EX-10 10 ex10-11.txt EXHIBIT 10.11 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 2003 EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the ___ day of _________________, 200_ (the "Grant Date"), is between Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the "Trust"), and ________________ (the "Optionee"), a [CHOOSE ONE] [key employee, non-employee trustee] of the Trust [choose if key employee] [or one of its "Subsidiary Entities,"] as defined in the Pennsylvania Real Estate Investment Trust 2003 Equity Incentive Plan (the "Plan"). WHEREAS, the Trust desires to give the Optionee the opportunity to purchase shares of beneficial interest in the Trust ("Shares") in accordance with the provisions of the Plan, a copy of which is attached hereto; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Grant of Option. The Trust hereby grants to the Optionee the right and option (the "Option") to purchase all or any part of an aggregate of ______ Shares. The Option 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 (but only to the extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Option Agreement. The Option granted hereunder is intended to be a nonqualified stock option ("NQSO") and not an incentive stock option ("ISO") as such term is defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Exercise Price. The exercise price of the Shares covered by this Option shall be $_______ per Share. It is the determination of the Trust's Executive Compensation and Human Resources Committee (the "Committee") that on the Grant Date the exercise price was not less than the greater of (i) 100% of the "Fair Market Value" (as defined in the Plan) of a Share, or (ii) the par value of a Share. 3. Term. Unless earlier terminated pursuant to any provision of the Plan or of this Option Agreement, this Option shall expire on _______ __, 20__ (the "Expiration Date"), which date is not more than 10 years from the Grant Date. This Option shall not be exercisable on or after the Expiration Date. 4. Exercise of Option. The Optionee shall have the right to purchase from the Trust, on and after the following dates, the following number of Shares, provided the Optionee has not terminated his or her service as of the applicable vesting date: Date Installment ---------------- Becomes Exercisable Number of Option Shares ------------------- ----------------------- ________________________ _____ Shares ________________________ an additional _____ Shares ________________________ an additional _____ Shares ________________________ an additional _____ Shares The Committee may accelerate any exercise date of the Option, in its discretion, if it deems such acceleration to be desirable. Once the Option becomes exercisable, it will remain exercisable until it is exercised or until it terminates. 5. Method of Exercising Option. Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by written notice to the Trust at its principal office, which is presently located at 200 South Broad Street, Philadelphia, PA 19102-3803. The form of such notice is attached hereto and shall state the election to exercise the Option and the number of whole Shares with respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied by payment of the full exercise price of such Shares. Only full Shares will be issued. The exercise price shall be paid to the Trust - (a) in cash, or by check (in a form acceptable to the Committee), bank draft, or postal money order; [THE COMMITTEE SHOULD SELECT WHICH, IF ANY, OF THE FOLLOWING METHODS OF PAYMENT, AS SET FORTH IN BRACKETS, WILL BE PERMITTED IN ADDITION TO (A):] [(b) in Shares previously acquired by the Optionee; provided, however, that such Shares have been held by the Optionee for such period of time as required to be considered "mature" Shares for purposes of accounting treatment; (c) by delivering a properly executed notice of exercise of the Option to the Trust and a broker, with irrevocable instructions to the broker promptly to deliver to the Trust the amount of sale or loan proceeds necessary to pay the exercise price of the Option; or (d) in any combination of (a), (b) and (c).] In the event the exercise price is paid, in whole or in part, with Shares, the portion of the exercise price so paid shall be equal to the Fair Market Value of the Shares surrendered on the date of exercise. Upon receipt of notice of exercise and payment, the Trust shall deliver a certificate or certificates representing the Shares with respect to which the Option is so exercised. The Optionee shall obtain the rights of a shareholder upon the receipt of a certificate(s) representing such Shares. - 2 - Such certificate(s) shall be registered in the name of the person so exercising the Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the notice exercising the Option, shall be registered in the name of the Optionee and the Optionee's spouse, jointly, with right of survivorship), and shall be delivered as provided above to, or upon the written order of, the person exercising the Option. In the event the Option is exercised by any person after the death or "Disability" (as defined in Section 2(l) of the Plan) of the Optionee, the notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that are purchased upon exercise of the Option as provided herein shall be fully paid and non-assessable. 6. Non-Transferability of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or, in the event of his or her Disability, by his or her guardian or legal representative. 7. Termination of Service [or Board Membership]. If the Optionee's service with the Trust and all Subsidiary Entities [or membership on the Board of Trustees ("Board")] is terminated for any reason (other than death or Disability) prior to the Expiration Date, this Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of such termination of service [or Board Membership], or to any greater extent permitted by the Committee in its discretion, by the Optionee at any time prior to the earlier of (i) the Expiration Date, or (ii) three months after such termination of service [or Board Membership]. 8. Disability. If the Optionee incurs a Disability during his or her service [or Board Membership] and, prior to the Expiration Date, the Optionee's service [or Board Membership] is terminated as a consequence of such Disability, this Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of such termination of service [or Board Membership], or to any greater extent permitted by the Committee in its discretion, by the Optionee or by the Optionee's legal representative at any time prior to the earlier of (i) the Expiration Date, or (ii) one year after such termination of service [or Board Membership]. 9. Death. If the Optionee dies during his or her service [or Board Membership] and prior to the Expiration Date, or if the Optionee's service [or Board Membership] is terminated for any reason (as described in ParagraphS 7 and 8) and the Optionee dies following his or her termination of service [or Board Membership], but prior to the earlier of the Expiration Date or the expiration of the period determined under Paragraph 7 or 8 (as applicable to the Optionee), this Option may be exercised, to the extent of the number of Shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee in its discretion, by the Optionee's estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee's death, at any time prior to the earlier of (i) the Expiration Date or (ii) one year after the date of the Optionee's death. - 3 - 10. Withholding of Taxes. The obligation of the Trust to deliver Shares upon the exercise of this Option shall be subject to applicable federal, state, and local tax withholding requirements. [IF THE COMMITTEE DESIRES TO PERMIT THE OPTIONEE TO SATISFY THE WITHHOLDING REQUIREMENTS THROUGH THE USE OF SHARES, THE BRACKETED PROVISIONS SHOULD BE INSERTED.] [If the exercise of the Option is subject to the withholding requirements of applicable federal, state and/or local tax law, the Optionee, subject to the provisions of the Plan and such additional withholding rules (the "Withholding Rules") as shall be adopted by the Committee, may satisfy the withholding tax, in whole or in part, by electing to have the Trust withhold (or by returning to the Trust) Shares which Shares shall be valued, for this purpose, at their Fair Market Value on the date the amount attributable to the exercise of the Option is includable in income by the Optionee under section 83 of the Code. Such election must be made in compliance with and subject to the Withholding Rules, and the Trust may limit the number of withheld Shares to the extent necessary to avoid adverse accounting consequences. 11. Governing Law. This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and Options granted thereunder. IN WITNESS WHEREOF, the Trust has caused this Nonqualified Stock Option Agreement to be duly executed by its duly authorized officer, and the Optionee has hereunto set his or her hand and seal, all as of the day and year first above written. PENNSYLVANIA REAL ESTATE INVESTMENT TRUST By:________________________ ___________________________ Optionee - 4 - PENNSYLVANIA REAL ESTATE INVESTMENT TRUST 2003 EQUITY INCENTIVE PLAN Notice of Exercise of Nonqualified Stock Option I hereby exercise the nonqualified stock option granted to me pursuant to the Nonqualified Stock Option Agreement dated as of _____________ __, 200_, by Pennsylvania Real Estate Investment Trust (the "Trust"), with respect to the following number of Shares, par value $1.00 per Share, covered by said option: Number of Shares to be purchased __________________ Purchase price per Share $_________________ Total purchase price $_________________ A. Enclosed is cash or my check, bank draft, or money order in the amount of $________ in full/partial [CIRCLE ONE] payment for such Shares; [SELECT B AND C IF SIMILAR SELECTIONS WERE MADE IN PARAGRAPH 5 OF THE AGREEMENT] and/or B. Enclosed is/are ______ Share(s) with a total fair market value of $__________ on the date hereof in full/partial [CIRCLE ONE] payment for such Shares; and/or C. I have provided notice to ______________________ [INSERT NAME OF BROKER], a broker, who will render full/partial [CIRCLE ONE] payment for such Shares. [OPTIONEE SHOULD ATTACH TO THE NOTICE OF EXERCISE PROVIDED TO SUCH BROKER A COPY OF THIS NOTICE OF EXERCISE AND IRREVOCABLE INSTRUCTIONS TO PAY TO THE TRUST THE FULL/PARTIAL (AS ELECTED ABOVE) EXERCISE PRICE.] Please have the certificate or certificates representing the purchased Shares registered in the following name or names:* __________________, and sent to ________________________. DATED: ___________________________, 200_ ___________________________ Optionee's Signature ------------------ * Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse.