Exhibit 10.3


 


FORM
OF RESTRICTED STOCK AWARD AGREEMENT


 


THE MACERICH COMPANY


 


RESTRICTED STOCK AWARD AGREEMENT


2003 EQUITY INCENTIVE PLAN


 


	
  Participant
  Name:

  	
   

  	
  «Name»

  
	
  Soc.
  Sec. No.:

  	
   

  	
  «SSN»

  
	
  No. of
  Shares:

  	
   

  	
  «Shares»  (1)

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  33 1/3% of the shares
  on each successive [March]     , beginning [March]     ,
         and ending [March]     ,      .

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
  [March]       ,
          

  



 


THIS
AGREEMENT is among THE MACERICH COMPANY,
a Maryland corporation (the “Corporation”), THE MACERICH
PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating
Partnership”), and the Participant named above (the “Participant”) and is
delivered under The Macerich Company 2003 Equity Incentive Plan which includes
any applicable programs under the Plan (the “Plan”).


 


W I T N E S S E T H


 


WHEREAS,
pursuant to the Plan, the Corporation has granted to the Participant with
reference to services rendered and to be rendered to the Company, effective as
of the Award Date, a restricted stock award (the “Restricted Stock Award” or “Award”),
upon the terms and conditions set forth herein and in the Plan.


 


NOW
THEREFORE, in consideration of services rendered and to be
rendered by the Participant and the mutual promises made herein and the mutual
benefits to be derived therefrom, the parties agree as follows:


 


1.             Defined Terms. Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.


 


2.             Grant. Subject to
the terms of this Agreement and the Plan, the Corporation grants to the
Participant a Restricted Stock Award with respect to an aggregate number of
shares of Common Stock, par value $.01 per share (the “Restricted Stock”) set
forth


 






(1) Subject to adjustment under Section 6.2 of the Plan and the
terms of this Agreement.


 

















 


above. The consideration for the shares issuable with respect to the
Award on the terms set forth in this Agreement includes services and other
consideration in an amount not less than the minimum lawful consideration under
Maryland law.


 


3.             Vesting. The
Award shall vest, and restrictions (other than those set forth in Section 6.4
of the Plan) shall lapse, with respect to the portion of the total number of
shares (subject to adjustment under Section 6.2 of the Plan), as reflected in
the Vesting Schedule above, subject to earlier termination or acceleration as
provided herein or in the Plan.


 


4.             Continuance of Employment
Required. The Participant agrees to provide services to
the Company in consideration for the conditional rights to the unvested shares
of Restricted Stock subject to the Award granted hereunder. Except as otherwise
provided in Sections 8(c) or 9 or pursuant to the Plan, the Vesting Schedule
requires continued service through each applicable vesting date as a condition
to the vesting of the applicable installment and rights and benefits under this
Agreement. Partial service, even if substantial, during any vesting period will
not entitle the Participant to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment or service as provided in Section 8 below or under the Plan.


 


5.             Dividend and Voting Rights.
After the Award Date, the Participant shall be entitled to cash dividends and
voting rights with respect to the shares of Restricted Stock subject to the
Award even though such shares are not vested, provided that such rights shall
terminate immediately as to any shares of Restricted Stock that cease to be
eligible for vesting.


 


6.             Restrictions on Transfer.
Prior to the time they become vested, neither the shares of Restricted Stock
comprising the Award, nor any other rights of the Participant under this
Agreement or the Plan may be transferred, except as expressly provided in
Sections 1.8 and 4.1 of the Plan. No other exceptions have been authorized by
the Committee.


 


7.             Stock Certificates.


 


(a)           Book Entry Form; Information
Statement; Power of Attorney. The Corporation shall issue the
shares of Restricted Stock subject to the Award in book entry form, registered
in the name of the Participant with notations regarding applicable restrictions
on transfer. Concurrent with the execution and delivery of this Agreement, the
Corporation shall deliver to the Participant a written information statement
with respect to such shares, and, to the extent requested, the Participant
shall deliver to the Corporation an executed stock power, in blank, with
respect to such shares. The Participant, by receipt of the Award, shall be
deemed to appoint the Corporation and each of its authorized representatives as
the Participant’s attorney(s)-in-fact to effect any transfer of unvested
forfeited shares (or shares otherwise reacquired by the Corporation hereunder)
to the Corporation as may be required pursuant to the Plan or this Agreement
and to execute such documents as the Corporation or such representatives deem
necessary or advisable in connection with any such transfer.


 


(b)           Certificates to be Held by
Corporation; Legend. Any certificates representing Restricted
Stock that the Participant may be entitled to receive from the Corporation
prior to vesting shall be redelivered to the Corporation to be held by the
Corporation until the restrictions on such shares shall have lapsed and the
shares shall thereby have become


 


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vested or the shares represented thereby have been forfeited hereunder.
Such certificates shall bear the following legend:


 


“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions contained in an Agreement entered into
between the registered owner, The Macerich Partnership L.P. and The Macerich
Company. A copy of such Agreement is on file in the office of the Secretary of
The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica,
California 90401.”


 


(c)           Delivery of Certificates Upon
Vesting. Promptly after the lapse or other release of
restrictions, a certificate or certificates evidencing the number of shares of
Common Stock as to which the restrictions have lapsed or been released or such
lesser number as may be permitted pursuant to Section 6.5 of the Plan shall be
delivered to the Participant or other person entitled under the Plan to receive
the shares. The Participant or such other person shall deliver to the
Corporation any representations or other documents or assurances required
pursuant to Section 6.4 of the Plan. The shares so delivered shall no longer be
restricted shares hereunder. Pursuant to Section 1.7 of the Plan, fractional
share interests shall be disregarded, but may be accumulated. The Committee,
however, may determine that cash, securities or other property will be paid or
transferred in lieu of fractional share interests.


 


8.             Effect of Termination of
Employment.


 


(a)           Forfeiture after Certain Events.
Except as provided in Sections 8(c) and 9 hereof, the Participant’s shares
of Restricted Stock shall be forfeited to the extent such shares have not
become vested upon the date the Participant is no longer employed by the Company
for any reason, whether with or without cause, voluntarily or involuntarily. If
an entity ceases to be a Subsidiary, such action shall be deemed to be a
termination of employment of all employees of that entity, but the Committee,
in its sole and absolute discretion, may make provision in such circumstances
for accelerated vesting of some or all of the remaining restricted shares under
any Awards held by such employees, effective immediately prior to such event.


 


(b)           Return of Shares. Upon
the occurrence of any forfeiture of shares of Restricted Stock hereunder, such
unvested, forfeited shares shall, without payment of any consideration by the
Corporation for such transfer, be automatically transferred to the Corporation,
without any other action by the Participant, or the Participant’s Beneficiary
or Personal Representative, as the case may be. The Corporation may exercise
its powers under Section 7(a) hereof and take any other action necessary or
advisable to evidence such transfer. The Participant, or the Participant’s
Beneficiary or Personal Representative, as the case may be, and the Operating
Partnership shall deliver any additional documents of transfer that the
Corporation may request to confirm the transfer of such unvested, forfeited
shares to the Corporation.


 


(c)           Qualified Termination Upon or
Following Change in Control Event. Subject to Section 18, if the
Participant upon or not later than 12 months following a Change in Control
Event has a Qualified Termination (as defined in Section 7.1(gg) of the Plan) 


 


3

















 


or terminates his or her employment for Good Reason, then any portion
of the Award that has not previously vested shall thereupon vest, subject to
the provisions of Sections 6.2(a), 6.2(e), 6.4 and 6.5 of the Plan and Sections
11 and 12 of this Agreement. As used in this Agreement, the term “Good Reason”
means a termination of employment by the Participant for any one or more of the
following reasons, to the extent not remedied by the Company within a
reasonable period of time after receipt by the Company of written notice from
the Participant specifying in reasonable detail such occurrence, without the
Participant’s written consent thereto: (1)  an adverse and
significant change in the Participant’s position, duties, responsibilities or
status with the Company; 
(2)  a change in the Participant’s principal office location
to a location farther away from the Participant’s home which is more than 30
miles from the Participant’s principal office; 
(3)  the taking of any action by the Company to eliminate
benefit plans without providing substitutes therefor, to materially reduce
benefits thereunder or to substantially diminish the aggregate value of the
incentive awards or other fringe benefits; provided that if neither a surviving
entity nor its parent following a Change in Control Event is a publicly-held
company, the failure to provide stock-based benefits shall not be deemed Good
Reason if benefits of comparable value using recognized valuation methodology
are substituted therefor; and provided further that a reduction or elimination
in the aggregate of not more than 10% in aggregate benefits in connection with
across the board reductions or modifications affecting persons similarly
situated of comparable rank in the Company or a combined organization shall not
constitute Good Reason; 
(4)  any reduction in the Participant’s Base Salary; or (5)  any
material breach by the Company of any written employment or management
continuity agreement with the Participant. For purposes of the definition of “Good
Reason,” the term “Base Salary” means the annual base rate of compensation
payable as salary to the Participant by the Company as of the Participant’s
date of termination, before deductions or voluntary deferrals authorized by the
Participant or required by law to be withheld from the Participant by the
Company, and salary excludes all other extra pay such as overtime, pensions,
severance payments, bonuses, stock incentives, living or other allowances, and
other benefits and perquisites.


 


9.             Effect of Total Disability,
Death or Retirement. If the Participant incurs a Total
Disability or dies while employed by the Company, then any portion of his or
her Award that has not previously vested shall thereupon vest, subject to the
provisions of Sections 6.4 and 6.5 of the Plan. If the Participant’s employment
with the Company terminates as a result of his or her Retirement, the Committee
may, on a case-by-case basis and in its sole discretion, provide for partial or
complete vesting prior to Retirement of that portion of his or her Award that
has not previously vested.


 


10.          Adjustments Upon Specified Events.
Upon the occurrence of certain events relating to the Corporation’s stock
contemplated by Section 6.2 of the Plan, the Committee shall make adjustments
as it deems appropriate in the number and kind of securities or other
consideration that may become vested under an Award. If any adjustment shall be
made under Section 6.2 of the Plan or a Change in Control Event shall occur and
the shares of Restricted Stock are not fully vested upon such Event or prior
thereto, the restrictions applicable to such shares of Restricted Stock shall
continue in effect with respect to any consideration or other securities (the “Restricted
Property” and, for the purposes of this Agreement, “Restricted Stock” shall
include “Restricted Property,” unless the context otherwise requires) received
in respect of such Restricted Stock. Such Restricted Property shall vest at
such times and in such


 


4

















 


proportion as the shares of Restricted Stock to which the Restricted
Property is attributable vest, or would have vested pursuant to the terms
hereof if such shares of Restricted Stock had remained outstanding. Notwithstanding
the foregoing, to the extent that the Restricted Property includes any cash,
the commitment hereunder shall become an unsecured promise to pay an amount
equal to such cash (with earnings attributable thereto as if such amount had
been invested, pursuant to policies established by the Committee, in interest
bearing, FDIC-insured (subject to applicable insurance limits) deposits of a
depository institution selected by the Committee) at such times and in such
proportions as the Restricted Stock would have vested.


 


11.          Possible Early Termination of Award.
As permitted by Section 6.2(b) of the Plan, and without limiting the authority
of the Committee under other provisions of Section 6.2 of the Plan or Section 8
of this Agreement, the Committee retains the right to terminate the Award, to
the extent it has not vested, upon a dissolution of the Corporation or a
reorganization event or transaction in which the Corporation does not survive
(or does not survive as a public company in respect of its outstanding common
stock). This Section 11 is not intended to prevent future vesting of the Award
if it (or a substituted award) remains outstanding following a Change in
Control Event.


 


12.                               Limitations
on Acceleration and Reduction in Benefits in Event of Tax Limitations.


 


(a)           Limitation on Acceleration.
Notwithstanding anything contained herein (except as otherwise provided in
Section 18 hereof) or in the Plan or any other agreement to the contrary, in no
event shall the vesting of any share of Restricted Stock be accelerated
pursuant to Section 6.3 of the Plan or Section 8(c) hereof to the extent that
the Company would be denied a federal income tax deduction for such vesting
because of Section 280G of the Code and, in such circumstances, the restricted
shares not subject to acceleration will continue to vest in accordance with and
subject to the other provisions hereof.


 


(b)           Reduction in Benefits.
If the Participant would be entitled to benefits, payments or coverage
hereunder and under any other plan, program or agreement which would constitute
“parachute payments,” then notwithstanding any other provision hereof (except
as otherwise provided in Section 18 hereof) or of any other existing agreement
to the contrary, the Participant may by written notice to the Secretary of the
Corporation designate the order in which such “parachute payments” shall be
reduced or modified so that the Company is not denied federal income tax
deductions for any “parachute payments” because of Section 280G of the Code.


 


(c)           Determination of Limitations.
The term “parachute payments” shall have the meaning set forth in and be
determined in accordance with Section 280G of the Code and regulations issued
thereunder. All determinations required by this Section 12, including without
limitation the determination of whether any benefit, payment or coverage would
constitute a parachute payment, the calculation of the value of any parachute
payment and the determination of the extent to which any parachute payment
would be nondeductible for federal income tax purposes because of Section 280G
of the Code, shall be made by an independent accounting firm (other than the
Corporation’s outside auditing firm) having nationally


 


5

















 


recognized expertise in such matters selected by the Committee. Any
such determination by such accounting firm shall be binding on the Corporation,
its Subsidiaries and the Participant.


 


13.          Tax Withholding. The
entity within the Company last employing the Participant shall be entitled to
require a cash payment by or on behalf of the Participant and/or to deduct from
other compensation payable to the Participant any sums required by federal,
state or local tax law to be withheld with respect to the payment of dividends
or the vesting of any Restricted Stock, but, in the alternative the Participant
or other person in whom the Restricted Stock vests may irrevocably elect, in
such manner and at such time or times prior to any applicable tax date as may
be permitted or required under Section 6.5 of the Plan and rules established by
the Committee, to have the entity last employing the Participant withhold and
reacquire shares of Restricted Stock at their Fair Market Value at the time of
vesting to satisfy any minimum withholding obligations of the Company with
respect to such vesting. Any election to have shares so held back and
reacquired shall be subject to such rules and procedures, which may include
prior approval of the Committee, as the Committee may impose, and shall not be
available if the Participant makes or has made an election pursuant to Section
83(b) of the Code with respect to such Award.


 


14.          Notices. Any notice
to be given under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal office located at 401 Wilshire Boulevard,
Suite 700, Santa Monica, California 90401, to the attention of the Corporate
Secretary and to the Participant at the address given beneath the Participant’s
signature hereto, or at such other address as either party may hereafter
designate in writing to the other.


 


15.          Plan. The Award and
all rights of the Participant with respect thereto are subject to, and the
Participant agrees to be bound by, all of the terms and conditions of the
provisions of the Plan, incorporated herein by reference, to the extent such
provisions are applicable to Awards granted to Eligible Persons. The
Participant acknowledges receipt of a copy of the Plan, which is made a part
hereof by this reference, and agrees to be bound by the terms thereof. Unless
otherwise expressly provided in other Sections of this Agreement, provisions of
the Plan that confer discretionary authority on the Committee do not (and shall
not be deemed to) create any rights in the Participant unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the
Committee specifically so conferred by appropriate action of the Committee
under the Plan after the date hereof.


 


16.          No Service Commitment by Company.
Nothing contained in this Agreement or the Plan constitutes an employment or
service commitment by the Company, affects the Participant’s status as an
employee at will who is subject to termination without cause, confers upon the
Participant any right to remain employed by the Company, interferes in any way
with the right of the Company at any time to terminate such employment, or
affects the right of the Company to increase or decrease the Participant’s
other compensation or benefits. Nothing in this Section, however, is intended
to adversely affect any independent contractual right of the Participant
without his or her consent thereto. Employment for any period of time
(including a substantial period of time) after the Award Date will not entitle
the Participant to any proportionate vesting or avoid or mitigate a termination
of rights and benefits upon or


 


6

















 


following a termination of employment as provided in Section 3 or 8
above if the express conditions to vesting set forth in such Sections have not
been satisfied.


 


17.          Limitation on Participant’s Rights.
This Award confers no  rights or
interests other than as herein provided. This Agreement creates only a
contractual obligation on the part of the Company as to amounts payable and
shall not be construed as creating a trust.


 


18.          Other
Agreements. If any provision of this Agreement is
inconsistent with any provision of the Management Continuity Agreement dated as
of October 26, 2006 between the Corporation and Participant and as it may be
amended from time-to-time (the “MCA”), the provisions of the MCA shall control
and shall be deemed incorporated herein by reference.


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written. By the Participant’s execution of this
Agreement, the Participant agrees to the terms and conditions of this Agreement
and of the Plan.


 


	
  THE
  MACERICH COMPANY

  
	
  (a Maryland
  corporation)

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Richard A. Bayer

  
	
   

  	
  Executive Vice
  President, Chief Legal Officer & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  THE
  MACERICH PARTNERSHIP, L.P.

  
	
  (a Delaware
  limited partnership)

  
	
   

  
	
  By:

  	
  The Macerich
  Company

  
	
   

  	
  (its general
  partner)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Executive Vice
  President, Chief Legal Officer & Secretary

  
						



 


 


	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  «Name»

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (City, State, Zip Code)

  	
   

  



 


8

















 


CONSENT
OF SPOUSE


 


In
consideration of the execution of the foregoing Restricted Stock Award
Agreement by The Macerich Company and The Macerich Partnership L.P., I,                             ,
the spouse of the Participant therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Award Agreement and do hereby agree to
be bound by all of the terms and provisions thereof and of the Plan.


 


	
  Dated:                               ,
              .

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of
  Spouse

  



 


9

















 


IRREVOCABLE
POWER OF ATTORNEY


(Coupled with an
interest)


 


KNOW ALL MEN BY THESE
PRESENTS, that I hereby constitute and appoint Thomas E. O’Hern and Richard A.
Bayer and their respective successors in office as Chief Financial Officer and
Secretary of The Macerich Company (the “Company”), my true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for me and in my name, place and stead, in any
and all capacities, to sign any documents and to take any other action to
effect the transfer and delivery of up to                   
shares (the “Shares”) of Common Stock of the Company issued in my name back to
the Company in the event of any occurrence that requires the return to the
Company of any or all of the Shares under the terms of the Company’s 2003
Equity Incentive Plan (the “Plan”) and the related Restricted Stock Award
Agreement to me thereunder dated as of                             
(the “Award”), each as amended from time to time. I further hereby grant unto
said attorneys-in-fact and agents, each acting alone, full power and authority
to do and perform each and every act and thing whatsoever requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as I might or could do in person, hereby ratifying, confirming and
approving all of the acts which said attorneys-in-fact and agents, each acting
alone, or their respective substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.


 


By this document I intend
to create a power of attorney coupled with an interest in the Shares to be held
by the Company pending satisfaction of conditions to vesting under the terms of
the Award and the Plan for an indefinite period of time not less than 10 years.
This power of attorney is a durable power of attorney and shall not be affected
by my subsequent incapacity or disability or death. I understand that the Award
and any continued benefits thereunder is subject to the condition that I grant
and the Company or its agents hold an effective power of attorney to the effect
set forth herein.


 


This power of attorney is
irrevocable by me at any time prior to the vesting of all of the Shares in
accordance with the terms of the Award and the release of all restrictions on
the Shares thereunder.


 


	
   

  	
   

  	
  Signature:

  	
   

  
	
  Date

  	
  Name:

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Place

  	
   

  	
   

  
					



 


10

















 


ASSIGNMENT
SEPARATE FROM CERTIFICATE


 


For Value Received,                              
hereby sells[s], assign[s] and transfer[s] unto The Macerich Company (the “Corporation”)
                              
Shares of the Common Stock of the Corporation standing in his/her name on the
books of the Corporation and do hereby irrevocably constitute and appoint
Richard A. Bayer, attorney-in-fact, with full power of substitution to transfer
said shares on the books of the Corporation.


 


 


	
   

  	
  Dated:                         ,
  20   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  «Name»

  
					



 


11

















 


THE
MACERICH COMPANY


 


RESTRICTED
STOCK AWARD


INFORMATION
STATEMENT


 


General Information


 


This information
statement has been provided to «Name»
(the “Participant”) in connection with a Restricted Stock Award granted to the
Participant by The Macerich Company, a Maryland corporation (the “Corporation”),
pursuant to a Restricted Stock Award Agreement dated as of [March]       ,
            among the
Participant, the Corporation and The Macerich Partnership, L.P. (the “Award
Agreement”) under the Corporation’s 2003 Equity Incentive Plan (the “Plan”). Capitalized
terms used herein as not otherwise defined herein shall have the meanings
assigned to them in the Agreement and the Plan.


 


Restricted Stock issued
to the Participant pursuant to the Award Agreement will be represented in book
entry form. This information statement is provided to the Participant pursuant
to §2-210 of the Maryland General Corporation Law.


 


Award Summary


 


	
  Participant Name:

  	
   

  	
  «Name»

  
	
  Issuer Name:

  	
   

  	
  The Macerich Company

  
	
  Class of Security:

  	
   

  	
  Common Stock, par value
  $.01 per share

  
	
  Number of Securities:

  	
   

  	
  «Shares»
  shares

  



 


No Security


 


THIS STATEMENT IS MERELY
A RECORD OF THE RIGHTS OF THE ADDRESSEE AS OF THE TIME OF ITS ISSUANCE. DELIVERY
OF THIS STATEMENT, OF ITSELF, DOES NOT CONFER ANY RIGHTS UPON THE RECIPIENT. THE
STATEMENT IS NEITHER A NEGOTIABLE INSTRUMENT NOR A SECURITY.


 


Availability of Further
Information Concerning the Capital Stock of the Corporation


 


The Corporation is
authorized to issue three classes of capital stock which are designated as Common
Stock, Preferred Stock and Excess Stock. The Corporation will furnish to any
stockholder on request and without charge a full statement of the designations
and any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the stock of each class which the Corporation is authorized to
issue, and the differences in the relative rights and preferences between the
shares of each series to the extent they have been set, and the authority of
the Board of Directors to set the relative rights and preferences of subsequent
series. Such request may be made to the Secretary of the Corporation or to its
transfer agent.


 


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Restrictions on Transfer


 


The transferability of
Restricted Stock is subject to the terms and conditions contained in the Award
Agreement and the Plan. A copy of the Award Agreement is on file in the office
of the Secretary of the Corporation.


 


The securities
represented by this certificate are also subject to restrictions on ownership
and transfer for the purpose of the Corporation’s maintenance of its status as
a real estate investment trust under the Internal Revenue Code of 1986, as
amended (the “Code”). Except as otherwise provided pursuant to the charter of
the Corporation, no Person may (1) Beneficially Own shares of Equity Stock in
excess of 5.0% (or such greater percentage as may be provided in the charter of
the Corporation) of the number or value of the outstanding Equity Stock of the
Corporation (unless such Person is an Excluded Participant), or (2)
Beneficially Own Equity Stock that would result in the Corporation being “closely
held” under Section 856(h) of the Code (determined without regard to Code
Section 856(h)(2) and by deleting the words “the last half of” in the first
sentence of Code Section 542(a)(2) in applying Code Section 856(h)), or (3)
Beneficially Own Equity Stock that would result in Common Stock and Preferred
Stock being beneficially owned by fewer than 100 Persons (determined without
reference to any rules of attribution). Any Person who attempts to Beneficially
Own shares of Equity Stock in excess of the above limitations must immediately
notify the Corporation. All capitalized terms in this paragraph have the
meanings defined in the Corporation’s charter, as the same may be further
amended from time to time, a copy of which, including the restrictions on
ownership or transfer, will be sent without charge to each stockholder who so
requests. Transfers or other events in violation of the restrictions described
above shall be null and void ab initio, and
the purported transferee or purported owner shall acquire or retain no rights
to, or economic interest in, any Equity Stock held in violation of these
restrictions. The Corporation may redeem such shares upon the terms and
conditions specified by the Board of Directors in its sole discretion if the
Board of Directors determines that a Transfer or other event would violate the
restrictions described above. In addition, if the restrictions on ownership or
transfer are violated, the shares of Equity Stock represented hereby shall be
automatically exchanged for shares of Excess Stock which will be held in trust
for the benefit of a Beneficiary. Excess Stock may not be transferred at a
profit. The Corporation has an option to acquire Excess Stock under certain
circumstances. The foregoing restrictions may also delay, defer or prevent a
change of control of the Corporation or other transaction which could be in the
best interests of stockholders.


 


The Corporation will
furnish information about all of the restrictions on transferability of these
securities to the stockholder, on request and without charge.


 


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