EXHIBIT 10.65
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of September 30, 1997, between
The Xxxxx Organization, Inc., a Pennsylvania Corporation the name of which is to
be changed to PREIT-XXXXX, INC. ("PREIT-XXXXX"), Xxxxx Xxxxxx (the "Executive")
and for purposes of Sections 3.2, 3.3 and 3.6 hereof only, Pennsylvania Real
Estate Investment Trust, a Pennsylvania business trust (the "Trust").
BACKGROUND
Pursuant to the Contribution Agreement dated as of
July 30, 1997 (the "Contribution Agreement") among the Trust, PREIT Associates,
L.P. (the "Partnership"), PREIT-XXXXX under its current corporate name and
certain individuals affiliated with TRO, the Partnership is acquiring on the
Effective Date (as defined below) 95% of the equity of PREIT-XXXXX. This
Agreement is entered into in anticipation of the closing of the transactions
contemplated by the Contribution Agreement (the "TRO Transactions"). The
Effective Date shall be the date of closing of the TRO Transactions.
PREIT-XXXXX desires to employ Executive as Vice President,
Financial Services of PREIT-XXXXX, and Executive desires to be so employed on
the terms and conditions contained in this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereto agree as follows:
SECTION 1. CAPACITY AND DUTIES
1.1 Employment; Acceptance of Employment. Commencing on the
Effective Date, PREIT-XXXXX employs Executive and Executive accepts employment
by PREIT-XXXXX for the period and upon the terms and conditions hereinafter set
forth.
1.2 Capacity and Duties.
(a) Executive shall be employed by PREIT-XXXXX
generally as its Vice President, Financial Services and, subject to the
supervision and control of the Chief Executive Officer of PREIT-XXXXX (the
"CEO"), shall have the duties and authority consistent with his office and as
may from time to time be specified by the CEO. Executive shall report directly
to the CEO in performing his duties hereunder.
(b) Except as provided in paragraph 1.2(c) hereof,
Executive shall devote his full working time, energy, skill and best efforts to
the performance of his duties hereunder and shall not be employed by or
participate or engage in or be a part of in any manner the management or
operation of any business enterprise or pursuit other than PREIT-XXXXX and its
direct or indirect Affiliates without the prior written consent of the Board of
Directors of PREIT-XXXXX (the "Board"), which consent may be granted or withheld
in its sole discretion. For purposes of this Agreement, "Affiliate" means any
person or entity controlling, controlled by or under common control with either
PREIT-XXXXX. "Control," as used herein, means the power to direct management and
policies of a person or entity, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the term
"controlling" and "controlled" shall have correlative meanings; provided that,
any person or entity that owns beneficially, either directly or through one or
more intermediaries, more than 20% of the ownership interests in a specified
entity shall be presumed to control such entity for purposes of the definition
of "Affiliate."
(c) Executive may continue his investments in the properties
listed on Schedule 1 hereto and, subject to the provisions of Section 5.2
hereof, subsequent properties (collectively, the "Properties") provided that
Executive's activities with respect to such the Properties comply with the
procedures adopted by the Board governing Executive's non-PREIT-XXXXX related
real estate activities (the "Procedures") and further provided that:
(A) he shall not devote more than an insignificant
amount of his time to such investments in the aggregate; and
(B) his activities in respect to the Properties do
not interfere with, detract from or affect the performance of Executive's duties
for PREIT-XXXXX under this Agreement.
Notwithstanding the foregoing, it is understood that Executive
may, on a regular or occasional basis, perform services for one or more entities
in which the Trust has an investment.
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SECTION 2. TERM OF EMPLOYMENT
2.1 Term. The initial term of Executive's employment hereunder
shall be two years commencing on the Effective Date and shall thereafter
automatically be renewed for additional two year periods unless and until either
party shall give notice of his or its election to terminate Executive's
employment at least six months prior to the end of the then-current term in each
case, unless earlier terminated as hereinafter provided.
SECTION 3. COMPENSATION
3.1 Basic Compensation. As compensation for Executive's
services hereunder, PREIT-XXXXX shall pay to Executive a salary at the annual
rate of $110,000 (the "Base Salary"), payable in accordance with PREIT-XXXXX'x
regular payroll practices in effect from time to time during the term of
Executive's employment.
3.2 Incentive Compensation. In addition to the Base Salary,
Executive shall be entitled to earn additional compensation (the "Incentive
Compensation"), for the services to be rendered by Executive pursuant to this
Agreement, with respect to each fiscal year during the term of this Agreement
commencing after December 31, 1997, such amount to be determined according to an
incentive compensation plan to be adopted by PREIT-XXXXX prior to the Effective
Date and promptly after its approval as set forth in the following sentence.
Prior to its adoption by PREIT-XXXXX, such incentive plan shall be prepared
under the direction and approved by resolution of the Executive Compensation and
Human Resources Committee of the Board of Trustees of the Trust, which shall
determine that, in its judgment, the incentive compensation plan is reasonable
for the Trust and PREIT-XXXXX and fair to the Executive.
3.3 Executive Benefits. In addition to the compensation
provided for in Sections 3.1 and 3.2, Executive shall be entitled during the
term of his employment to participate in PREIT-XXXXX'x benefit plan(s) listed on
Schedule 3.3 hereof at PREIT-XXXXX'x cost, subject to such (i) co-payments and
deductibles as are provided for in such plans and (ii) modifications as shall be
generally applicable to senior executives of PREIT-XXXXX.
3.4 Vacation. Executive shall be entitled to no fewer than the
number of vacation days during each calendar year during the term of his
employment as is provided generally to other senior officers of PREIT-XXXXX,
during which time his compensation shall be paid in full.
3.5 Expense Reimbursement. During the term of his employment,
PREIT-XXXXX shall reimburse Executive for all reasonable expenses incurred by
him in connection with the performance of his duties hereunder in accordance
with its regular reimbursement policies as in effect from time to time and upon
receipt of itemized vouchers therefor and such other supporting information as
PREIT-XXXXX may reasonably require.
3.6 Options. Concurrently with the Effective Date, the Trust
shall grant Executive, pursuant to the Trust's 1997 Stock Option Plan adopted by
the Trust on July 8, 1997 (the "Option Plan"), non-qualified options to purchase
5,000 shares of beneficial interest of the Trust (the "Shares") at a cash price
per share as provided for under the Option Plan. The shares shall be exercisable
as follows: the first 25% on or after January 1, 1999, the next 25% on or after
January 1, 2000, the next 25% on or after January 1, 2001 and the final 25% on
or after January 1, 2002.
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SECTION 4. TERMINATION OF EMPLOYMENT
4.1 Death of Executive. Executive's employment hereunder shall
immediately terminate upon his death, upon which PREIT-XXXXX shall not
thereafter be obligated to make any further payments hereunder other than
amounts (including salary, incentive compensation, expense reimbursement, etc.)
accrued as of the date of Executive's death in accordance with GAAP, as
conclusively determined in the absence of manifest error by the auditors of
PREIT-XXXXX.
4.2 Disability of Executive. If Executive, in the reasonable
opinion of a physician selected by PREIT-XXXXX, is or has been unable, for any
reason due to his physical, mental or emotional illness or condition to perform
his duties hereunder for a period of 120 days within five consecutive months,
then PREIT-XXXXX shall have the right to terminate Executive's employment upon
30 days' prior written notice to Executive at any time during the continuation
of such inability, in which event PREIT-XXXXX shall not thereafter be obligated
to make any further payments hereunder other than amounts (including salary,
bonuses, expense reimbursement, etc.) accrued as of the date of such termination
in accordance with GAAP, as conclusively determined in the absence of manifest
error by the auditors of PREIT-XXXXX.
4.3 Termination for Cause. Executive's employment hereunder
shall terminate immediately upon notice that PREIT-XXXXX is terminating
Executive for "cause" (as defined herein), in which event PREIT-XXXXX shall not
thereafter be obligated to make any further payments hereunder other than
amounts (including salary, incentive compensation, expense reimbursement, etc.)
accrued under this Agreement as of the date of such termination, in accordance
with GAAP, as conclusively determined in the absence of manifest error by the
auditors of PREIT-XXXXX. As used herein, "cause" shall mean the following:
(i) fraud, theft or misappropriation or embezzlement
of the assets or funds of PREIT-XXXXX, the Trust or an affiliate of PREIT-XXXXX;
(ii) indictment for a crime involving moral
turpitude;
(iii) breach of Executive's obligations under
Sections 5, 6.2 and 6.3 of this Agreement;
(iv) failure of Executive to perform his duties to
PREIT-XXXXX, which persists for more than twenty (20) days after written notice
or which recurs; or
(v) repeated abuse of alcohol or abuse of other
drugs.
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4.4 Termination without Cause; Change in Control.
(a) In the event that:
(i) Executive's employment is terminated for any
reason other than Cause or the death or disability of Executive, then, unless
(ii) below shall be applicable as a result of voluntary termination by the
Executive or by PREIT-XXXXX other than for disability or for Cause, PREIT-XXXXX
shall pay Executive, in a single lump sum, all of the consideration provided for
in Section 3.1 during the remainder of the then-current term (including any
automatic renewal term pursuant to Section 2.1 hereof) of Executive's employment
discounted to present value at the prime rate of interest in effect on the date
of such termination, as reported in The Wall Street Journal and any amounts due
under Section 3.2 for the period of his employment; or
(ii) in the event that Executive's employment is
terminated for any reason other than Cause or the death or disability of
Executive or Executive voluntary terminates his employment for Good Reason (as
defined herein) following a Change in Control (as defined herein), PREIT-XXXXX
shall pay Executive up to two times the annual Base Salary provided for in
Section 3.1 and the targeted annual Incentive Compensation to be provided
pursuant to Section 3.2, but in no event more than 2.99 times the "base amount"
as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), reduced by the present value of non-cash payments
determined under Section 280G(b)(2)(A)(ii) of the Code and the regulations
promulgated thereunder or successor provisions of similar import. The
determination by the auditors of PREIT-XXXXX as to any amounts due Executive
pursuant to this Section 4.4(a)(ii) shall be conclusive in the absence of
manifest error.
Upon making the payments described in this Section 4.4(a),
PREIT-XXXXX shall have no further obligation to Executive hereunder.
(b) As used in this Section 4.4, the term "Good Reason" shall
mean a material breach of PREIT-XXXXX'x obligations under this Agreement,
provided that PREIT-XXXXX has not remedied such breach after notice and a
reasonable opportunity to cure or the involuntary change of Executive's
principal office to a location more than 30 miles from its location immediately
prior to such change.
(c) As used in this Section 4.4, a "Change in Control" means:
(i) the acquisition by any person, entity or group
required to file a Schedule 13D or Schedule 14D-1 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act") (excluding, for this
purpose, the Trust, its affiliates, any employee benefit plan (or related trust)
of the Trust or its affiliates which acquires beneficial ownership of voting
securities of the Trust) or any acquisition by any person entitled to file Form
13G under the Exchange Act with respect to such acquisition of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 51% or more of either the then outstanding shares of beneficial interest or
the combined voting power of the Trust's then outstanding voting securities
entitled to vote generally in the election of trustees (the "Outstanding
Shares"); or
(ii) the election or appointment to the Board of
Trustees of the Trust, or resignation of or removal from the Board of Trustees
of the Trust by virtue of which the Continuing Trustees (as defined below) no
longer constitute at least a majority of the Board of Trustees of the Trust; or
(iii) approval by the shareholders of the Trust of:
(A) a reorganization, merger or consolidation, or (B) a liquidation or
dissolution of the Trust or the sale, transfer, lease or other disposition of
all or substantially all of the assets of the Trust, whether such assets are
held directly or indirectly, (the events referred to in this Section
4.4(b)(iii)(A) and (B) being referred to hereafter as a "Business Combination")
unless, following such Business Combination, (x) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding
Shares immediately prior to such Business Combination beneficially own, directly
or indirectly, more than 51% of, respectively, the then outstanding shares of
stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of trustees, as the case may be, of
the entity resulting from such Business Combination (including, without
limitation, an entity which as a result of such transactions owns the Trust or
all or substantially all of the Trust's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Shares, (y) no
person, excluding any employee benefit plan (or related trust) of the Trust or
such entity resulting from such Business Combination, beneficially owns,
directly or indirectly, 49% or more of, respectively, the then outstanding
shares of stock of the entity resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such entity
except to the extent that such ownership existed prior to the Business
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Combination and (z) at least a majority of the members of the board of trustees
or directors of the entity resulting from such Business Combination were
Continuing Trustees at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or
(iv) a change in control of the Trust that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Exchange Act, as in effect on the date hereof, whether
or not the Trust is then subject to such reporting requirements.
(d) In the event that the Trust elects not to renew this
Agreement pursuant to Section 2.1 hereof, in addition to its obligations to
Executive under Section 3 for the balance of the then-current term of
employment, PREIT-XXXXX shall pay Executive six months' Base Salary, and
PREIT-XXXXX shall not be obligated to make any further payments to Executive
hereunder.
As used in this Section 4.4, the terms "person" and
"beneficial owner" have the same meanings as such terms under Section 13(d) of
the Securities Exchange Act of 1934 and the rules and regulations thereunder. As
used herein, "Continuing Trustees" means those trustees duly elected prior to
the time that any person, entity or group of associated persons acting in
concert has acquired beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) of 50% or more of the then outstanding shares
of capital stock of the Trust entitled to vote for the election of trustees of
the Trust, and those trustees who were recommended to succeed Continuing
Trustees by a majority of Continuing Trustees including but not limited to the
trustees designated by TRO who are elected by the Continuing Trustees in
connection with the TRO Transactions.
SECTION 5. RESTRICTIVE COVENANTS
5.1 Confidentiality. Executive acknowledges a duty of
confidentiality owed to PREIT-XXXXX and shall not, directly or indirectly, at
any time during or after his employment by PREIT-XXXXX, retain in writing, use,
divulge, furnish, or make accessible to anyone, without the express
authorization of the Board, any trade secret, private or confidential
information or knowledge of PREIT-XXXXX or any of its affiliates obtained or
acquired by him while so employed by PREIT-XXXXX or by TRO or any predecessors
thereto. All computer software, books, records, and files and know-how generated
or acquired while an employee of PREIT-XXXXX or any of its predecessors, are
acknowledged to be the property of PREIT-XXXXX and shall not be duplicated,
removed from PREIT-XXXXX'x possession or made use of other than in pursuit of
PREIT-XXXXX'x or its affiliates' businesses and, upon termination of employment
for any reason, Executive shall deliver to PREIT-XXXXX, without further demand,
all copies thereof which are then in his possession or under his control. The
provisions of this Section 5.1 shall not apply to information which (i) is or
becomes generally available to the public other than as a result of disclosure
by Executive, (ii) was available to Executive on a non-confidential basis prior
to its disclosure to Executive, (iii) becomes available to Executive on a
non-confidential basis from a source other than the Trust or its affiliates, or
(iv) is required to be disclosed by law or by order of a court or governmental
authority.
5.2 Noncompetition. During the term of Executive's employment
and for six months after termination of Executive's employment for Cause,
Executive shall not directly or indirectly: (a) engage, anywhere within
twenty-five (25) miles of any property in which the Trust or an Affiliate of the
Trust has a direct or indirect ownership interest (the "Trust Properties") (i)
in the acquisition or development of any apartment properties or shopping
centers in competition with any apartment properties or shopping centers, which
at any time during the term of Executive's employment the Trust or an Affiliate
thereof has a direct or indirect ownership interest or (ii) in the management or
leasing of any property in competition with the Trust Properties; or (b) be or
become a stockholder, partner, owner, officer, director or employee or agent of,
or a consultant to or give financial or other assistance to, any person or
entity considering engaging in any such activities or so engaged; provided,
however, that nothing herein shall prohibit the Executive and his affiliates
from (i) owning, as passive investors, in the aggregate not more than 2% of the
outstanding publicly traded stock of any corporation so engaged or (ii)
acquiring, developing, managing or leasing any properties not in competition
with the Trust or any affiliate thereof, subject to sections 1.2(b) and (c)
hereof. The duration of the Executive's covenants set forth in this Section 5.2
shall be extended by a period of time equal to the number of days, if any,
during which the Executive is in violation of the provisions hereof.
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5.3 Injunctive and Other Relief.
(a) Executive acknowledges that the covenants
contained in Sections 5 and 6.3 herein are fair and reasonable in light of the
consideration paid hereunder and to protect the Trust's investments under the
Contribution Agreement, and damages alone shall not be an adequate remedy for
any breach by Executive of his covenants contained herein and accordingly, in
addition to any other remedies which PREIT-XXXXX may have, PREIT-XXXXX shall be
entitled to injunctive relief in any court of competent jurisdiction for any
breach or threatened breach of any such covenants by Executive. Nothing
contained herein shall prevent or delay PREIT-XXXXX from seeking, in any court
of competent jurisdiction, specific performance or other equitable remedies in
the event of any breach or intended breach by Executive of any of its
obligations hereunder.
(b) In addition to such equitable relief with respect
to Sections 5 and 6.3, PREIT-XXXXX shall be entitled to monetary damages for any
breach in an amount deemed reasonable to cover all actual and consequential
losses, plus all monies received by Executive as a result of said breach by
Executive.
(c) In the event that PREIT-XXXXX or Executive incurs
counsel fees or other costs and expenses in connection with the enforcement of
any and all of their respective rights under this Agreement, including any
arbitration proceeding pursuant to Section 6.1 hereof, the substantially
prevailing party shall be entitled to receive reasonable attorneys' fees and
costs and expenses in connection with the enforcement of such prevailing party's
rights.
SECTION 6. MISCELLANEOUS
6.1 Arbitration.
(a) All disputes arising out of or relating to this
Agreement which cannot be settled by the parties shall be settled by arbitration
in Philadelphia, Pennsylvania, pursuant to the rules and regulations then
obtaining of the American Arbitration Association; provided that nothing herein
shall preclude PREIT-XXXXX from seeking, in any court of competent jurisdiction,
damages, specific performance or other equitable remedies in the case of any
breach or threatened breach by Executive of Sections 5 or 6.3 hereof. The
decision of the arbitrators shall be final and binding upon the parties, and
judgment upon such decision may be entered in any court of competent
jurisdiction.
(b) Discovery shall be allowed pursuant to the
intendment of the United States Federal Rules of Civil Procedure and as the
arbitrators determine appropriate under the circumstances.
(c) The arbitration tribunal shall be formed of three
(3) arbitrators, one to be appointed by each party, and the third to be
appointed by the first two arbitrators. Such arbitrators shall be required to
apply the contractual provisions hereof in deciding any matter submitted to them
and shall not have any authority, by reason of this Agreement or otherwise, to
render a decision that is contrary to the mutual intent of the parties as set
forth in this Agreement.
6.2 Prior Employment. Executive represents and warrants that,
on the date hereof, he is not a party to any other employment, non-competition,
joint venture, partnership or other agreement or restriction that could
interfere with his employment with PREIT-XXXXX or his or PREIT-XXXXX'x rights
and obligations hereunder; and that his acceptance of employment with
PREIT-XXXXX and the performance of his duties hereunder will not breach the
provisions of any contract, agreement, or understanding to which he is party or
any duty owed by him to any other person. Executive warrants and covenants that
he will not hereafter become a party to or be bound by any such conflicting
agreement.
6.3 Solicitation of Employees. During the term of Executive's
employment and for two years thereafter, Executive shall not directly or
indirectly solicit or contact any person who is employed by PREIT-XXXXX, the
Partnership of any Affiliate of either thereof with a view to the engagement or
employment of such person by any person or entity or otherwise interfere with
the employment relationship of any employee of the Trust or of any Affiliate of
either thereof.
6.4 Indemnification. During the term of this Agreement,
PREIT-XXXXX shall indemnify and defend Executive against all claims arising out
of Executive's activities as an officer or employee of PREIT-XXXXX to the
fullest extent permitted under PREIT-XXXXX'x Articles of Incorporation, provided
that PREIT-XXXXX shall not indemnify Executive for any claims in connection with
liabilities arising under the Contribution Agreement or any document
contemplated therein. In addition to the foregoing, Executive shall, upon
reasonable notice, furnish such information and proper assistance to PREIT-XXXXX
as may reasonably be required by PREIT-XXXXX in connection with any litigation
in which it or its Affiliates are, or may become, parties.
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6.5 Severability. The invalidity or unenforceability of any
particular provision or part of any provision of this Agreement shall not affect
the other provisions or parts hereof. If any provision hereof is determined to
be invalid or unenforceable by a court of competent jurisdiction by reason of
the duration or geographical scope of the covenants contained therein, such
duration or geographical scope, or both, shall be considered to be reduced to a
duration or geographical scope to the extent necessary to cure such invalidity.
6.6 Assignment. This Agreement shall not be assignable by
Executive, and shall be assignable by PREIT-XXXXX only to any person or entity
which may become a successor in interest (by purchase of assets or shares, or by
merger, or otherwise) to PREIT-XXXXX in the business or a portion of the
business presently operated by it or to an affiliate controlled by PREIT-XXXXX.
Subject to the foregoing, this Agreement and the rights and obligations set
forth herein shall inure to the benefit of, and be binding upon, the parties
hereto and each of their respective permitted successors, assigns, heirs,
executors and administrators.
6.7 Notices. All notices hereunder shall be in writing and
shall be sufficiently given if hand-delivered, sent by documented overnight
delivery service or registered or certified mail, postage prepaid, return
receipt requested or by telegram, fax or telecopy (confirmed by U.S. mail),
receipt acknowledged, addressed as set forth below or to such other person
and/or at such other address as may be furnished in writing by any party hereto
to the other. Any such notice shall be deemed to have been given as of the date
received, in the case of personal delivery, or on the date shown on the receipt
or confirmation therefor, in all other cases. Any and all service of process and
any other notice in any action, suit or proceeding shall be effective against
any party if given as provided in this Agreement; provided that nothing herein
shall be deemed to affect the right of any party to serve process in any other
manner permitted by law.
(a) If to PREIT-XXXXX:
PREIT-XXXXX, Inc.
The Bellevue
000 Xxxxx Xxxxx Xxxxxx
0xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx Xxxxx, President
With a copy to:
Drinker Xxxxxx & Xxxxx LLP
Philadelphia National Bank Building
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxx, Esq.
(b) If to Executive:
Xxxxx Xxxxxx
[address]
With a copy to:
Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx, LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxx, Esq.
6.8 Entire Agreement and Modification. This Agreement
constitutes the entire agreement between the parties hereto with respect to the
matters contemplated herein and supersedes all prior agreements and
understandings with respect thereto. Any amendment, modification, or waiver of
this Agreement shall not be effective unless in writing. Neither the failure nor
any delay on the part of any party to exercise any right, remedy, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power, or privilege
with respect to any occurrence or be construed as a waiver of any right, remedy,
power, or privilege with respect to any other occurrence.
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6.9 Governing Law. This Agreement is made pursuant to, and
shall be construed and enforced in accordance with, the internal laws of the
Commonwealth of Pennsylvania (and United States federal law, to the extent
applicable), without giving effect to otherwise applicable principles of
conflicts of law.
6.10 Headings; Counterparts. The headings of paragraphs in
this Agreement are for convenience only and shall not affect its interpretation.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed to be an original and all of which, when taken together, shall be
deemed to constitute but one and the same Agreement.
6.11 Delegation. Any action hereunder that may be taken or
directed by the Board may be delegated by the Board to a Committee consisting
entirely or principally of directors or officers or to an individual director or
officer and the determination of such Committee or individual shall have the
same effect hereunder as a determination of the Board.
6.12 Effective Date. This Agreement shall take effect on the
Effective Date. If the Contribution Agreement shall be terminated prior to the
Effective Date, this Agreement shall have no force or effect and neither the
Trust nor Executive shall have any liability to the other by reason of the
provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
THE XXXXX ORGANIZATION, INC.
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: President
/s/ Xxxxx Xxxxxx
--------------------------------
Xxxxx Xxxxxx
Accepted and Agreed as to
Sections 3.2, 3.3 and 3.6 hereto:
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: /s/ Xxxxxxx Xxxx
------------------------
Name: Xxxxxxx Xxxx
Title: Secretary
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Schedule 1
OPERATING PROPERTIES
--------------------
Retail
------
Court at Oxford Valley - Oxford Valley, PA
Xxxxxxxxx Xxxxx Xxxxxx - Xxxxxxxxxxxx, XX
Christiana Mall - Newark, DE
Cumberland Mall - Vineland, NJ
Fairfield Mall - Chicopee, MA
The Shops at The Bellevue - Philadelphia, PA
17th & Chestnut (former Xxxxxx'x) - Philadelphia, PA
20th & Erie (Riteway) - Philadelphia, PA
Richmond & Bristol (Thriftway) - Philadelphia, PA
Castor & Sedgley (Shop'n Bag) - Philadelphia, PA
5th & Pine (A&P) - Philadelphia, PA
Xxxxx 00 & Xxxxxxxxxx Xxxx (X&X) - Xxxxxxxx, XX
000 Xxxx Xxxx Xxxxxx (XXX Xxxxxx) - Xxxxxxxxxxxx, XX
Plaza at Willow Grove (restaurants/stores) - Willow Grove, PA
Trolley Shop (Pan Ivy) - Willow Grove, PA
Office Buildings
----------------
Offices at The Bellevue - Philadelphia, PA
Mellon Bank Center - Philadelphia, PA
Six Penn Center - Philadelphia, PA
000 Xxxx Xxxxxxxxxx Xxxxxx - Xxxxxxxxxxxx, XX
000 Xxxxxx Xxxxxx - Xxxxxxxxxxxx, XX
000 Xxxx Xxxx Xxxxxx - Xxxxxxxxxxxx, XX
00 Xxxxx Xxxxxxxx Xxxx - Xxxx Xxxxxx, XX
0000 Xxxxxx Xxxxxx - Xxxxxxxxxxxx, XX
Former Meridian Bank Building - Philadelphia, PA
Hotel
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The Bellevue Park Hyatt - Philadelphia, PA
Residential
-----------
None
Other
-----
The Sporting Club at The Bellevue - Philadelphia, PA
Toyota Dealership - Runnemede, NJ
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DEVELOPMENT PROJECTS/LAND
-------------------------
Retail and Mixed Use
--------------------
Hillview Shopping Center - Cherry Hill, NJ
Xxxxxxxxx Xxxxx Xxxxxx - Xxxxxxxxxxxx, XX
Blue Route Metroplex - Plymouth Meeting, PA
Xxxxxxxxxx Xxxxx Xxxxxx - Xxxxxxxxxx, XX
Christiana Power Center (Phase I) - Newark, DE
Christiana Power Center (Phase II) - Xxxxxx, XX
Xxxxxx Xxxxxxxx Xxxxxx - Xxxxxx, XX
Red Rose Commons - Lancaster, PA
Springfield Park (Wanamakers) - Springfield, PA
Jenkintown Center (Wanamakers) - Jenkintown, PA
Concord Pike - Wilmington, DE
Xxxxxx Estate (11th & Market Streets) - Philadelphia, PA
Delaware Avenue - Philadelphia, PA
Xxxxx-Newburgh Power Center - Newburgh, NY
South Albany Power Center - Bethlehem, NY
Office
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Six Penn Center - Philadelphia, PA
Land at Xxxxx 0 xxx 0-000 - Xxxxxx Xxxxxxxx, XX
10th & Filbert Streets (Greyhound Bus
Terminal) - Philadelphia, PA
17th & Xxxxxxx Streets (parking lot) - Philadelphia, PA
Residential
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0000 Xxxxxx Xxxxxx - Xxxxxxxxxxxx, XX
Western Savings Building - Philadelphia, PA
Hotel
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PSFS Building - Philadelphia, PA
Other
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Sports World/Stadium Complex - Philadelphia, PA
Land Parcel - Ventnor, NJ
-12-
Schedule 3.3 To Employment Agreement
The following is a list of benefits available to Executive. The Executive has
access to these though he may choose not enroll in all of them.
Medical Plan
------------
Choice of Point of Service or HMO plans available; plans include: Keystone East
Health Plan, Keystone Point of Service, US Healthcare Patriot V, Quality Point
of Service
Dental Plan
-----------
Traditional/DMO plan - Prudential
Life Insurance
--------------
Core of $10,000 - Fortis
Buy-up available for Executive to $300,000 and dependent life insurance
available - Fortis
AD&D Insurance
--------------
Core of $10,000 - Fortis
Buy-up available for Executive to $310,000 and dependents AD&D insurance
available - AIG
STD Insurance
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Provides 50% or 100% of weekly salary up to cap of $1,200 per week after the 4th
week - self insured
LTD Insurance
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Core of 50% of monthly salary up to cap of $1,000 per month - Fortis
Buy-up available for 60% of monthly salary up to cap of $3,750 per month
- Fortis
Executive LTD at 60% of monthly earnings up to a cap of $8,000 - Provident
Business Travel Accident Insurance
----------------------------------
Up to $100,000 benefit - CIGNA
Employee Assistance Program
---------------------------
Core benefit provided at no cost to Executive - Directions
Vision Care Plan
----------------
Provides discounts on eyeware - Outlook Vision Services
Flexible Spending Accounts
--------------------------
Both Medical and Dependent Care FSA available; $2,000 in medical FSA allowed,
$5,000 in dependent FSA allowed. [Not available for partners over 2%]
401(k) Plan
-----------
Executive contribution of 1-15% of salary
Company match of 75% up to the first 4% of Executive's contributions
Then match equals 50% up to the next 2% of Executive's contributions
