BRANDYWINE REALTY TRUST
This is a Non-Qualified Stock Option Award dated January 2, 1998 (the "Award") from Brandywine Realty
Trust, a Maryland real estate investment trust (the "Company") to Anthony A. Nichols, Sr. ("Optionee"). Terms
used herein as defined terms and not defined herein have the meanings assigned to them in the Brandywine Realty
Trust 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 or 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 9 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 6 hereof is hand-delivered,
placed in the United States mail postage prepaid, or delivered to a telegraph or telex facility.
(j) "Date of Grant" means January 2, 1998, the date on which the Company awarded the Option.
(k) "Disability" means "Disability" as defined in the Plan.
(l) "Employment Agreement" means the employment agreement between Optionee and the Company, dated
January 2, 1998, or any subsequent employment agreement between Optionee and the Com