PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
RESTRICTED SHARE PLAN
FOR NON-EMPLOYEE TRUSTEES
RESTRICTED SHARE AGREEMENT
This RESTRICTED SHARE AGREEMENT (the "Agreement"), dated as of
the ___ day of ___________, 200_ (the "Grant Date"), is between Pennsylvania
Real Estate Investment Trust, a Pennsylvania business trust (the "Trust"), and
________________ (the "Grantee"), a non-employee Trustee of the Trust.
WHEREAS, the Trust desires to grant the Grantee shares of
beneficial interest in the Trust ("Shares") subject to certain restrictions as
hereinafter provided, in accordance with the provisions of the Pennsylvania Real
Estate Investment Trust Restricted Share Plan for Non-Employee Trustees (the
"Plan"), a copy of which has been 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. Grant of Restricted Shares. The Trust hereby grants to the
Grantee ______ Shares subject to the restrictions set forth in Paragraph 2
("Restricted Shares"). The 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 Agreement.
2. 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 That Vest
------------- -------------------------------------
_______________ ___ Restricted Shares
_______________ an additional ___ Restricted Shares
_______________ an additional ___ Restricted Shares
The Board of Trustees (the "Board") may at any time accelerate the time at which
the restrictions on all or any part of the Restricted Shares will lapse.
3. Stock 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). The Grantee shall, immediately upon receipt of the
Restricted Shares granted to him pursuant to this Agreement, deposit all
certificates for such Restricted Shares together with a stock power executed in
favor of the Trust, with the Trust. Certificates for such 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. Dividends; Rights as Shareholder in Restricted Shares. The
Grantee shall be entitled to receive dividends on all vested and unvested
Restricted Shares. In addition, the Grantee shall have the right to vote all
vested and unvested Restricted Shares.
5. Grants Received for Investment. Unless the Trust has
theretofore notified the Grantee that a registration statement covering the
Restricted Shares granted under this Agreement has become effective under the
Securities Act of 1933, as amended, and the Trust has not thereafter notified
the Grantee that such registration statement is no longer effective, it shall be
a condition to any grant that the Restricted Shares acquired upon such grant be
acquired for investment and not with a view to distribution, and by executing
this Agreement the Grantee hereby certifies such investment intent. The Trust
shall be entitled to restrict the transferability of the Restricted Shares
issued upon any such grant to the extent necessary to avoid a risk of violation
of the Securities Act of 1933, as amended (or of any rules or regulations
promulgated thereunder), or of any state laws or regulations. Such restrictions
may, in the discretion of the Trust, be noted or set forth in full on the
Restricted Share certificates.
6. Termination of Board Membership. If the Grantee ceases to
be a Trustee for any reason (including death or disability), all unvested
Restricted Shares held by the Grantee at the time of termination of Board
membership shall be transferred to the Trust pursuant to the stock power without
any further action by the Grantee.
7. Notice of Tax Election. If the Grantee makes an election
under section 83(b) of the Internal Revenue Code of 1986, as amended, for the
immediate recognition of income attributable to the grant of Restricted Shares,
the Grantee shall inform the Trust in writing of such election within 10 days of
the filing of such election.
8. Transferability. The Grantee may not assign or transfer, in
whole or in part, Restricted Shares subject to the Agreement in which the
Grantee is not vested.
9. Governing Law. This 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).
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IN WITNESS WHEREOF, the Trust has caused this 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:______________________________
Ronald Rubin, Chairman and
Chief Executive Officer
______________________________
Grantee
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