty Trust, a Maryland real estate investment trust (the “Company”), to                      (“Optionee”) and is dated April 8, 2008 (the “Date of Grant”). Terms used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty Trust Amended and Restated 1997 Long-Term Incentive Plan, as amended from time to time (the “Plan”).

          1. Definitions. As used herein:

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

               (b) “Cause” means “Cause” as defined in the Plan.

               (c) “Change of Control” means “Change of Control” as defined in the Plan.

               (d) “Closing” means the closing of the acquisition and sale of the Shares as described in, and subject to the provisions of, Paragraph 8 hereof.

               (e) “Closing Date” means the date of the Closing.

               (f) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

               (g) “Common Share” means a common share of beneficial interest, $.01 par value per share, of the Company.

               (h) “Committee” means the Committee appointed by the Board in accordance with Section 2 of the Plan, if one is appointed and in existence at the time of reference. If no committee has been appointed pursuant to Section 2, or if such a committee is not in existence at the time of reference, “Committee” means the Board.

               (i) “Date of Exercise” means the date on which the notice required by Paragraph 5 hereof is given.

               (j) “Date of Grant” has the meaning shown above.

               (k) “Disability” means “Disability” as defined in the Plan.

               (l) “Expiration Date” means the earliest of the following:

	(i)		If the Optionee terminates employment with the Company for any reason other than death, Disability or for Cause, 5:00 p.m. on the date 90 days following such termination of employment;
	(ii)		If the Optionee terminates employment with the Company because of death or Disability, 5:00 p.m. on the first anniversary of the date the Optionee terminates employment because of death or Disability;
	(iii)		If the Optionee terminates employment with the Company for Cause, 5:00 p.m. on the date of such termination of employment;
	(iv)		The close of business on the date of a Change of Control;
	(v)		5:00 p.m. on the day before the tenth anniversary of the Date of Grant.

               (m) “Fair Market Value” means the Fair Market Value of a Share, as determined pursuant to the Plan.

               (n) “Option” means the option to purchase Shares hereby granted.

               (o) “Option Price” means $20.61 per Share. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the Option Price shall be equitably and proportionally adjusted. The Option Price shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

               (p) “Shares” means the ___Common Shares which are the subject of the Option hereby granted. In the event of any recapitalization, Share distribution or dividend, Share split or combination, the number of Shares that remain subject to the Option shall be equitably and proportionally adjusted. The number of Shares that remain subject to the Option shall also be subject to adjustment pursuant to Section 3(c) of the Plan.

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

          2. Grant of Option. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Optionee the Option to purchase any or all of the Shares.

          3. Time of Exercise of Options.

               (a) Subject to Paragraph 3(b), the Option may be exercised after such time or times as set forth below, and shall remain exercisable until the Expiration Date, when the right to exercise shall terminate absolutely:

	(i)		The Option may be exercised for one-third of the Shares subject to the Option on or after the first anniversary of the Date of Grant.
	(ii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the second anniversary of the Date of Grant.
	(iii)		The Option may be exercised for an additional one-third of the Shares subject to the Option on or after the third anniversary of the Date of Grant.

Notwithstanding the foregoing, the number of Shares available for exercise as determined under this Paragraph 3 shall be rounded down to the nearest whole Share. No Shares subject to the Option shall first become exercisable following the Optionee’s termination of employment.

               (b) Notwithstanding Paragraph 3(a), the Option shall become fully exercisable upon the earliest of (i) the occurrence of a Change of Control, (ii) the death of the Optionee or (iii) the Disability of the Optionee. In addition, notwithstanding anything to the contrary set forth in the Plan, upon or in anticipation of any Change in Control, the Committee may, in its sole and absolute discretion and without the need for the consent of the Optionee, take one or more of the following actions contingent upon the occurrence of that Change in Control: (i) cause the Option to become fully vested and immediately exercisable for a reasonable period in advance of the Change in Control and, to the extent not exercised prior to that Change in Control, cancel the Option upon closing of the Change in Control; (ii) cancel the Option, in whole or in part, in exchange for a substitute option in a manner consistent with the requirements of Treas. Reg. §1.424-1(a) or any successor rule or regulation (notwithstanding the fact that the original Option was not intended to satisfy the requirements for treatment as an Incentive Stock Option); or (iii) cancel the Option, in whole or in part, in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to the Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the date of the Change in Control and the Option Price; provided, that if the Fair Market Value per Share on the date of the Change in Control does not exceed the Option Price of the Option, the Committee may cancel the Option without any payment of consideration therefor. In the discretion of the Committee, any cash or substitute consideration payable upon cancellation of the Option may be subjected to earn-out, escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to shareholders in connection with the Change in Control.

          4. Payment for Shares. Full payment for Shares purchased upon the exercise of an Option may be made in cash. In addition, this Option may be exercised through means of a

“net settlement,” whereby the Option Price will be satisfied by cancellation of the Company’s obligation to issue a number of Common Shares otherwise issuable upon such exercise, which number of Common Shares will be equal to: (A) the total Option Price payable to acquire the number of Shares as to which the Option is then being exercised divided by (B) the then current Fair Market Value per Common Share. The number of Shares actually issuable upon such exercise will then be equal to the difference between the number of Shares as to which the Option is then being exercised and the number of Shares described in the preceding sentence. Without limiting the foregoing, payment for Shares purchased upon the exercise of an Option may, at the election of the Optionee and as the Committee may, in its discretion, approve, by surrendering Common Shares with an aggregate Fair Market Value equal to the aggregate Option Price.

          5. Manner of Exercise. The Option shall be exercised by giving written notice of exercise to:

Brandywine Realty Trust
555 East Lancaster Avenue
Suite 100
Radnor, PA 19087
Attention: General Counsel

All notices under this agreement shall be deemed to have been given when hand-delivered, telecopied or transmitted electronically and shall be irrevocable once given.

          6. Nontransferability of Option. The Option may not be transferred or assigned by the Optionee otherwise than as and to the extent permitted by Section 5(e) of the Plan; and any attempt at assignment or transfer contrary to the provisions of the Plan or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. Any exercise of the Option by a person other than the Optionee shall be accompanied by appropriate proofs of the right of such person to exercise the Option.

          7. Securities Laws. The Committee may from time to time impose any conditions on the exercise of the Option as it deems necessary or appropriate to comply with the then-existing requirements of the Securities Act of 1933, as amended, or of the Securities Exchange Act of 1934, as amended, including Rule 16b-3 (or any similar rule) of the Securities and Exchange Commission. If the listing, registration or qualification of Shares issuable on the exercise of the Option upon any securities exchange or under any federal or state law, or the consent or approval of any governmental regulatory body is necessary as a condition of or in connection with the purchase of such Shares, the Company shall not be obligated to issue or deliver the certificates (if any) representing the Shares otherwise issuable on the exercise of the Option unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. If registration is considered unnecessary by the Company or its counsel, the Company may cause a legend to be placed on such Shares calling attention to the fact that they have been acquired for investment and have not been registered.

          8. Issuance of Certificate at Closing; Payment of Cash. Subject to the provisions of this Paragraph 8, the Closing Date shall occur as promptly as is feasible after the

exercise of the Option. Subject to the provisions of Paragraphs 7 and 9 hereof, a certificate for the Shares issuable on the exercise of the Option shall be delivered to the Optionee or to his personal representative, heir or legatee at the Closing, provided that no certificates for Shares will be delivered to the Optionee or to his personal representative, heir or legatee unless the Option Price has been paid in full and provided further that the Company may elect to provide for the issuance and delivery of the Shares via book entry or in uncertificated form.

          9. Rights Prior to Exercise. The Optionee shall not have any right as a shareholder with respect to any Shares subject to his Options until the Option shall have been exercised in accordance with the terms of the Plan and this Award and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, provided that in the event that the Optionee’s employment with the Company is terminated for Cause, upon a determination by the Committee, the Optionee shall automatically forfeit all Shares otherwise subject to delivery upon exercise of an Option but for which the Company has not yet delivered the Share certificates or issued the Shares via book entry or in uncertificated form, upon refund by the Company of the Option Price.

          10. Status of Option; Interpretation. The Option is intended to be a non-qualified stock option. Accordingly, it is intended that the transfer of property pursuant to the exercise of the Option shall be subject to federal income tax in accordance with section 83 of the Code. The Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Code. The interpretation and construction of any provision of this Option or the Plan made by the Committee shall be final and conclusive and, insofar as possible, shall be consistent with the intention expressed in this Paragraph 10.

          11. Option Not to Affect Employment. The Option granted hereunder shall not confer upon the Optionee any right to continue in the employment of the Company or any Subsidiary.

          12. Miscellaneous.

               (a) The address for the Optionee to which notice, demands and other communications to be given or delivered under or by reason of the provisions hereof shall be the address contained in the Company’s personnel records.

               (b) This Award and all questions relating to its validity, interpretation, performance, and enforcement shall be governed by and construed in accordance with the laws of the State of Maryland.

          13. Withholding of Taxes. Whenever the Company proposes or is required to deliver or transfer Shares in connection with the exercise of the Option, the Company shall have the right to (a) require the Optionee to remit to the Company an amount in cash or Common Shares (valued at the then current Fair Market Value) sufficient to satisfy any federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities.

          IN WITNESS WHEREOF, the Company has granted this Award on the day and year first above written.

		BRANDYWINE REALTY TRUST
		BY:
		TITLE: