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[TO BE USED WITH GRANTEES WITHOUT AN EMPLOYMENT CONTRACT]
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
2003 EQUITY INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
ISSUED UNDER THE
2005-2008 OUTPERFORMANCE PROGRAM
This PERFORMANCE SHARE AWARD AGREEMENT (the "Award
Agreement"), dated as of the ____ day of __________, 2005, is
between
Pennsylvania Real Estate Investment Trust, a Pennsylvania
business trust (the
"Trust"), and ______________________ (the "Grantee"), a "Key
Employee" under the
Pennsylvania Real Estate Investment Trust 2003 Equity Incentive
Plan (the
"Plan").
WHEREAS, the Plan provides for the award of "Performance
Shares" (as defined in the Plan) to participants following the
attainment of a
designated corporate performance goal(s);
WHEREAS, the Trust's Executive Compensation and Human
Resources Committee (the "Committee") established the
Pennsylvania Real Estate
Investment Trust 2005-2008 Outperformance Program (the
"Program") under the Plan
for specified Key Employees under the Plan;
WHEREAS, the Program designates a corporate performance goal
that must be attained in order for participants in the Program
to receive an
award of the opportunity to earn Performance Shares under the
Plan;
WHEREAS, the Grantee may defer delivery of his or her
Performance Shares (if earned) until a later date, and if so
deferred, the
Grantee will be awarded dividend equivalent rights ("DERs," as
defined under the
Plan) with respect to such Performance Shares;
WHEREAS, such DERs will be expressed as a dollar amount,
which
will be applied to "purchase" notional shares of the Trust (on
which DERs will
also be awarded) and will be settled in actual shares of the
Trust (and in cash
to the extent the Grantee's account holds a fractional notional
share); and
WHEREAS, the Grantee is one of the specified participants in
the Program, a copy of which is attached hereto;
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the legal
sufficiency of which is hereby acknowledged, the parties hereto,
intending to be
legally bound hereby, agree as follows:
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1. Potential Award of Performance Shares
(a) The Grantee's percentage interest in the "Bonus Pool"
(as
defined under the Program) is __%.
(b) The Trust hereby promises to deliver to the Grantee the
number of Performance Shares that Grantee becomes entitled to
under Section 4 of
the Program (if any). Unless the Grantee elects to make a
deferral election
pursuant to Section 4(e) of the Program, in which case
Performance Shares will
be delivered in accordance with such election, the Performance
Shares shall be
delivered on, or as soon as administratively practicable after,
February 15,
2009, or in the event of a "Change in Control" (as de
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