Exhibit 10.67
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
SUPPLEMENTAL RETIREMENT PLAN FOR
JEFFREY A. LINN
PARTICIPATION
AGREEMENT
(As Amended and Restated
Effective January 1, 2009)
This amended and restated
PARTICIPATION AGREEMENT (the “Agreement”) is made and
entered into as of the 30th day of December, 2008 by and between
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the
“Company”) and JEFFREY A. LINN
(“Employee”).
W I T N E S
S E T H :
WHEREAS, in order to retain
Employee’s continued services, the Company has agreed to
provide Employee with certain supplemental retirement
benefits;
WHEREAS, in order to continue to
provide such supplemental retirement benefits in compliance with
Section 409A of the Internal Revenue Code of 1986, as amended,
the Company has amended and restated the Pennsylvania Real Estate
Investment Trust Supplemental Retirement Plan for Jeffrey A. Linn,
effective January 1, 2009, a copy of which is attached hereto
as Exhibit “A” (the “Plan”); and
WHEREAS, although the original
Participation Agreement provided that Employee’s payment
elections were irrevocable, such elections would result in adverse
tax consequences under such Section 409A; therefore, such
elections need to be changed to the extent necessary to comply with
such Section 409A with respect to the portion of
Employee’s benefits that accrue after 2004 (and earnings and
losses thereon);
NOW, THEREFORE, in consideration of
the above premises and other valuable consideration the receipt and
sufficiency of which is acknowledged by the parties hereto, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1. Participant . Employee is
hereby designated as the Participant in the Plan, and Employee
shall continue as the Participant in the Plan in accordance with
its terms.
2. Incorporation of the Plan
. The Plan, including any future amendments, is hereby incorporated
into and made a part of this Agreement as though set forth in full
herein. The parties shall be bound by, and have the benefit of,
each and every provision of the Plan. Employee consents to the
amendment and restatement of the Plan, effective January 1,
2009.
3. Information Regarding
Employee . Employee represents that he was born on
December 13, 1948.
4. Entire Agreement . This
Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements or proposals with regards to the
pension plan benefits to be provided to Employee by the Company. No
rights are granted to Employee by virtue of this Agreement other
than those specifically set forth in the Plan.
5. Beneficiaries .
Employee’s primary beneficiary shall continue to be Deanna
M.
