Exhibit 10.73
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT
AGREEMENT
(As Amended and Restated Effective
January 1, 2009)
THIS AGREEMENT,
dated as of the 30th day of
December, 2008, is between Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust (the “Trust”), and
Bruce Goldman (the “Executive”), an officer of the
Trust.
WHEREAS, the Trust desires to continue to provide a
nonqualified supplemental executive retirement benefit to the
Executive as hereinafter provided, in accordance with the terms of
the amended and restated Employment Agreement entered into by the
Trust and the Executive in December 2008;
WHEREAS, the supplemental retirement benefits credited to
the Executive’s account before January 1, 2005 were
vested upon such crediting so that such benefits (plus earnings
therein) are not subject to the deferred compensation rules set
forth in section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), and the final regulations issued
thereunder;
WHEREAS, in order to preserve the application of federal
tax law other than section 409A to such benefits, the terms and
conditions governing such benefits may not be materially modified
after October 3, 2004; and
WHEREAS, in order to preserve such terms and conditions
and to set forth different terms and conditions applicable to the
Executive’s post-2004 benefits, the Trust and the Executive
desire to restate this Agreement;
NOW, THEREFORE,
in consideration of the mutual
covenants hereinafter set forth and for other good and valuable
consideration, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Supplemental Retirement
Benefit . The Trust shall continue a bookkeeping account for
the Executive and shall credit such account each fiscal year
beginning January 1, 2009 or later with a deemed contribution
of $25,000. Such deemed contributions shall be credited as of
January 1 of the applicable fiscal year and shall earn
interest at the rate of 10 percent, compounded annually.
2. Vesting . The Executive
shall be fully vested in all amounts credited to his account at all
times.
3. Payments to
Executive
(a) Pre-2005 Account . Upon
termination of the Executive’s employment with the Trust for
any reason, the Trust shall pay to the Executive the
amount
credited to his account as of December 31,
2004, plus earnings thereon after December 31, 2004 (the
“Pre-2005 Account”) in a single sum within 60 calendar
days after such termination of employment. If the Executive’s
employment is terminated due to his death, such amount shall be
paid to the Executive’s beneficiary, as designated on the
attached Exhibit A.
(b) Post-2004 Account . Upon
termination of the Executive’s employment with the Trust
(within the meaning of subparagraph (c)(1) below) for any reason,
the Trust (subject to subparagraph (c)(2) below) shall pay to the
Executive the amount credited to his account on and after
January 1, 2005, plus earnings thereon (the “Post-2004
Account”) in a single sum within 60 calendar days after such
termination of employment. If the Executive’s employment is
terminated due to his death, such amount shall be paid to the
Executive’s beneficiary, as designated on the attached
Exhibit A, within 60 calendar days after the Executive’s
death.
(c) Rules to Effect Compliance
with (or Exemption from) Section 409A of Code
(1) Termination of Employment
. The Executive shall only have incurred a termination of
employment from the Trust for purposes of the Post-2004 Account if
the Executive has separated from service with all entities in the
group of entities under common control with the Trust, within the
meaning of sections 414(b) and 414(c) of the Code (using the phrase
“at least 50 percent” rather than the phrase “at
least 80 percent,” where applicable). The determination of
whether the Executive has had a termination of employment from the
Trust shall be made by the Executive Compensation and Human
Resources Committee of the Board of Trustees of the Trust, applying
the rules
