Officers

On February 25, 2013, the Compensation Committee of our Board of Trustees
awarded 2012 annual incentives and equity-based long-term incentives for our
senior executives and set their 2013 base salaries. The tables below reflect
awards to those of our executive officers identified below.
2012 Annual Incentive Awards
The table below sets forth the annual incentives, which are payable in cash,
awarded to each of the named executives:
Name               2012 Annual Incentive
Gerard H. Sweeney       $1,080,000
Howard M. Sipzner        $410,000
H. Jeffrey DeVuono       $305,320
Brad A. Molotsky         $243,600
George Johnstone         $225,000

Long-Term Equity Awards: Performance Units; Restricted Shares The table below sets forth the equity-based long-term incentives awarded to each of the named executives. These awards were allocated between restricted performance share units ("Performance Units") and restricted common shares ("Restricted Shares") as indicated in the table below.

Performance Restricted

Name                Units (#)  Shares (#)
Gerard H. Sweeney    67,374      45,833
Howard M. Sipzner    24,704      16,806
Brad A. Molotsky     19,651      13,368
H. Jeffrey DeVuono   19,089      12,986
George Johnstone     14,036      9,549

Performance Units. Performance units represent the right to earn common shares. The number of common shares, if any, deliverable to award recipients depends on our performance based on our total return to shareholders during the three year period Measurement Period that commenced on January 1, 2013 and that ends on the earlier of December 31, 2015 or the date of a change of control, as defined in our 2013-2015 Restricted Performance Share Unit Program (the "Performance Unit Program") compared to (i) for fifty percent (50%) of the performance units awarded to each recipient, the total return to shareholders for the Measurement Period of the component members (excluding us) of the S&P US REIT Index (the "Index Companies") and (ii) for the other fifty percent (50%) of the performance units awarded to each recipient, the total return to shareholders for the Measurement Period of each of the companies in a designated peer group (the "Peer Group") contained in the Performance Units Program. If our total return to shareholders over the Measurement Period places us below the 25th percentile of the Index Companies or the components in the Peer Group, as applicable, then no shares will be earned under the related performance units. If our total return to shareholders over the Measurement Period places us at or above the 25th percentile of the Index Companies or the components in the Peer Group, as applicable,

then a percentage of the awards ranging from 50% to 200% will be earned. Dividends are deemed credited to the performance units accounts and are applied to acquire more performance units for the account of the unit holder at the price per common share ending on the dividend payment date. If earned, awards will be paid in common shares in an amount equal to the number of performance units in the holder's account at the end of the Measurement Period. Participants in the program may elect to defer receipt of common shares earned into our Deferred Compensation Plan. In the event of the participant's death, disability or qualifying retirement, he will be eligible to receive shares (if any) under the program as if the Measurement Period ended on the last day of the month in which the termination occurred.
Restricted Shares. Each Restricted Share vests on April 15, 2016 and is settled for one common share. Vesting would accelerate upon a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the vesting date. In the case of our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, vesting would also accelerate if we were to terminate him without cause, or if he were to resign for good reason, under his employment agreement. We pay dividend equivalents on Restricted Shares prior to the vesting date. The grants of Restricted Shares and Performance Units were made under our Amended and Restated 1997 Long-Term Incentive Plan. The award agreements for the Performance Units and Restricted Shares will be individualized for each recipient and will be in substantially the forms attached as exhibits to this Form 8-K.
Base Salaries
The table below shows 2012 and 2013 base salary information established by our Compensation Committee for our named executives.

Name               2012 Base Salary 2013 Base Salary % Increase
Gerard H. Sweeney      $600,000         $600,000         0%
Howard M. Sipzner      $440,000         $440,000         0%
H. Jeffrey DeVuono     $340,000         $347,500         2%
Brad A. Molotsky       $350,000         $350,000         0%
George Johnstone       $300,000         $306,000         2%

Exhibit No.   Description

10.1          Form of Performance Unit Award Agreement
10.2          Form of Restricted Share Award
10.3          2013-2015 Performance Share Unit Program.

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.

By: /s/ Gerard H. Sweeney
Gerard H. Sweeney
President and Chief Executive Officer

Brandywine Operating Partnership, L.P.
By: Brandywine Realty Trust, its sole General Partner

By: /s/ Gerard H. Sweeney Gerard H. Sweeney President and Chief Executive Officer

Date: March 1, 2013