Annual Incentive Compensation for Other Chair Members and CFO



  
 Exhibit 10.2

 Pennsylvania Real Estate Investment Trust 
 2010 Incentive Compensation Opportunity Award 
 For [Insert Name of
Executive], 
 [Insert Executive’s Position]. 

 

																															
	 	  	 	 	  	 	  	 2010 Incentive
Opportunity2
  
 2010 Incentive Range3 - % of Salary

 
	 	 	 	 
	 	  	 	 	  	 	  	Threshold4	 	 	 	 	  	Target4	 	 	 	 	  	Outperformance4	 	 	 	 
		  				  		  	 	            %	  	 				  	 	            %	  	 				  	 	            %	  	 			
	 2010 Base Salary1
	  	$	            	  	  		  				 				  				 				  				 			
									
	  	  	 	 	  	 Measure5
	  	 	 	 	 Threshold7
	 	  	 	 	 	 Target7
	 	  	 	 	 	 Outperformance7
	 
		  				  	 FFO Per Share6 
	  				 	 	$            	  	  				 	 	$            	  	  				 	 	$            	  
									
		  				  	2010 INCENTIVE OPPORTUNITY:*	  				 	 	$            	  	  				 	 	$            	  	  				 	 	$            	  

  

	*	The amount payable under this award will be paid in cash during the period January 1, 2011 through March 15, 2011. Except as may be otherwise provided
in your employment agreement or determined by the Executive Compensation and Human Resources Committee of the Board of Trustees of PREIT(the “Committee”), the payment of any 2010 Incentive Compensation to you is conditioned on your
continued employment by PREIT or one of its subsidiaries through the date that 2010 Incentive Compensation is paid to our officers generally. 

 The Grantee has read and understands this award, including the endnotes which describe the terms of the award, and agrees to be bound by such terms. Further, the Grantee agrees that any amount awarded and
paid to the Grantee under this award shall be subject to PREIT’s “Recoupment Policy” as in effect on the date the Committee granted this award, and as such policy is subsequently amended. 

IN WITNESS WHEREOF, PREIT has caused this 2010 Incentive Compensation Opportunity Award to be duly executed by its duly authorized officer and the
Grantee has hereunto set his hand on                  , 2010. 

 

			
	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
		
	By:	 	  

	
	  

	Grantee









  
 ENDNOTES 

 

	1	 “2010 Base Salary” means your regular, basic compensation from Pennsylvania Real Estate Investment Trust (“PREIT”) and/or a PREIT
affiliate for 2010, not including bonuses or other additional compensation, but including contributions made by PREIT and/or a PREIT affiliate on your behalf, by salary reduction pursuant to your election, (i) to an arrangement described in
section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) to a “cafeteria plan” (as defined in section 125(d) of the Code), and (iii) for a “qualified transportation fringe” (as
defined in section 132(f) of the Code). 



	2	 “2010 Incentive Opportunity” means the opportunity to earn incentive compensation for 2010, up to     % of your
Base Salary, in the event certain performances are achieved. Performance relates to PREIT’s cumulative performance with respect to one measure of its financial results for 2010. 



	3	 “2010 Incentive Range” means, depending on the level of performance achieved (i.e., Threshold, Target or Outperformance), the
percentage of your Base Salary that you may earn under this 2010 Incentive Compensation Opportunity Award. If the performance is between the Threshold level and the Target level, or between the Target level and the Outperformance level, the
percentage will be interpolated accordingly. 



	4	 “Threshold” signifies a solid achievement, which is expected to have a reasonably high probability of achievement, but which may fall short
of expectations. Threshold performance represents the level of performance that has to be achieved before any of your potential 2010 Incentive Compensation is earned. If the Threshold performance level is achieved, you will earn at least
    % of your 2010 Base Salary as your 2010 Incentive Compensation. If the Threshold performance level is not met, you will not receive any 2010 Incentive Compensation. 



“Target” generally signifies that the business objectives for the year, which are expected to have a reasonable probability of
achievement, have been met. For purposes of this award, this represents approximately the mid-range of the revised estimate for FFO Per Share publicly announced by PREIT on May 10, 2010. If the Target performance level is achieved, you will
earn at least     % of your 2010 Base Salary as your 2010 Incentive Compensation. 

“Outperformance” signifies an outstanding achievement, an extraordinary performance by industry standards, and which is expected
to have a modest probability of achievement. If the Outperformance level is achieved, you will earn     % of your 2010 Base Salary as your 2010 Incentive Compensation. 

 

	5	 The “Measure” is the business criterion on which performance is based. 



	6	 “FFO Per Share” means, with respect to each diluted share of beneficial interest in PREIT, “funds from operations” of PREIT, as
reported to the public by PREIT for 2010. 



	7	 The Executive Compensation and Human Resources Committee (the “Committee”) shall have the authority, in its sole discretion, to adjust the
Threshold, Target and Outperformance levels set forth in this award if and to the extent that, in the sole judgment of the Committee, the reported FFO Per Share does not reflect the performance of PREIT for 2010 in a manner consistent with the
purposes of this award due to the effect of any unusual or nonrecurring transaction or occurrence on the reported FFO Per Share. Any such adjustment shall be made to the 2010 Incentive Compensation Opportunity Awards granted to all officers of PREIT
and PREIT affiliates. The Committee shall not be obligated to make any adjustment. If the Committee elects to make an adjustment, it shall be free to take such factors into account as it deems appropriate under the circumstances in its sole
discretion. Further, in the case of a transaction or occurrence that also constitutes a “Change of Control” of PREIT (as defined in your employment agreement), the Committee shall have the authority, in its sole discretion, to accelerate
the payment of your 2010 Incentive Compensation. 



  
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