BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD
This is a Restricted Share Award dated as of July 25, 2002, from Brandywine Realty Trust, a Maryland real
estate investment trust (the "Company") to Gerard H. Sweeney ("Grantee"). 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) "Award" means the award of Restricted 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" means July 25, 2002 the date on which the Company awarded the Restricted Shares.
(h) "Disability" means "Disability" as defined in the Plan.
(i) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable
(j) "Employment Agreement" means the Amended and Restated Employment Agreement between Grantee and
the Company, dated as of May 7, 2002, or any subsequent employment agreement between Grantee and the
Company as in effect at the time of determination.
(k) "Fair Market Value" means "Fair Market Value" as defined in the Plan.
(l) "Resignation for Good Reason" means "Resignation for Good Reason" as defined in the Employment
(m) "Restricted Period" means, with respect to each Restricted Share, the period beginning on