BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD
This is a Restricted Share Award dated January 2, 1998 from Brandywine Realty Trust, a Maryland real estate
investment trust (the "Company") to Henry J. Devuono ("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 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 January 2, 1998, the date on which the Company awarded the Restricted Shares.
(h) "Employer" means the Company or the Subsidiary for which Grantee is performing services on the applicable
(i) "Restricted Period" means, with respect to each Restricted Share, the period beginning on the Date of Grant
and ending on the Vesting Date.
(j) "Restricted Shares" means the 5,283 Shares which are the subject of the Award hereby granted.
(k) "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, as in effect from time to time.
(l) "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.
(m) "Subsidiary" means, with respect to the Company or parent, a subsidiary company, w