Exhibit 10.1
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
20__ RESTRICTED SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS
AWARD NOTICE
This RESTRICTED
SHARE UNIT AND DIVIDEND EQUIVALENT RIGHTS AWARD NOTICE (this Award Notice) is effective on the __ day of __, 20__ and is made by Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the Trust) to
___________________________ (the Grantee), a Non-Employee Trustee as defined in the Pennsylvania Real Estate Investment Trust Amended and Restated 2018 Equity Incentive Plan (the
Plan). Any capitalized term used in this Award Notice that is not separately defined herein shall have the meaning set forth in the Plan.
WHEREAS, the Trust desires to award the Grantee Restricted Share Units, as well as dividend equivalent rights or DERs with respect
to such Restricted Share Units subject to certain restrictions as hereinafter provided, in accordance with the provisions of the Plan;
WHEREAS, DERs awarded with respect to Restricted Share Units will be expressed as a dollar amount, which will be applied to
purchase additional Restricted Share Units (on which DERs will also be awarded).
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 RSUs.
(a) RSU Base Units. The Grantee is hereby awarded a number of RSU Base Units initially equal to ______
Restricted Share Units.
(b) DERs Included. Each RSU Base Unit will also include a DER. If the Trust pays a cash
dividend on its Shares while the RSU Base Units are outstanding, the Grantee will be credited with a number of additional Restricted Share Units equal to (1) the product of (i) dollar amount of dividends paid on one actual Share on the
applicable dividend payment date (the Dividend Date), multiplied by (ii) the Grantees outstanding RSU Base Units as of the Dividend Date, divided by (2) the Share Value. Any additional RSU Base Units credited in
accordance with this paragraph will be subject to the same vesting, payment and other terms and conditions as the original RSU Base Units to which they relate. Such additional RSU Base Units will also include DERs, which will be applied in the same
manner (thereby increasing the Grantees RSU Base Units on a cumulative basis).
(c) 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; provided, that no amendment may adversely affect the terms established
by this Award Notice without the written consent of the Grantee.