Exhibit 10.75
NONQUALIFIED SUPPLEMENTAL
EXECUTIVE RETIREMENT
AGREEMENT
(Effective January 1, 2009)
THIS AGREEMENT,
dated as of the 30th day of
December, 2008, is between PREIT Services, LLC, a Delaware limited
liability company (the “Company”), and Timothy R. Rubin
(the “Executive”), an officer of the
Company.
WHEREAS , the Trust and the Executive entered into an
Employment Agreement, effective as of January 1, 2007, which
required the Company to enter into a nonqualified supplemental
executive retirement plan with the Executive;
WHEREAS, the Company desires to enter into the
nonqualified supplemental executive retirement plan as hereinafter
provided, in accordance with the terms of the amended and restated
Employment Agreement entered into by the Company and the Executive
in December 2008;
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 Company 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) In general, upon termination of
the Executive’s employment with the Company (within the
meaning of subparagraph (b)(1) below) for any reason, the Company
(subject to subparagraph (b)(2) below) shall pay to the Executive
the amount credited to his account, plus earnings thereon 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.
(b) 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 Company if the Executive has separated from
service with all entities in the group of entities under common
control with the Company, within the meaning of sections 414(b) and
414(c) of the Internal Revenue Code of 1986, as amended (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 Company
shall be made by the Executive Compensation and Human Resources
Committee of the Board of Trustees of the Pennsylvania Real Estate
Investment Trust, applying the rules set forth in Treas. Reg.
§1.409A-1(h) and any amendment thereof or successor
thereto.
(2) Required Delay for Some
Payments . Notwithstanding the payment date set forth in
subparagraph (a) above, if the Executive is a “specified
employee,” as defined in Treas. Reg. §1.409A-1(i) and
any amendment thereof or successor thereto, on the date his
termination of employment from the Company occurs, his account will
not be paid to him under subparagraph (a) above during the
first six months after his termination of employment, and will
instead be paid to him on the first business day of the seventh
calendar month following the calendar month of such termination of
employment.
4. Section 409A
Compliance . This Agreement is intended to comply with the
requirements of section 409A of the Code and the final regulations
issued thereunder and shall be construed and interpreted in
accordance therewith in order to avoid the imposition of additional
tax hereunder.
5. Agreement Unfunded . This
Agreement shall be unfunded and th
