EXHIBIT 10.1
AMENDMENT NO. 1
TO
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
2002-2004 LONG-TERM INCENTIVE PLAN
(Effective as of January 1, 2002)
WHEREAS, Pennsylvania Real Estate Investment Trust (the "Trust") and
PREIT Services, LLC (the "Company") established the Pennsylvania Real Estate
Investment Trust 2002-2004 Long-Term Incentive Plan (the "Plan") in March 2002
for the benefit of certain officers of the Trust and the Company;
WHEREAS, the trustees of the Trust have the right under Section 15 of
the Plan, with certain applicable exceptions, to amend the Plan by written
resolution at any time;
WHEREAS, Section 3(b) of the Plan requires the Executive Compensation
and Human Resources Committee (the "Committee") of the Board of Trustees to name
"Participants" and make grants of "Performance Units" under the Plan on or
before December 31, 2002; and
WHEREAS, the Trust desires to amend the Plan to permit the Committee to
name additional Participants and to award additional Performance Units for six
months in 2003;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Effective January 1, 2003, subsection (b) of Section 3 ("Awards") of
the Plan is amended to read as follows:
(b) Performance Units. A total of 4.95 million Performance Units are
authorized for issuance under the Plan. Each Participant listed in Appendix C
attached hereto shall be granted the number of Performance Units that equals the
value of the Performance Unit Award set forth next to his name in such Appendix.
Each other Participant (if any) designated by the Committee on or before June
30, 2003, shall be granted a number of Performance Units determined by the
Committee, also on or before June 30, 2003, in its sole discretion.
2. Effective June 30, 2003, Appendix C of the Plan is amended by the
addition of Bruce Goldman and Leonard Shore as recipients of 100,000 Performance
Units each.
IN WITNESS WHEREOF, the Pennsylvania Real Estate Investment Trust has
caused these presents to be duly executed this 30th day of June 2003.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: Jonathan B. Weller
--------------------------------
President and Chief Operating Officer
APPENDIX C
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
2002-2004 LONG-TERM INCENTIVE PLAN
PARTICIPANTS AND AWARDS
-----------------------
Number of Value of
Value of Restricted Restricted Performance
Name Title Share Award Shares(1) Unit Award
- ---- ----- ------------------- ---------- -----------
R. Rubin CEO $600,000 25,952 $1,200,000
J. Weller President/COO $450,000 19,464 $ 900,000
G. Rubin President/PSLLC & PRI $330,000 14,273 $ 700,000
J. Coradino EVP/Retail $315,000 13,625 $ 600,000
D. Grayson EVP/Development $300,000 12,976 $ 550,000
J. Linn EVP/Acquisitions Secretary $150,000 6,488 $ 300,000
B. Goldman EVP/General Counsel N/A N/A $ 100,000
L. Shore EVP/Special Projects N/A N/A $ 100,000
- ----------
(1) This number of Restricted Shares was calculated by dividing the value of
the Participant's Restricted Share Award by the average closing price
(rounded to two decimal places; so that the $23.115 average was rounded to
$23.12) of a Share during the 20 trading days preceding February 15, 2002.
The number of Restricted Shares so calculated was then rounded to the
nearest whole Restricted Share; so that, for example, 14,273.356 Restricted
Shares were rounded to 14,273 Restricted Shares.