EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of July 30, 1997, between the
Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the
"Trust") and Ronald Rubin (the "Executive").
BACKGROUND
Pursuant to the Contribution Agreement dated as of even date
herewith (the "Contribution Agreement") among the Trust, PREIT Associates,
L.P. (the "Partnership"), The Rubin Organization, Inc. ("TRO") (to be known as
PREIT-RUBIN as of the Effective Date hereof), The Rubin Organization-Illinois,
Inc. and certain individuals affiliated with TRO, the Partnership is acquiring
on the Effective Date hereof 95% of the equity of TRO. This Agreement is
entered into in anticipation of the closing of the transactions contemplated
by the Contribution Agreement (the "TRO Transactions"). The Effective Date
shall be the date of closing of the TRO Transactions.
The Trust desires to employ Executive as Chief Executive
Officer of the Trust, and Executive desires to be so employed on the terms and
conditions contained in this Agreement.
NOW THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereto agree as follows:
SECTION 1. CAPACITY AND DUTIES
1.1 Employment; Acceptance of Employment. Commencing on the
Effective Date, the Trust employs Executive and Executive accepts employment
by the Trust for the period and upon the terms and conditions hereinafter set
forth.
1.2 Capacity and Duties.
(a) Executive shall be employed by the Trust
generally as its Chief Executive Officer and shall have the duties and authority
consistent with his office. Executive shall report directly to the Board of
Trustees of the Trust (the "Board") or an appropriate Committee of the Board
and, in performing his duties hereunder, he shall be subject to the direction
and control of the Board or an appropriate Committee thereof.
(b) Except as provided in paragraph 1.2(c) hereof,
Executive shall devote his full working time, energy, skill and best efforts to
the performance of his duties hereunder and shall not be employed by or
participate or engage in or be a part of in any manner the management or
operation of any business enterprise or pursuit other than the Trust and its
direct or indirect Affiliates without the prior written consent of the Board,
which consent may be granted or withheld in its sole discretion. For purposes of
this Agreement, "Affiliate" means any person or entity controlling, controlled
by or under common control with either the Trust or TRO. "Control," as used
herein, means the power to direct management and policies of a person or entity
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the term "controlling" and "controlled" shall have
correlative meanings; provided that, any person or entity that owns
beneficially, either directly or through one or more intermediaries, more than
20% of the ownership interests in a specified entity shall be presumed to
control such entity for purposes of the definition of "Affiliate."
(c) Executive may (i) engage in community activities,
including service as a director on the boards of charitable institutions, (ii)
serve on the boards of directors of publicly owned corporations and (iii)
continue his investments in the properties listed on Schedule I hereto (the
"Properties"), provided that:
(A) he shall not devote more than an insignificant
amount of his time to such investments in the aggregate;
(B) his activities described in this Section
1.2(c)(i)-(iii) do not interfere with, detract from or affect the
performance of Executive's duties for the Trust under this Agreement;
and
(C) except for Executive's "Development Activities"
(as defined below) with respect to the Six Penn Center and the PSFS
Building Properties, Executive shall not directly or indirectly
engage in any Development Activities in respect of any of the
Properties or other properties in which he or any of his Affiliates
has an ownership interest, provided, however, that under exceptional
circumstances, Executive may request an exception to this clause (C),
which may be granted subject to conditions, or withheld, in the sole
discretion of the Special Committee of the Board. Executive has
advised that he may have the opportunity of acquiring an ownership
interest in One Meridian Plaza and that TRO would then
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serve as the developer and manager of the office building project. It
is agreed that, so long as the Committee is provided with adequate
information concerning such activities and is reasonably satisfied
that the arrangements are fair and reasonable to the Trust and will
not consume a significant amount of Executive's working time or
energy, the Committee shall grant the exception referred to in the
preceding sentence.
For purposes of this Agreement, "Development Activities" means
activities involved in preparing a property for its intended use, including,
without limitation, planning, construction, design, engineering, financing,
marketing, zoning, remediation, preparation of market or use studies, or other
activities customarily related to the development of property.
(d) Notwithstanding the foregoing, it is understood
that Executive may, on a regular or occasional basis, perform services to one or
more entities in which the Trust has an investment.
SECTION 2. TERM OF EMPLOYMENT
2.1 Term. The initial term of Executive's employment
hereunder shall be five years commencing on the Effective Date and shall
thereafter automatically be renewed from year to year unless and until either
party shall give notice of his or its election to terminate Executive's
employment at least six months prior to the end of the then-current term, in
each case unless earlier terminated as hereinafter provided.
SECTION 3. COMPENSATION
3.1 Basic Compensation.
As compensation for Executive's services
hereunder, the Trust shall pay to Executive a salary at the annual rate of
$345,000 (the "Base Salary"), payable in accordance with the Trust's regular
payroll practices in effect from time to time during the term of Executive's
employment; provided that the Base Salary shall equal or exceed the annual
base salary payable to any person who is an employee of the Trust or of the
Partnership.
3.2 Incentive Compensation. In addition to the Base Salary,
the Trust shall pay Executive additional compensation (the "Incentive
Compensation") for the services to be rendered by Executive pursuant to this
Agreement, with respect to each fiscal year during the term of this Agreement
commencing after December 31, 1997, such amount to be determined according to an
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incentive compensation plan to be adopted prior to the Effective Date. In
approving the incentive plan, the Executive Compensation and Human Resources
Committee of the Board of Trustees of the Trust shall determine that, in its
judgment, the incentive compensation plan is reasonable for the Trust and fair
to Executive.
3.3 Executive Benefits. In addition to the compensation
provided for in Sections 3.1 and 3.2, Executive shall be entitled during the
term of his employment to participate in the Trust's benefit plan(s) listed on
Schedule 3.3 hereof at the Trust's cost, subject to such (i) co-payments and
deductibles as are provided for in such plans and (ii) modifications as shall
be generally applicable to senior executives of the Trust.
3.4 Vacation. Executive shall be entitled to no fewer than
the number of vacation days during each calendar year during the term of his
employment as is provided to other senior officers of the Trust (and, in any
event, at least six weeks), during which time his compensation shall be paid
in full.
3.5 Expense Reimbursement. During the term of his
employment, the Trust shall reimburse Executive for all reasonable expenses
incurred by him in connection with the performance of his duties hereunder in
accordance with its regular reimbursement policies as in effect from time to
time and upon receipt of itemized vouchers therefor and such other supporting
information as the Trust may reasonably require.
3.6 Options. Concurrently with the Effective Date, the Trust
shall grant Executive, pursuant to the Trust's 1997 Stock Option Plan adopted
by the Trust on July 8, 1997 (the "Option Plan"), non-qualified options to
purchase 150,000 shares of beneficial interest of the Trust (the "Shares") at
a cash price per share as provided for under the Option Plan. The shares shall
be exercisable as follows: the first 25% on or after January 1, 1999, the next
25% on or after January 1, 2000, the next 25% on or after January 1, 2001 and
the final 25% on or after January 1, 2002.
SECTION 4. TERMINATION OF EMPLOYMENT
4.1 Death of Executive. Executive's employment hereunder
shall immediately terminate upon his death, upon which the Trust shall not
thereafter be obligated to make any further payments hereunder other than
amounts (including salary, incentive compensation, expense reimbursement,
etc.) accrued as of the date of Executive's death, in accordance with GAAP as
conclusively determined in the absence of manifest error by the auditors of
the Trust.
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4.2 Disability of Executive. If Executive, in the reasonable
opinion of a physician selected by the Board, is or has been unable, for any
reason due to his physical, mental or emotional illness or condition to
perform his duties hereunder for a period of 120 days within five consecutive
months, then the Trust shall have the right to terminate Executive's
employment upon 30 days' prior written notice to Executive at any time during
the continuation of such inability, in which event the Trust shall not
thereafter be obligated to make any further payments hereunder other than
amounts (including salary, bonuses, expense reimbursement, etc.) accrued as of
the date of such termination in accordance with GAAP, as conclusively
determined in the absence of manifest error by the auditors of the Trust.
4.3 Termination for Cause. Executive's employment hereunder
shall terminate immediately upon notice that the Board is terminating
Executive for "cause" (as defined herein), in which event the Trust shall not
thereafter be obligated to make any further payments hereunder other than
amounts (including salary, incentive compensation, expense reimbursement,
etc.) accrued under this Agreement as of the date of such termination, in
accordance with GAAP, as conclusively determined in the absence of manifest
error by the auditors of the Trust. As used herein, "cause" shall mean the
following
(i) fraud, theft or misappropriation or
embezzlement of the assets or funds of the Trust or an Affiliate of the Trust;
(ii) indictment for a crime involving moral
turpitude;
(iii) material breach of Executive's
obligations under this Agreement;
(iv) failure of Executive to perform his
duties to the Trust, which persists for more than twenty (20) days after written
notice or which recurs; or
(v) repeated abuse of alcohol or other
drugs.
4.4 Termination without Cause; Change in Control.
(a) In the event:
(i) Executive's employment is terminated for any
reason other than Cause, death or disability then, unless (ii) below shall be
applicable as a result of voluntary termination by the Executive or
termination by the Trust other than for disability of Cause, the Trust shall
pay Executive, in a single
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lump sum, all of the consideration provided for in Section 3.1 during the
remainder of the then-current term of Executive's employment discounted to
present value at the prime rate of interest in effect on the date of such
termination, as reported in The Wall Street Journal and any amounts due under
Section 3.2 for the period of his employment and the Trust shall pay for the
continuation of Executive's health benefits (or comparable benefits) during
the remainder of the then-current term of Executive's employment unless health
benefits shall be available to Executive from a new employer; or
(ii) of voluntary termination by the
Executive within sixty (60) days following a Change in Control (as defined
herein) or by the Trust other than for Cause or disability at any time following
a Change of Control, the Trust shall pay Executive up to three times the annual
Base Salary and Incentive Compensation provided for in Sections 3.1 and 3.2,
respectively, but in no event more than 2.99 times the "base amount" as defined
in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), reduced by the present value of non-cash payments determined under
Section 280G(b)(2)(A)(ii) of the Code and the regulations promulgated thereunder
or successor provisions of similar import. The determination by the auditors of
the Trust as to any amounts due Executive pursuant to this Section 4.4(a)(ii)
shall be conclusive in the absence of manifest error.
Upon making the payments described in this Section 4.4(a),
Company shall have no further obligation to Executive hereunder.
(b) As used in this Section 4.4, a "Change in
Control" of the Trust means:
(i) the acquisition by any person, entity or
group required to file a Schedule 13D or Schedule 14D-1 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this
purpose, the Trust, its affiliates, any employee benefit plan (or related trust)
of the Trust or its affiliates which acquires beneficial ownership of voting
securities of the Trust) or any acquisition by any person entitled to file Form
13G under the Exchange Act with respect to such acquisition of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 51% or more of either the then outstanding shares of beneficial interest or
the combined voting power of the Trust's then outstanding voting securities
entitled to vote generally in the election of trustees (the "Outstanding
Shares"); or
(ii) the election or appointment to the
Board, or resignation of or removal from the Board by virtue of which the
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Continuing Trustees (as defined below) no longer constitute at least a majority
of the Board of Trustees; or
(iii) approval by the shareholders of the
Trust of: (A) a reorganization, merger or consolidation, or (B) a liquidation or
dissolution of the Trust or the sale, transfer, lease or other disposition of
all or substantially all of the assets of the Trust, whether such assets are
held directly or indirectly, (the events referred to in this Section
4.4(b)(iii)(A) and (B) being referred to hereafter as a "Business Combination")
unless, following such Business Combination, (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Shares immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 51% of, respectively, the then outstanding shares of
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of trustees, as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transactions owns the Trust or
all or substantially all of the Trust's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Shares, (y) no
person, excluding any employee benefit plan (or related trust) of the Trust or
such entity resulting from such Business Combination, beneficially owns,
directly or indirectly, 49% or more of, respectively, the then outstanding
shares of stock of the entity resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such entity
except to the extent that such ownership existed prior to the Business
Combination and (z) at least a majority of the members of the board of trustees
or directors of the entity resulting from such Business Combination were
Continuing Trustees at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or
(iv) a change in control of the Trust that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, as in effect on the date
hereof, whether or not the Trust is then subject to such reporting requirements.
As used in this Section 4.4, the terms "person" and
"beneficial owner" have the same meanings as such terms under Section 13(d) of
the Securities Exchange Act of 1934 and the rules and regulations thereunder.
As used herein, "Continuing Trustees" means those trustees duly elected prior
to the time that any person, entity or group of associated persons acting in
concert has acquired beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of 50% or more
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of the then outstanding shares of capital stock of the Trust entitled to vote
for the election of trustees of the Trust, and those trustees who were
recommended to succeed Continuing Trustees by a majority of Continuing
Trustees including but not limited to the trustees designated by TRO who are
elected by the Continuing Trustees in connection with the TRO Transactions.
4.5 Voluntary Termination. In the event Executive's
employment is voluntarily terminated by Executive, Company shall not be
obligated to make any further payments hereunder other than amounts (including
salary, incentive compensation, expense reimbursement, etc.) accrued as of the
date of Executive's termination, in accordance with GAAP, as conclusively
determined in the absence of manifest error by the auditors of the Trust. Upon
making the payments described in this Section 4.5, the Trust shall have no
further obligation to Executive hereunder.
SECTION 5. RESTRICTIVE COVENANTS
5.1 Confidentiality. Executive acknowledges a duty of
confidentiality owed to the Trust and shall not, directly or indirectly, at
any time during or after his employment by the Trust, retain in writing, use,
divulge, furnish, or make accessible to anyone, without the express
authorization of the Board, any trade secret, private or confidential
information or knowledge of the Trust or any of its affiliates obtained or
acquired by him while employed by the Trust and TRO. All computer software,
books, records, and files and know-how generated or acquired while an employee
of the Trust or TRO, are acknowledged to be the property of the Trust and
shall not be duplicated, removed from the Trust's possession or made use of
other than in pursuit of the Trust's or its affiliates' businesses and, upon
termination of employment for any reason, Executive shall deliver to the
Trust, without further demand, all copies thereof which are then in his
possession or under his control. The provisions of this Section 5.1 shall not
apply to information which (i) is or becomes generally available to the public
other than as a result of disclosure by Executive, (ii) was available to
Executive on a non-confidential basis prior to its disclosure to Executive,
(iii) becomes available to Executive on a non-confidential basis from a source
other than the Trust or its affiliates, or (iv) is required to be disclosed by
law or by order of a court or governmental authority.
5.2 Noncompetition. During the term of Executive's
employment and for one year after termination of Executive's employment for
Cause, Executive shall not directly or indirectly: (a) engage, anywhere within
twenty-five (25) miles of any property in which the Trust or an Affiliate of
the Trust has a direct or indirect ownership interest (the "Trust
Properties"),
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(i) in the acquisition or development of any apartment properties or shopping
centers in competition with any apartment properties or shopping centers which
at any time during the term of Executive's employment the Trust or an
Affiliate has had an ownership interest or (ii) in the management or leasing
of any property in competition with the Trust Properties; or (b) be or become
a stockholder, partner, owner, officer, director or employee or agent of, or a
consultant to or give financial or other assistance to, any person or entity
considering engaging in any such activities or so engaged; provided, however,
that nothing herein shall prohibit the Executive and his affiliates from (i)
owning, as passive investors, in the aggregate not more than 2% of the
outstanding publicly traded stock of any corporation so engaged; or (ii)
acquiring or developing any properties not in competition with the Trust or
any affiliate thereof, subject to Sections 1.2(b) and (c) hereof. The duration
of the Executive's covenants set forth in this Section 5.2 shall be extended
by a period of time equal to the number of days, if any, during which the
Executive is in violation of the provisions hereof.
5.3 Injunctive and Other Relief.
(a) Executive acknowledges that the covenants
contained in Sections 5 and 6.3 herein are fair and reasonable in light of the
consideration paid hereunder and to protect investments under the Contribution
Agreement, and damages alone shall not be an adequate remedy for any breach by
Executive of his covenants contained herein and accordingly, in addition to any
other remedies which the Trust may have, the Trust shall be entitled to
injunctive relief in any court of competent jurisdiction for any breach or
threatened breach of any such covenants by Executive. Nothing contained herein
shall prevent or delay the Trust from seeking, in any court of competent
jurisdiction, specific performance or other equitable remedies in the event of
any breach or intended breach by Executive of any of its obligations hereunder.
(b) In addition to such equitable relief, the Trust
shall be entitled to monetary damages for any breach in an amount deemed
reasonable to cover all actual and consequential losses, plus all monies
received by Executive as a result of said breach and all costs and attorneys'
fees incurred by the Trust in enforcing this Agreement.
SECTION 6. MISCELLANEOUS
6.1 Arbitration.
(a) All disputes arising out of or relating to this
Agreement which cannot be settled by the parties shall be
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settled by arbitration in Philadelphia, Pennsylvania, pursuant to the rules
and regulations then obtaining of the American Arbitration Association;
provided that nothing herein shall preclude the Trust from seeking, in any
court of competent jurisdiction, damages, specific performance or other
equitable remedies in the case of any breach or threatened breach by Executive
of Sections 5 or 6.3 hereof. The decision of the arbitrators shall be final
and binding upon the parties, and judgment upon such decision may be entered
in any court of competent jurisdiction.
(b) Discovery shall be allowed pursuant to the
intendment of the United States Federal Rules of Civil Procedure and as the
arbitrators determine appropriate under the circumstances.
(c) The arbitration tribunal shall be formed of three
(3) arbitrators, one to be appointed by each party, and the third to be
appointed by the first two arbitrators. Such arbitrators shall be required to
apply the contractual provisions hereof in deciding any matter submitted to them
and shall not have any authority, by reason of this Agreement or otherwise, to
render a decision that is contrary to the mutual intent of the parties as set
forth in this Agreement.
6.2 Prior Employment. Executive represents and warrants
that, on the date hereof, he is not a party to any other employment,
non-competition, joint venture, partnership or other agreement or restriction
that could interfere with his employment with the Trust or his or the Trust's
rights and obligations hereunder; and that his acceptance of employment with
the Trust and the performance of his duties hereunder will not breach the
provisions of any contract, agreement, or understanding to which he is party
or any duty owed by him to any other person. Executive warrants and covenants
that he will not hereafter become a party to or be bound by any such
conflicting agreement.
6.3 Trust Employees. During the term of Executive's
employment and for two years thereafter, Executive shall not directly or
indirectly solicit or contact any person who is employed by the Trust or the
Partnership or any Affiliate of either thereof with a view to the engagement
or employment of such person by any person or entity or otherwise interfere
with the employment relationship of any employee of the Trust, the Partnership
or of any Affiliate of either thereof.
6.4 Indemnification. During the term of this Agreement, the
Trust shall indemnify and defend Executive against all claims arising out of
Executive's activities as an officer or employee of the Trust to the fullest
extent permitted under the Trust's Trust Agreement, provided that the Trust
shall not
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indemnify Executive for any claims in connection with liabilities arising
under the Contribution Agreement or any document contemplated therein. In
addition to the foregoing, Executive shall, upon reasonable notice, furnish
such information and proper assistance to the Trust as may reasonably be
required by the Trust in connection with any litigation in which it or its
affiliates are, or may become, parties.
6.5 Key Man Life Insurance. Prior to or after the Effective
Date, the Trust shall have the right at its expense to purchase insurance on
the life of Executive, in such amounts as it shall from time to time
determine, of which the Trust or a nominee of the Trust shall be the
beneficiary. Executive shall submit to such physical examinations as may be
required, and shall otherwise cooperate with the Trust, in connection with the
Trust obtaining such insurance.
6.6 Severability. The invalidity or unenforceability of any
particular provision or part of any provision of this Agreement shall not
affect the other provisions or parts hereof. If any provision hereof is
determined to be invalid or unenforce-able by a court of competent
jurisdiction by reason of the duration or geographical scope of the covenants
contained therein, such duration or geographical scope, or both, shall be
considered to be reduced to a duration or geographical scope to the extent
necessary to cure such invalidity.
6.7 Assignment. This Agreement shall not be assignable by
Executive, and shall be assignable by the Trust only to any person or entity
which may become a successor in interest (by purchase of assets or shares, or
by merger, or otherwise) to the Trust in the business or a portion of the
business presently operated by it or to an affiliate controlled by the Trust.
Subject to the foregoing, this Agreement and the rights and obligations set
forth herein shall inure to the benefit of, and be binding upon, the parties
hereto and each of their respective permitted successors, assigns, heirs,
executors and administrators.
6.8 Notices. All notices hereunder shall be in writing and
shall be sufficiently given if hand-delivered, sent by documented overnight
delivery service or registered or certified mail, postage prepaid, return
receipt requested or by telegram, fax or telecopy (confirmed by U.S. mail),
receipt acknowledged, addressed as set forth below or to such other person
and/or at such other address as may be furnished in writing by any party
hereto to the other. Any such notice shall be deemed to have been given as of
the date received, in the case of personal delivery, or on the date shown on
the receipt or confirmation therefor, in all other cases. Any and all service
of process and any other notice in any action, suit or proceeding
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shall be effective against any party if given as provided in this Agreement;
provided that nothing herein shall be deemed to affect the right of any party
to serve process in any other manner permitted by law.
(a) If to the Trust:
Pennsylvania Real Estate Investment Trust
455 Pennsylvania Avenue, Suite 135
Fort Washington, PA 19034
Tel: (215) 542-4180
Fax: (215) 542-9179
Attention: Special Committee of the Board of
Trustees
With a copy to:
Drinker Biddle & Reath LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Tel: (215) 988-2794
Fax: (215) 988-2757
Attention: Howard A. Blum, Esq.
(b) If to Executive:
Ronald Rubin
200 South Broad Street, 3rd Floor
Philadelphia, PA 19102
With a copy to:
Klehr, Harrison, Harvey, Branzburg & Ellers, LLP
1401 Walnut Street
Philadelphia, PA 19102
Tel: (215) 569-6060
Fax: (215) 568-6603
Attn: Leonard H. Klehr, Esq.
6.9 Entire Agreement and Modification. This Agreement
constitutes the entire agreement between the parties hereto with respect to
the matters contemplated herein and supersedes all prior agreements and
understandings with respect thereto. Any amendment, modification, or waiver of
this Agreement shall not be effective unless in writing. Neither the failure
nor any delay on the part of any party to exercise any right, remedy, power or
privilege hereunder shall operate as a waiver thereof, nor shall
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any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise of the same or of any other right,
remedy, power, or privilege with respect to any occurrence or be construed as
a waiver of any right, remedy, power, or privilege with respect to any other
occurrence.
6.10 Governing Law. This Agreement is made pursuant to, and
shall be construed and enforced in accordance with, the internal laws of the
Commonwealth of Pennsylvania (and United States federal law, to the extent
applicable), without giving effect to otherwise applicable principles of
conflicts of law.
6.11 Headings; Counterparts. The headings of paragraphs in
this Agreement are for convenience only and shall not affect its interpretation.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which, when taken together, shall be
deemed to constitute but one and the same Agreement.
6.12 Delegation. Any action hereunder that may be taken or
directed by the Board may be delegated by the Board to a Committee consisting
entirely or principally of trustees or officers or to an individual trustee or
officer and the determination of such Committee or individual shall have the
same effect hereunder as a determination of the Board.
6.13 Trust Assets. Executive acknowledges that no trustee,
officer or shareholder of the Trust is liable to Executive in respect of the
payments or other matters set forth herein and that Executive shall look only to
the income and assets of the Trust in respect hereof.
6.14 Effective Date. This Agreement shall take effect on the
Effective Date. If the Contribution Agreement shall be terminated prior to the
Effective Date, this Agreement shall have no force or effect and neither the
Trust nor Executive shall have any liability to the other by reason of the
provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By: /s/ Jonathan B. Weller
--------------------------
Name:
Title:
/s/ Ronald Rubin
---------------------------
Ronald Rubin
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