FORM EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of July 30, 1997, between the
Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the
"Trust"), and Edward Glickman (the "Executive").
BACKGROUND
Pursuant to the Contribution Agreement dated 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, Inc. as of the Effective Date), The Rubin Organization-Illinois,
Inc. and certain individuals affiliated with TRO, the Partnership is acquiring
on the Effective Date 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 Financial
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 Financial Officer and, subject to the supervision and
control of the Chief Executive Officer of the Trust (the "CEO"), shall have the
duties and authority consistent with his office and as may from time to time be
specified by the CEO so long as such duties are consistent with his office.
Executive shall report directly to the CEO in performing his duties hereunder.
(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 continue his investments in the
properties listed on Schedule 1 hereto and, subject to the provisions of Section
5.2 hereof, subsequent properties (the "Properties") provided that Executive's
activities with respect to such subsequent properties comply with the procedures
adopted by the Board of Trustees governing Executive's non-trust related real
estate activities (the "Procedures") and further provided that:
(A) he shall not devote more than an insignificant
amount of his time to such investments in the aggregate; and
(B) his activities in respect to the Properties do
not interfere with, detract from or affect the performance of
Executive's duties for the Trust under this Agreement.
Notwithstanding the foregoing, it is understood that
Executive may, on a regular or occasional basis, perform services for 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 two years commencing on the Effective Date and shall thereafter
automatically be renewed for additional two year periods 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.
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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 $230,000 (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.
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 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 generally to other senior officers of the Trust,
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
50,000 shares of beneficial interest of the Trust (the "Shares") at a cash price
per share as provided for under the Option Plan. Such incentive plan shall
provide a reasonable opportunity for Executive to earn Incentive Compensation
consistent with industry
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norms for senior executives of real estate investment trusts, the terms and
conditions of the Letter of Intent by and between the Trust and TRO dated as
of April 16, 1997 and the objectives of the Trust as determined in good faith
by the Board and the Compensation Committee of the Board. 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.
4.2 Disability of Executive. If Executive, in the reasonable
opinion of a physician selected by the Trust, 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 Trust 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;
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(ii) indictment for a crime involving moral
turpitude;
(iii) breach of Executive's obligations
under Sections 5, 6.2 and 6.3 of 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 abuse of
other drugs.
4.4 Termination without Cause; Change in Control.
(a) In the event that:
(i) Executive's employment is terminated for
any reason other than Cause or the death or disability of Executive, then,
unless (ii) below shall be applicable as a result of voluntary termination by
the Executive or by the Trust other than for disability or for Cause, the Trust
shall pay Executive, in a single lump sum, all of the consideration provided for
in Section 3.1 during the remainder of the then-current term (including any
automatic renewal term pursuant to Section 2.1 hereof) 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; or
(ii) in the event that Executive's
employment is terminated for any reason other than Cause or the death or
disability of Executive or Executive voluntarily terminates his employment for
Good Reason (as defined herein) following a Change in Control (as defined
herein), the Trust shall pay Executive up to two times the annual Base Salary
provided for in Section 3.1 and the targeted annual Incentive Compensation to be
provided for pursuant to Section 3.2, 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.
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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, the term "Good
Reason" shall mean a material breach of the Trust's obligations under this
Agreement, provided that the Trust has not remedied such breach after notice and
a reasonable opportunity to cure or the involuntary change of Executive's
principal office to a location more than 30 miles from its location immediately
prior to such change.
(c) As used in this Section 4.4, a "Change in
Control" 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
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
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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.
(d) In the event that the Trust elects not to renew
this Agreement pursuant to Section 2.1 hereof, in addition to its obligations to
Executive under Section 3 for the balance of the then-current term of
employment, the Trust shall pay Executive six months' Base Salary, and the Trust
shall not be obligated to make any further payments to Executive hereunder.
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 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.
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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 so employed by the Trust or by TRO or any predecessors or
successors thereto. 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 six months 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") (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
thereof has a direct or indirect 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, developing, managing or leasing 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
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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 its 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 with respect
to Sections 5 and 6.3, 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 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.
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(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. With the exception of the Employment
Agreement dated as of ___________, as amended (the "Prior Employment Agreement")
by and between Executive and PREIT-RUBIN under its former name, Executive
represents and warrants on the date hereof that 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 while an employee of the Trust hereafter become a
party to or be bound by any such conflicting agreement. The Prior Employment
Agreement is terminated as of the Effective Date, and Executive hereby releases
PREIT-RUBIN from any and all obligations, liabilities or claims under such
agreement as of such date.
6.3 Solicitation of 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, 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 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 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.
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6.5 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 unenforceable 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.
6.6 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.
6.7 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 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
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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:
Edward Glickman
280 Melrose Avenue
Merion, PA 19066
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.
6.8 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, including but not limited to the Prior
Employment Agreement as of the Effective Date. 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 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.
6.9 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.
6.10 Headings; Counterparts. The headings of paragraphs in
this Agreement are for convenience only and shall
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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.
6.11 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.
6.12 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.
6.13 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/ Edward Glickman
-----------------------------
Edward Glickman
Accepted and Agreed as to Section 6.2:
PREIT-RUBIN, Inc.
By: /s/ George Rubin
-----------------------
Name:
Title:
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