Annual Incentive Compensation Opportunity Award for EVPs other than CFO



 Exhibit 10.4 
 [TEMPLATE USED FOR EXECUTIVE VICE PRESIDENTS OTHER THAN CHIEF FINANCIAL OFFICER] 
 Pennsylvania
Real Estate Investment Trust 
 2009 Incentive Compensation Opportunity Award 
 for [Insert Name of Executive], 
 Executive Vice President 

											
	 	 	 	  	 	  	 2009 Incentive Opportunity2
  

	 	 	 	  	 	  	 2009 Incentive Range3
- % of Salary
  

	 	 	 	  	 	  	Threshold4	  	Target4	  	Outperformance4
	 2009 Base Salary1
	 	$     	  		  	    %	  	    %	  	    %

  

											
				
	 	 	 	  	 	  	 Performance Measurement Allocation5 
  

	 	 	 	  	 	  	Corporate	  	 	  	Individual
		 		  		  	    %	  		  	    %

  

											
				
	 	 	 	  	 	  	 CORPORATE – %
  

	 	 	 	  	 Measure6
	  	Threshold8	  	Target8	  	Outperformance8
		 		  	FFO Per Share7 	  	$     	  	$     	  	$     
						
		 		  	TOTAL 2009 CORPORATE OPPORTUNITY:	  	$     	  	$     	  	$     

  

											
				
	 	 	 	  	 	  	 INDIVIDUAL – %
  

	 	 	 	  	 Measure
	  	Threshold	  	Target	  	Outperformance
		 		  	Compensation Committee Discretion1	  	Committee
Discretion	  	Committee
Discretion	  	Committee
Discretion
						
		 		  	TOTAL 2009 INDIVIDUAL OPPORTUNITY:	  	$     	  	$     	  	$     
						
		 		  	TOTAL 2009 INCENTIVE OPPORTUNITY:*	  	$     	  	$     	  	$     

  

	*	The amount payable under this award will be paid in cash during the period January 1, 2010 through March 15, 2010. 








 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 2009 Incentive Compensation Opportunity Award to be duly executed by its
duly authorized officer and the Grantee has hereunto set his hand on                          , 2009. 
  

			
	PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
		
	By:	 	  

	
	  

	Grantee


  

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 ENDNOTES 
  

	 1
	 “2009 Base Salary” means your regular, basic compensation from Pennsylvania Real Estate Investment Trust
(“PREIT”) and/or a PREIT affiliate for 2009, 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
	 “2009 Incentive Opportunity” means the opportunity to earn incentive compensation for 2009, up to
    % of your Base Salary, in the event certain corporate and individual performances are achieved. Corporate performance relates to PREIT’s cumulative performance with respect to one measure of its financial results for
2009, while individual performance relates to your performance within the scope of your responsibilities as an employee of PREIT and/or a PREIT affiliate. 



	 3
	 “2009 Incentive Range” means, depending on the level
of corporate and individual performance achieved (i.e., Threshold, Target or Outperformance), the percentage of your Base Salary that you may earn under this 2009 Incentive Compensation Opportunity Award. If the corporate 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
	 With respect to corporate performance, “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 2009 Incentive Compensation is earned. The Executive Compensation and Human Resources Committee (the “Committee”) will decide whether you have met what the Committee determines to be the “Threshold” level for purposes
of your individual performance. If the Threshold performance level is achieved with respect to corporate and individual performance, you will earn at least     % of your 2009 Base Salary as your 2009 Incentive Compensation
allocated to such performances (see note 5). If the Threshold performance level is not met with respect to corporate performance or your individual performance, you will not receive any 2009 Incentive Compensation allocated to such corporate
performance or individual performance, as applicable. 


 With respect to corporate performance, “Target” generally signifies that
the business objectives for the year, which are expected to have a reasonable probability of achievement have been met. In many situations, this represents approximately the mid-range of the estimate for FFO Per Share publicly announced by PREIT at
approximately the time that the earnings for the prior fiscal year are publicly released by PREIT. The Committee will decide whether you have met what the Committee determines to be the “Target” level for purposes of your individual
performance. If the Target performance level is achieved with respect to corporate and individual performance, you will earn at least     % of your 2009 Base Salary as your 2009 Incentive Compensation allocated to such
performances (see note 5). 
 With respect to corporate performance, “Outperformance” signifies an outstanding achievement, an extraordinary
performance by industry standards, and which is expected to have a modest probability of achievement. The Committee will decide whether you have met what the Committee determines to be the “Outperformance” level for purposes of your
individual performance. If the Outperformance level is achieved with respect to corporate and individual performance, you will earn     % of your 2009 Base Salary as your 2009 Incentive Compensation allocated to such performances
(see note 5). 
  

	 5
	 “Performance Measurement Allocation” means the percent by which your 2009 Incentive Compensation is allocated
between corporate performance and your individual performance. For example, if your base salary is $200,000, and     % of your 2009 Incentive Compensation is allocated to corporate performance and     % is
allocated to your individual performance, you will earn $             (    % of     % of $200,000) of your 2009 Incentive Compensation if the
Outperformance level of the corporate performance is achieved and $             (    % of     % of $200,000) of your 2009 Incentive Compensation if
the Outperformance level of your individual performance is achieved. 



	 6
	 The “Measure” is the business criterion on which
corporate performance is based. 



	 7
	 “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 2009. 










	 8
	 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 2009 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 2009 Incentive Compensation Opportunity Awards
granted to all officers of PREIT and PREIT affiliates. The Committee shall not be obligated to make any adjustment(s). 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 2009 Incentive Compensation. 



	 9
	 The Committee has the sole discretion to set the measure for your individual performance for 2009 and to determine the
level of individual performance you have achieved. However, regardless of your individual performance, no 2009 Incentive Compensation based on your individual performance will be paid if FFO Per Share (see note 7) is less than
$             (subject to adjustment by the Committee – see note 8). 


  

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