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[TO BE USED WITH GRANTEES WITH 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 defined in accordance with
the Program) prior to January 1, 2009,
within 30 days of the end of the
"Measurement Period" (as defined in the
Program) (the "Delivery Date"). This
Award Agreement is in all respects limited
and conditioned as hereinafter
provided, and is subje
