PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
AMENDED AND RESTATED 2018 EQUITY INCENTIVE
20__ RESTRICTED SHARE UNIT AND DIVIDEND EQUIVALENT
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
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
(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 Grantee’s 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
Grantee’s 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.