SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement made and entered as of
the 29th day of September, 1997 between Pennsylvania Real Estate Investment
Trust ("PREIT") and Sylvan M.
Cohen ("Employee").
Background of Agreement
PREIT has previously entered into an Employment Agreement with
Employee, which, as presently amended and restated, remains in effect until
December 31, 1997 (the amended and restated Employment Agreement is herein
called the "Employment Agreement"). PREIT and Employee wish to amend the
Employment Agreement to (i) provide for a contingency whereby the duties of
Employee would be modified, (ii) provide for an additional three years of
employment and (iii) reflect as Employee's basic compensation the current
amount thereof. The parties have determined that it would be advisable to
amend the Employment Agreement in the manner hereinafter provided.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby agree as hereinafter set forth.
1. Paragraph 1 of the Employment Agreement is hereby amended
in its entirety to read as follows:
"1. Duties.
Employee is presently employed as the
Chairman of the Board and Chief Executive Officer of
PREIT. While serving in his present capacity, the duties and
authority of Employee shall be consistent with those
currently performed and exercised by Employee. Contingent
and effective upon the position of Chief Executive Officer
being assumed by another person as contemplated in the
August 27, 1997 Proxy Statement of PREIT, Employee shall
serve as the Chairman of the Board of Trustees of PREIT and
the Chairman of the Property Committee of the Board of
Trustees, but shall no longer serve as Chief Executive
Officer. While serving as Chairman of the Board of Trustees,
the duties and authority of Employee shall be (a) to preside
at the meetings of the Board of Trustees and the
Shareholders of PREIT, and (b) to serve as Chair of the
Property Committee of the Board of Trustees. Employee shall
have the authority to call special meetings of the Board of
Trustees and the Property Committee. Employee shall devote
such time, attention and energy to the business and
financial affairs of PREIT as shall be necessary to
discharge his duties hereunder. Employee shall be free to
engage in other business, personal and community pursuits
during the term hereof so long as the same do not prevent
Employee from discharging his duties hereunder."
2. Paragraph 2 of the Employment Agreement is hereby amended
in its entirety to read as follows:
"2. Term.
Regardless of Employee's position as determined by
Paragraph 1 above, the term of employment hereunder shall
continue for a period ending December 31, 2000. Upon the
expiration of such period, the term shall continue for
successive terms of one year each unless, not later than 180
days prior to the expiration of the then current term,
written notice is given by either party hereto of his or its
election to terminate the employment at the end of the then
current term. If such written notice is given, the
employment shall terminate at the end of the then current
term."
3. Paragraph 3 of the Employment Agreement is hereby amended
in its entirety to read as follows:
"3. Basic Compensation.
PREIT agrees to pay and Employee agrees to accept,
as the basic compensation for all services to be rendered by
Employee hereunder the sum of Three Hundred
Forty-Five Thousand Dollars ($345,000.00) per annum, payable
in approximately equal monthly or bimonthly installments, as
PREIT and Employee shall agree. The Board of Trustees of
PREIT, in its sole discretion, may increase the basic
compensation payable hereunder at any time or times during
the term hereof. If such basic compensation is increased,
the increased amount shall become the basic compensation of
Employee hereunder from and after the date of such increase.
The basic compensation of Employee may not, at any time
during the term hereof, be decreased, except if Employee
agrees in writing to such reduction."
4. In all other respects, all other terms and conditions of
the Employment Agreement shall be unchanged and remain in full force and
effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the day and year first above written.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:/s/ Robert Freedman
------------------------------------------------
Trustee
/s/ Jonathan B. Weller
------------------------------------------------
Trustee
EMPLOYEE
/s/ Sylvan M. Cohen
-----------------------------------------
Sylvan M. Cohen
Dated: September 30, 1997.