THIS AGREEMENT is entered into as of the 19th day of January, 1999 by and between Jeff F. Rogatz
("Executive") and Brandywine Realty Trust (the "Company").
WHEREAS, Executive is currently employed by the Company and/or a Subsidiary (as defined below) of the
WHEREAS, in order to encourage Executive to remain an employee of the Company and/or a Subsidiary, the
Company is entering into this Agreement with Executive.
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Payment Obligation. The Company agrees that if (i) a Change of Control (as defined below) of the Company
occurs at a time when Executive is then an employee of the Company and/or a Subsidiary of the Company and
(ii) within one year of the occurrence of the Change of Control either (a) the Company or the purchaser or
successor thereto (the "Purchaser") terminates the employment of Executive other than for Cause (as defined
below) or (b) Executive resigns for Good Reason (as defined below), then the Company or Purchaser will be
obligated to continue to pay to Executive an amount equal to his base salary as in effect at the time of the Change
of Control for a period expiring 547 days after the effective date of Executive's termination of employment.
2. No Right to Employment. This Agreement shall not confer upon Executive any right to remain an employee of
the Company or a Subsidiary of the Company, and shall only entitle Executive to the salary continuation
payments in the limited circumstances set forth in Paragraph 1 above.
3. Certain Definitions. As used herein: (i) the terms "Change of Control" and "Subsidiary" shall have the
respective meanings assigned to them in the Company's 1997 Long-Term Incentive Plan, as amended (the
"Plan"), (ii) the term "Cause" shall have the meaning assigned to it in the Plan (except that references in such Plan
definition to "Company" shall be interpreted to mean the Company or Purchaser, as applicable) and (iii) the term