8-K

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): February 10, 2006

BRANDYWINE REALTY TRUST

(Exact name of issuer as specified in charter)

MARYLAND	1-9106	23-2413352
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification Number)

401 Plymouth Road, Suite 500

Plymouth Meeting, Pennsylvania 19462

(Address of principal executive offices)

(610) 325-5600

(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):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

             (i)               2005 Year-end Bonus Awards.

                                On February 10, 2006, the Compensation Committee of our Board of Trustees approved the award of year-end bonuses to our officers, with our Named Executive Officers (identified below) receiving the dollar amount of award set beside his name.  Unless an officer currently satisfies the share ownership requirement that he will be required to meet, as provided in our Corporate Governance Principles (and as summarized below), the executive must take at least twenty-five percent of his bonus in Common Shares (or Common Share equivalents under our executive deferred compensation plan) and may elect to take all or any portion of such bonus in excess of such minimum percentage in Common Shares (or Common Share equivalents).  The per share price for such shares (or share equivalents) is equal to $31.10 (the closing price of our shares on the date of the award) for the twenty-five percent portion of the bonus that must be taken in equity and is equal to 85% of such closing price for any portion of the bonus in excess of such minimum percentage that the executive elects to take in equity.  If an executive currently satisfies the share ownership level applicable to him, as provided in our Corporate Governance Principles, then the executive is not required to take any portion of the bonus in equity and is entitled to the above-referenced discount on any shares acquired with his bonus.  Under our Corporate Governance Principles, officers are required to own, within five years of their election as an officer, but no earlier than May 2007, Common Shares (or Common Share equivalents under our executive deferred compensation plan) having a market value at least equal to the following multiples of their base salary: (i) six times for the President and Chief Executive Officer; (ii) four times for Executive Vice Presidents and Senior Vice Presidents; and (iii) two times for Vice Presidents and other officers.

Named Executive Officer	Bonus Award
Gerard H. Sweeney	$	1,100,000
Christopher P. Marr	$	310,000
Brad A. Molotsky	$	315,000
Anthony S. Rimikis	$	160,000
George D. Sowa	$	130,000

                                We have identified as a “Named Executive Officer” those of our executive officers that were identified as Named Executive Officers in our 2005 Proxy Statement and those that we expect to identify as Named Executive Officers in the 2006 Proxy Statement.

             (ii)              Restricted Share Awards.

                                On February 10, 2005, the Compensation Committee of our Board of Trustees awarded an aggregate of 138,838 “restricted” Common Shares to Company employees (including an aggregate of 96,791 “restricted” Common Shares to 10 executive officers).  We have attached the form of award for our President and Chief Executive Officer as Exhibit 10.1 to this Form 8-K and the form of award for other recipients as Exhibit 10.2 to this Current Report.  The forms of the award agreement for the other recipients are identical (other than as to the recipient name and the

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number of shares covered by the agreement).  The “restricted” Common Shares vest in five equal annual installments commencing on January 1, 2007, based on the recipient’s continued employment with us, subject to acceleration of vesting upon a change in control of us or the death or disability of the recipient (and, in the case of our President and Chief Executive Officer, should his employment be terminated without “cause” or should he resign for “good reason,” as such terms are defined in his employment agreement).  During the period the “restricted” Common Shares have not vested, the applicable executive is entitled to vote the shares and to receive distributions paid on Common Shares.  Vesting of the “restricted” Common Shares is not subject to performance-based conditions.  The number of shares covered by awards to those executive officers who are “Named Executive Officers” is as follows:

Named Executive Officer	Number of Shares
Gerard H. Sweeney		54,663
Christopher P. Marr		9,647
Brad A. Molotsky		9,647
Anthony S. Rimikis		4,824
George D. Sowa		4,020

             (iii)            Proposed Sale of 101 Paragon.

                                We own a fifty percent economic interest in an approximately 141,724 square foot office building located at 101 Paragon Drive in Montvale, New Jersey.  The remaining fifty percent ownership interest in this building is owned by Donald E. Axinn, one of our Trustees.  We attached the agreement that provides for our respective interests in this building as an exhibit to a Current Report on Form 8-K that we filed with the SEC on June 21, 2005.

                                On February 10, 2006, our Board (with Mr. Axinn abstaining) authorized the execution of an agreement that provides for the sale of this property to an unaffiliated third party for a gross sales price of $18,350,000.  Closing of the sale is scheduled to occur in August 2006, subject to a one-month extension right and subject to closing conditions, including completion of due diligence to the satisfaction of the buyer.  We estimate that our share of the sales proceeds, after reduction for discharge of the mortgage debt secured by the property, transfer taxes, brokerage fees and similar costs, will be approximately $3.1 million.

                                Our Board authorized us to enter into this transaction because it concluded that the terms of sale are attractive and the disposition of this property is consistent with our focus on select core markets.

                                Attached to this Current Report as an exhibit is an agreement that we entered into with Mr. Axinn that sets forth our respective rights and obligations with respect to the sales agreement.

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Item 9.01. Financial Statements and Exhibits

Exhibits

10.1	Restricted Share Award to President and Chief Executive Officer of Brandywine Realty Trust
10.2	Form of Restricted Share Award to Executives other than President and Chief Executive Officer of Brandywine Realty Trust.
10.3	Consent and Confirmation Agreement between Brandywine Operating Partnership, L.P. and Donald E. Axinn

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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.

	BRANDYWINE REALTY TRUST
Date: February 15, 2006	By:	/s/ Gerard H. Sweeney
		Gerard H. Sweeney
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Restricted Share Award to President and Chief Executive Officer of Brandywine Realty Trust
10.2	Form of Restricted Share Award to Executives other than President and Chief Executive Officer of Brandywine Realty Trust.
10.3	Consent and Confirmation Agreement between Brandywine Operating Partnership, L.P. and Donald E. Axinn

EX-10

Exhibit 10.1

BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD

                         This is a Restricted Share Award dated as of February 10, 2006, 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  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 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 February 10, 2006, 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 Vesting Date.

                                      (j)          ”Employment Agreement” means the Amended and Restated Employment Agreement between Grantee and the Company, dated as of February 9, 2005, as amended from time to time, 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 Agreement.

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

                                      (n)          ”Restricted Shares” means the 54,663 Shares which are subject to vesting and forfeiture in accordance with the terms of this Award.

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

                                      (p)          ”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.

                                      (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.

                                      (r)          ”Vesting Date” means the date on which the restrictions imposed under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4.

                         2.          Grant of Restricted Shares.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Shares.  Grantee shall pay to the Company $.01 per Restricted Share granted to him.

                         3.          Restrictions on Restricted Share.  Subject to the terms and conditions set forth herein and in the Plan, prior to the Vesting Date in respect of Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or assign such Restricted Shares except to a limited partnership in which Grantee is the sole general partner and which limited partnership agrees to hold such Restricted Shares subject to all of the restrictions contained herein, including the forfeiture provisions.  Share certificates evidencing Restricted Shares shall be held in custody by the Company until the restrictions thereon have lapsed.  Concurrently herewith, Grantee shall deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by the Award.  During the Restricted Period, share certificates evidencing Restricted Shares shall bear a legend in substantially the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE BRANDYWINE REALTY TRUST AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY TRUST.  COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.

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                         4.          Lapse of Restrictions for Restricted Shares.

                                      (a)          Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that has not been forfeited as provided in Paragraph 5 shall lapse on the applicable Vesting Date in respect of such Restricted Share, 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 Restricted Period, or (ii) Grantee’s termination of employment before the Vesting Date occurred because of Grantee’s death or Disability.

                                      (b)          Subject to Paragraph 4(a), a Vesting Date for Restricted Shares subject to the Award shall occur in accordance with the following schedule:

(i)	One-fifth of the Restricted Shares will vest on January 1, 2007;
(ii)	An additional one-fifth of the Restricted Shares will vest on January 1, 2008;
(iii)	An additional one-fifth of the Restricted Shares will vest on January 1, 2009;
(iv)	An additional one-fifth of the Restricted Shares will vest on January 1, 2010; and
(v)	An additional one-fifth of the Restricted Shares will vest on January 1, 2011.

                                      (c)          Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted Shares shall occur upon the occurrence of any of the following events, and the Restricted 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

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	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.

                         5.          Forfeiture of Restricted 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 Restricted Share for reasons other than as described in Paragraph 4(c)(iii) or (iv) Grantee shall forfeit any such Restricted Share which has not vested as of such termination of employment, provided that Grantee shall not, on account of such termination, forfeit Restricted 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 Restricted Shares as provided in this Paragraph 5, the Restricted Shares shall be deemed canceled.

                                      (b)          The provisions of this Paragraph 5 shall not apply to Restricted Shares as to which the restrictions of Paragraph 3 have lapsed.

                         6.          Rights of Grantee.  During the Restricted Period, with respect to the Restricted Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and the right to receive any distributions or dividends payable on Shares.

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

Brandywine Realty Trust

401 Plymouth Road

Suite 500

Plymouth Meeting, PA  19462

Attention:  Chief Financial 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.

                         8.          Securities Laws.  The Committee may from time to time impose any conditions on the Restricted 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.

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                         9.          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 restrictions on the Restricted Shares have lapsed.  Within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, 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.

                         10.        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.

                         11.        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:

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EX-10

Exhibit 10.2

[FORM OF RESTRICTED SHARE AWARD]

BRANDYWINE REALTY TRUST
RESTRICTED SHARE AWARD

                         This is a Restricted Share Award dated as of February 10, 2006, 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 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 February 10, 2006, 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 Vesting Date.

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

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

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

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

                                      (n)          “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.

                                      (o)          “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.

                                      (p)          “Vesting Date” means the date on which the restrictions imposed under Paragraph 3 on a Restricted Share lapse, as provided in Paragraph 4.

                         2.          Grant of Restricted Shares.  Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Grantee the Restricted Shares.  Grantee shall pay to the Company $.01 per Restricted Share granted to him.

                         3.          Restrictions on Restricted Share.  Subject to the terms and conditions set forth herein and in the Plan, prior to the Vesting Date in respect of Restricted Shares, Grantee shall not be permitted to sell, transfer, pledge or assign such Restricted Shares.  Share certificates evidencing Restricted Shares shall be held in custody by the Company until the restrictions thereon have lapsed.  Concurrently herewith, Grantee shall deliver to the Company a share power, endorsed in blank, relating to the Restricted Shares covered by the Award.  During the Restricted Period, share certificates evidencing Restricted Shares shall bear a legend in substantially the following form:

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE BRANDYWINE REALTY TRUST AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN, AS AMENDED, AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND BRANDYWINE REALTY TRUST.  COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES OF BRANDYWINE REALTY TRUST AND WILL BE MADE AVAILABLE TO ANY SHAREHOLDER WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.

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                         4.          Lapse of Restrictions for Restricted Shares.

                                      (a)          Subject to the terms and conditions set forth herein and in the Plan, the restrictions set forth in Paragraph 3 on each Restricted Share that has not been forfeited as provided in Paragraph 5 shall lapse on the applicable Vesting Date in respect of such Restricted Share, 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 Restricted Period, or (ii) Grantee’s termination of employment before the Vesting Date occurred because of Grantee’s death or Disability.

                                      (b)          Subject to Paragraph 4(a), a Vesting Date for Restricted Shares subject to the Award shall occur in accordance with the following schedule:

(i)	One-fifth of the Restricted Shares will vest on January 1, 2007;
(ii)	An additional one-fifth of the Restricted Shares will vest on January 1, 2008;
(iii)	An additional one-fifth of the Restricted Shares will vest on January 1, 2009;
(iv)	An additional one-fifth of the Restricted Shares will vest on January 1, 2010; and
(v)	An additional one-fifth of the Restricted Shares will vest on January 1, 2011.

                                      (c)          Notwithstanding Paragraph 4(b), a Vesting Date for all Restricted Shares shall occur upon the occurrence of a Change of Control, and the Restricted Shares, to the extent not previously vested, shall thereupon vest in full, provided that (i) 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 (ii) Grantee’s termination of employment before the date of the Change of Control occurred because of Grantee’s death or Disability.

                         5.          Forfeiture of Restricted 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 Restricted Share for reasons other than death or Disability, Grantee shall forfeit any such Restricted Share which has not vested as of such termination of employment.  Grantee shall not forfeit Restricted 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 Restricted Shares as provided in this Paragraph 5, the Restricted Shares shall be deemed canceled.

                                      (b)          The provisions of this Paragraph 5 shall not apply to Restricted Shares as to which the restrictions of Paragraph 3 have lapsed.

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                         6.          Rights of Grantee.  During the Restricted Period, with respect to the Restricted Shares, Grantee shall have all of the rights of a shareholder of the Company, including the right to vote the Restricted Shares and the right to receive any distributions or dividends payable on Shares.

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

Brandywine Realty Trust

401 Plymouth Road

Suite 500

Plymouth Meeting, PA  19462

Attention:  Chief Financial 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.

                         8.          Securities Laws.  The Committee may from time to time impose any conditions on the Restricted 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.

                         9.          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 restrictions on the Restricted Shares have lapsed.  Within ten (10) business days of a Vesting Date, the Company shall, without payment from Grantee for the Restricted Shares, deliver to Grantee a certificate for the Restricted Shares without any legend or restrictions, except for such restrictions as may be imposed by the Committee, in its sole judgment, under Paragraph 8, 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.

                         10.          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.

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                         11.          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:	President and Chief Executive Officer

EX-10

Exhibit 10.3

CONSENT AND CONFIRMATION AGREEMENT

                         Consent and Confirmation Agreement, dated as of February 13, 2006 (this “Agreement”), by and between Brandywine Operating Partnership, L.P., a Delaware limited partnership (“Brandywine”) and Donald E. Axinn (“Axinn”).

Background

                         Brandywine and Axinn executed a Modification Agreement dated as of June 20, 2005 (the “2005 Agreement”).  The 2005 Agreement sets forth the rights and obligations of each of Brandywine and Axinn with respect to the office property known as 101 Paragon Drive (the “Property”).

                         Benjamin Moore & Co. desires to purchase the Property pursuant to an Agreement of Sale in substantially the form attached hereto as Exhibit A (the “Sales Agreement”).

                         NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

                         1.          Brandywine Consent.  Brandywine consents to the execution and delivery of the Sales Agreement by Axinn.

                         2.          Axinn Confirmation and Agreement.  Axinn agrees that he shall not provide any waivers, consents or approvals under the Sales Agreement without the prior written consent of Brandywine and agrees and confirms that under and in accordance with the Modification Agreement one-half of the net payments (i.e., proceeds net of repayment of the mortgage loan secured by the Property, transfer taxes and brokerage commissions payable by the seller under the Sales Agreement) made by Purchaser under the Sales Agreement, including any forfeiture of the security deposit provided for therein, shall be paid to Brandywine.  In no event shall Brandywine have any liability for any representations, warranties, covenants or agreements of Axinn in or arising under the Sales Agreement.

                         3.          Authorship; Advice of Counsel.  Each of the parties has actively participated in the negotiation and drafting of this Agreement, and each has received independent legal advice from its attorney concerning this Agreement.  In the event of a dispute regarding this Agreement, the parties will be conclusively deemed to be the joint authors of this Agreement, and no provision of this Agreement will be interpreted against a party by reason of authorship.  Axinn acknowledges and confirms that he has received independent legal advice from his attorney concerning the Sales Agreement and that Brandywine has not provided him with any advice, whether legal, tax or otherwise, concerning the Sales Agreement or the transactions provided for therein.

                         4.          Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of New Jersey.

                         5.          Amendments.  This Agreement may not be amended or otherwise changed in any respect whatsoever except by a writing signed by each of the parties hereto.

                         6.          Entire Agreement.  This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes any and all prior or contemporaneous agreements, whether written or oral, concerning the subject matter hereof; provided that, notwithstanding the execution and delivery of this Agreement, the 2005 Agreement shall continue in full force and effect.

                         7.          Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

                         8.          Facsimile.  A facsimile copy of an original written signature shall be deemed to have the same effect as an original written signature.

                         IN WITNESS THEREOF, this Agreement has been executed by each of the undersigned as of the day, month and year first above written.

BRANDYWINE OPERATING PARTNERSHIP, L.P.
By:	BRANDYWINE REALTY TRUST,
	its General Partner
By:
	Name:   Gerard H. Sweeney
	Title:     President and Chief Executive Officer
	Donald E. Axinn