PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
2003 EQUITY INCENTIVE PLAN
RESTRICTED SHARE AWARD AGREEMENT
[MODEL FOR KEY EMPLOYEES]
This RESTRICTED SHARE AWARD AGREEMENT (the "Award Agreement"),
dated as of the ____ day of __________________, 200_ (the "Award Date"), is
between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust
(the "Trust"), and ___________________ (the "Grantee"), a "Key Employee," as
defined in the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive
Plan (the "Plan").
WHEREAS, the Trust desires to award the Grantee shares of
beneficial interest in the Trust ("Shares") subject to certain restrictions as
hereinafter provided, in accordance with the provisions of the Plan, a copy of
which is attached hereto (if not previously provided to the Grantee);
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:
1. Award of Restricted Shares. The Trust hereby awards to the
Grantee as of the Award Date _____ Shares subject to the restrictions set forth
in Paragraph 2 ("Restricted Shares"). This grant is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects to the terms
and conditions of the Plan now in effect and as it may be amended from time to
time (but only to the extent that such amendments apply to outstanding grants of
Restricted Shares). Such terms and conditions are incorporated herein by
reference, made a part hereof, and shall control in the event of any conflict
with any other terms of this Award Agreement.
2. Vesting
(a) Regular Vesting. The Grantee shall have the right to
sell, assign, transfer, pledge, or otherwise encumber or dispose of the
following number of Restricted Shares on and after the following dates:
Date Restricted Shares
----------------------
Become Vested Number of Restricted Shares
------------- ---------------------------
________________________ ____ Restricted Shares
________________________ an additional ____ Restricted Shares
________________________ an additional ____ Restricted Shares
________________________ an additional ____ Restricted Shares
________________________ an additional ____ Restricted Shares
The Committee may at any time accelerate the time at which the restrictions on
all or any part of the Restricted Shares will lapse.
(b) Accelerated Vesting Upon Change in Control. All
unvested Restricted Shares awarded to the Grantee shall become fully vested upon
a "Change in Control" as defined in Section 2 of the Plan.
3. Share Certificate; Restrictions. Certificates for
Restricted Shares shall be registered in the Grantee's name (or, if the Grantee
so requests, in the name of the Grantee and the Grantee's spouse, jointly with
right of survivorship). With respect to Restricted Shares in which the Grantee
is not vested on the Award Date, the Grantee shall, immediately upon receipt
thereof, deposit all certificates for such unvested Restricted Shares together
with a stock power executed in favor of the Trust, with the Trust. Certificates
for such unvested Restricted Shares shall be held by the Trust until the Grantee
becomes vested in such Restricted Shares. The certificates may include a legend
setting forth the restrictions on transfer.
4. Voting and Dividend Rights. The Grantee shall have voting
rights on non-vested Restricted Shares and receive as compensation (subject to
the withholding of applicable taxes) an amount equal to the dividends that
otherwise would have been payable to the Grantee had the Grantee been vested in
such Restricted Shares on the date of their original issuance.
5. Termination of Service. If the Grantee's service with the
Trust and all of its "Subsidiary Entities" (as defined in the Plan) is
terminated for any reason (including death or "Disability" (as defined in the
Plan)), all unvested Restricted Shares held by the Grantee at the time of
termination of service shall be transferred to the Trust pursuant to the stock
power described in Paragraph 3 without any further action by the Grantee.
6. Notice of Tax Election. If the Grantee makes an election
under section 83(b) of the Internal Revenue Code of 1986, as amended (the
"Code"), for the immediate recognition of income attributable to the award of
Restricted Shares, the Grantee shall inform the Trust in writing of such
election within 10 days of the filing of such election. The amount includible in
the Grantee's income as result of an election under section 83(b) of the Code
shall be subject to applicable federal, state and local tax withholding
requirements and to such additional withholding rules (the "Withholding Rules")
as shall be adopted by the Committee.
7. Transferability. The Grantee may not assign or transfer, in
whole or in part, Restricted Shares subject to the Award Agreement in which the
Grantee is not vested.
8. Withholding of Taxes. The obligation of the Trust to
deliver Shares upon the vesting of Restricted Shares shall be subject to
applicable federal, state and local tax withholding requirements. [IF THE
COMMITTEE DESIRES TO PERMIT THE GRANTEE TO SATISFY THE WITHHOLDING REQUIREMENTS
THROUGH THE USE OF SHARES, THE FOLLOWING BRACKETED PROVISIONS SHOULD BE
INSERTED.] [If the amount includible in the Grantee's income as a result of the
vesting of Restricted Shares is subject to the withholding requirements of
applicable federal tax law, the Grantee, subject to the provisions of the Plan
and the Withholding Rules, may satisfy the withholding tax, in whole or in part,
by electing to have the Trust withhold Shares (or by returning Shares to the
Trust). Such Shares shall be valued, for this purpose, at their "Fair Market
Value" (as defined in Section 2 of the Plan) on the date the amount attributable
to the vesting of the Restricted Shares is includible in income by the Grantee
- 2 -
under section 83 of the Code. Such election must be made in compliance with and
subject to the Withholding Rules, and the Trust may not withhold Shares in
excess of that number necessary to satisfy the minimum federal income tax
withholding requirement. The Grantee may elect to have the Trust withhold Shares
for this purpose by checking the appropriate box below:
I [_] DO [_] DO NOT elect at this time to have the Trust withhold the
number of Shares necessary to satisfy the minimum federal income tax withholding
requirement at the time(s) I become vested in the Restricted Shares subject to
this Award Agreement. This election may be changed upon at least 10 business
days' written notice to the Trust before a vesting date.]
9. Governing Law. This Award Agreement shall be construed in
accordance with, and its interpretation shall be governed by, applicable Federal
law and otherwise by the laws of the Commonwealth of Pennsylvania (without
reference to the principles of conflicts of laws).
IN WITNESS WHEREOF, the Trust has caused this Award Agreement
to be duly executed by its duly authorized officer and the Grantee has hereunto
set his hand and seal, all as of the day and year first above written.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By:________________________
___________________________
Grantee
- 3 -