Exhibit 10.2


 


THE MACERICH COMPANY


 


AMENDED AND RESTATED CASH
BONUS/RESTRICTED

STOCK AND LTIP UNIT AWARD PROGRAM


 


UNDER THE 2003 EQUITY INCENTIVE
PLAN


 


(JULY 26, 2007)


 

















 


THE MACERICH COMPANY


 


AMENDED AND RESTATED CASH BONUS/RESTRICTED STOCK AND LTIP UNIT

AWARD PROGRAM UNDER THE 2003 EQUITY INCENTIVE PLAN


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  TITLE, PURPOSE AND AUTHORIZED
  SHARES

  	
  1

  
	
  ARTICLE II

  	
  DEFINITIONS

  	
  1

  
	
  ARTICLE III

  	
  PARTICIPATION

  	
  3

  
	
  ARTICLE IV

  	
  RESTRICTED STOCK, LTIP UNIT OR CASH
  ELECTIONS

  	
  3

  
	
  ARTICLE V

  	
  RESTRICTED STOCK AWARDS

  	
  4

  
	
  ARTICLE VI

  	
  LTIP UNIT AWARDS

  	
  4

  
	
  ARTICLE VII

  	
  ADMINISTRATION

  	
  5

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
  6

  
	
  EXHIBIT A

  	
  ELECTION FORM

  	
  8

  



 

















 


THE MACERICH COMPANY


 


AMENDED AND RESTATED CASH BONUS/RESTRICTED STOCK
AND

LTIP UNIT AWARD PROGRAM UNDER THE 2003 EQUITY INCENTIVE PLAN


 


ARTICLE I

TITLE, PURPOSE AND AUTHORIZED SHARES


 


1.1          TITLE


 


This
Program shall be known as The Macerich Company Amended and Restated Cash
Bonus/Restricted Stock and LTIP Unit Award Program under the 2003 Equity
Incentive Plan.


 


1.2          PURPOSE


 


The
purpose of this Program is to promote the success of the Company and the
interest of its stockholders by providing an additional means to attract,
motivate, retain and reward key employees, including officers, by providing an
opportunity to convert cash bonus opportunities into Restricted Stock and/or
LTIP Units, enhancing compensation deferral opportunities and offering
additional incentives to increase stock ownership in the Company.


 


1.3          SHARES


 


The
aggregate number of shares of Common Stock issuable under this Program shall be
charged against and subject to the limits on the available shares under the
Plan.


 


ARTICLE II

DEFINITIONS


 


Whenever
the following terms are used in this Program they shall have the meaning
specified below unless the context clearly indicates to the contrary. Capitalized
terms not otherwise defined shall have the meaning assigned to such terms in
the Plan.


 


2.1          BONUS ELECTION DATE
means, for a Cash Bonus with respect to a Year, the September 30 of such Year. Effective
in 2008, the Bonus Election Date shall be changed to June 30 of each Year.


 


2.2          BONUS PAYMENT DATE
means the date designated by the  Committee between
January 1 and March 15 of each Year on which the Cash Bonus with respect to the
prior Year is or would otherwise be received by the Participant.


 


2.3          CASH BONUS means an
incentive award granted by the Committee, whether or not under the terms of the
Plan, that but for elections under this Program would be paid solely in cash.


 

















 


2.4          COMMON STOCK means shares
of the Company’s common stock, par value $0.01 per share, either currently
existing or authorized hereafter.


 


2.5          COMMON UNITS means
the common partnership units of the Partnership.


 


2.6          CONVERSION AMOUNT
means the dollar equivalent of the Cash Bonus elected by the Participant to be
converted to a Restricted Stock and/or LTIP Unit Award under this Program.


 


2.7          EFFECTIVE DATE means,
with respect to this amended and restated Program, July 26, 2007.


 


2.8          ELIGIBLE EMPLOYEE
means, with respect to any Year, any officer or key employee of the Company or
a Subsidiary who has been designated by the Committee as potentially eligible
to receive a Restricted Stock and/or LTIP Unit Award under this Program for
such Year.


 


2.9          LTIP UNITS means
units of limited partnership interest of the Partnership designated as “LTIP
Units” in the Partnership Agreement awarded under the Plan, having the rights,
voting powers, restrictions, limitations as to distributions, qualifications
and terms and conditions of redemption set forth in the Partnership Agreement.


 


2.10        LTIP UNIT AWARD means
an award of LTIP Units granted by the Committee under the Plan based on the
Conversion Amount.


 


2.11        LTIP UNIT AWARD AGREEMENT
means an agreement evidencing a LTIP Unit Award approved by the Committee as it
may be revised from time to time.


 


2.12        PARTICIPANT means any
Eligible Employee who has delivered to the Company an election agreement
electing to participate in the Program.


 


2.13        PARTNERSHIP means The
Macerich Partnership, L.P.


 


2.14        PLAN means The
Macerich Company 2003 Equity Incentive Plan.


 


2.15        PROGRAM means this The
Macerich Company Amended and Restated Cash Bonus/Restricted Stock and LTIP Unit
Award Program under the 2003 Equity Incentive Plan, as from time to time
amended.


 


2.16        RESTRICTED STOCK means
shares of Common Stock awarded to a Participant pursuant to Article IV of the
Plan.


 


2.17        RESTRICTED STOCK AWARD
means an award of Restricted Stock granted by the Committee under the Plan
based on the Conversion Amount.


 


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2.18        RESTRICTED STOCK AWARD
AGREEMENT means an agreement evidencing a Restricted Stock Award approved
by the Committee as it may be revised from time to time.


 


2.19        YEAR means the
applicable calendar year.


 


ARTICLE III

PARTICIPATION


 


Each
Eligible Employee designated by the Committee for any Year may elect in advance
to receive all or part (in increments and on forms authorized by the Committee)
of any Cash Bonus with respect to such Year that may be granted in the future
in the form of Restricted Stock and/or LTIP Units to the extent provided in
Article IV.


 


ARTICLE IV

RESTRICTED STOCK, LTIP UNIT OR CASH ELECTIONS


 


4.1          TIME AND TYPES OF
ELECTIONS


 


On or
before the relevant Bonus Election Date for a Year, each Eligible Employee may
make an irrevocable election to receive a percentage of the Cash Bonus that may
be granted to the Eligible Employee with respect to such Year in shares of
Restricted Stock and/or LTIP Units, if applicable. This election shall become
effective only if the Committee, in authorizing the Cash Bonus, expressly
recognizes such alternative payment opportunity in Restricted Stock and/or LTIP
Units and grants the Restricted Stock and/or LTIP Units at that time. The
Committee will have the sole discretion to determine whether Restricted Stock
and/or LTIP Units will be offered as alternative payments for the Cash Bonus. A
person who first becomes an Eligible Employee after the applicable deadline
may, within 30 days of becoming and being designated as an Eligible Employee,
make an irrevocable election to receive any Cash Bonuses granted for the
applicable Year (or remaining portion thereof, as the case may be) in
Restricted Stock and/or LTIP Units, if applicable.


 


4.2          ELECTION PROCEDURES


 


The
elections shall be made in writing on forms provided by the Company and
authorized by the Committee. These forms shall be in substantially the form of
the Election Agreement attached hereto as Exhibit A, as from time to time
amended by the Committee. Neither the distribution nor completion of election
agreements shall convey any right to receive a bonus, in cash, Restricted Stock
or LTIP Units. Failure to timely elect Restricted Stock and/or LTIP Units, if
applicable, however, will result in the payment in cash if any Cash Bonus is
awarded.


 


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4.3          TIME AND MANNER OF
DISTRIBUTION


 


A
Participant shall be entitled to receive a number of shares of Restricted Stock
or a number of LTIP Units in accordance with the vesting schedule set forth in
the applicable Restricted Stock Award Agreement or LTIP Unit Award Agreement.


 


4.4          NUMBER OF SHARES/LTIP
UNITS


 


The
number of shares of Restricted Stock and/or the number of LTIP Units to be
granted under this Program shall equal a multiple of the Conversion Amount
divided by the Fair Market Value of a share of Common Stock (without regard to
any restriction) on the applicable Bonus Payment Date. The multiple shall not
be changed as to any election after it is duly made under the terms of this Program
without the consent of the Participant.


 


The
multiple for bonuses shall be 1.5 until changed by the Committee. For example,
assume that prior to September 30, 2007, a Participant elects to receive 40% of
any cash bonus in Restricted Stock or LTIP Units and, on March 31, 2008, the
Company grants him a $40,000 cash bonus. The market value of a share of Common
Stock on the Bonus Payment Date is $30. The Participant will receive $24,000 in
cash and 800 shares of Restricted Stock or 800 LTIP Units, as applicable.


 


4.5          NO FRACTIONAL SHARE
INTERESTS


 


If an
election would result in the issuance of a fractional share, the amount of
Restricted Stock and/or LTIP Units granted shall be rounded down to the next
whole share and the cash alternative amount in lieu of the fractional interest
shall be paid in cash.


 


ARTICLE V

RESTRICTED STOCK AWARDS


 


The
grant of Restricted Stock Awards, including, but not limited to, the terms of
grant, conditions and restrictions, the consideration (other than services) to
be paid, dividend rights, vesting terms, provisions for redelivery to the
Company, and adjustments in case of changes in the Common Stock, shall be
governed by the terms of the Plan, the Program and the Restricted Stock Award
Agreement. After an election is made, the form of the Restricted Stock Award
Agreement (if applicable) may not be changed in any manner materially adverse
to the Participant without his or her consent. All Restricted Stock Awards are
subject to express prior authorization by the Committee of the terms of the
Restricted Stock Award and the specific number of shares of Restricted Stock
thereunder.


 


ARTICLE VI

LTIP UNIT AWARDS


 


The
grant of LTIP Unit Awards, including, but not limited to, the terms of grant,
conditions and restrictions, the consideration (other than services) to be
paid, dividend rights, vesting terms, provisions for redelivery to the Company,
and adjustments in case of changes in the Common Stock, shall be governed by
the terms of the Plan, the Program and the LTIP Unit Award Agreement. After an
election is made, the form of the LTIP Unit Award Agreement (if 


 


4

















 


applicable) may not be changed in any manner
materially adverse to the Participant without his or her consent. All LTIP Unit
Awards are subject to express prior authorization by the Committee of the terms
of the LTIP Unit Award and the specific number of LTIP Units, Common Units and
shares of Common Stock thereunder.


 


ARTICLE VII

ADMINISTRATION


 


7.1          RIGHTS AND DUTIES.


 


This
Program shall be administered by and all Restricted Stock Awards and LTIP Unit
Awards to Eligible Employees shall be authorized by the Committee. The
Committee shall have all powers necessary to accomplish those purposes,
including, but not by way of limitation, the following:


 


(a)           to determine the
particular Eligible Employees who will receive Cash Bonuses, the extent to
which and price at which a Cash Bonus may be settled in shares of Common Stock,
Restricted Stock or LTIP Units, and the other specific terms and conditions of
Restricted Stock and LTIP Units consistent with the express limits of this
Program and the Plan;


 


(b)           to approve from time to
time the election agreement and other forms of Restricted Stock Award Agreement
and LTIP Unit Award Agreement (which need not be identical either as to type of
award or among Participants or from year to year); and


 


(c)           to resolve any
questions concerning benefits payable to a Participant and make all other
determinations and take such other action as contemplated by this Program or
the Plan or as may be necessary or advisable for the administration or
interpretation of this Program.


 


7.2          CLAIMS PROCEDURES.


 


To the
extent the Committee permits deferral elections extending to the termination of
employment or beyond, the following claims procedures shall apply:


 


(a)           The Committee shall
notify Participants and, where appropriate, the Beneficiary(ies) of their right
to claim benefits under these claims procedures, shall make forms available for
filing of such claims, and shall provide the name of the person or persons with
whom such claims should be filed.


 


(b)           The Committee shall act
upon claims as required and communicate a decision to the claimant promptly
and, in any event, not later than 90 days after the claim is received by the
Committee, unless special circumstances require an extension of time for
processing the claim. If an extension is required, notice of the extension
shall be furnished to the claimant prior to the end of the initial 90-day
period, which notice shall indicate the reasons for the extension and the
expected decision date. The extension shall not exceed 90 days. The claim may
be deemed by the claimant to have been denied for purposes of further review
described below in the event a decision is not furnished to the claimant within
the period described in the preceding three sentences. Every claim for benefits
which is denied shall be denied by written notice setting forth in a manner
calculated to be understood by the claimant (i) the specific 


 


5

















 


reason or reasons for the denial, (ii) specific
reference to any provisions of this Program on which denial is based, (iii)
description of any additional material or information necessary for the
claimant to perfect his claim with an explanation of why such material or
information is necessary, and (iv) an explanation of the procedure for further
review of the denial of the claim under this Program.


 


(c)           The claimant or his or
her duly authorized representative shall have 60 days after receipt of denial
of his or her claim to request a review of such denial, the right to review all
pertinent documents and the right to submit issues and comments in writing. Upon
receipt of a request for a review of the denial of a benefit claim, the
Committee shall undertake a full and fair review of the denial.


 


(d)           The Committee shall
issue a decision not later than 60 days after receipt of a request for review
from a claimant unless special circumstances, such as the need to hold a
hearing, require a longer period of time, in which case a decision shall be
rendered as soon as possible but not later than 120 days after receipt of the
claimant’s request for review. The decision on review shall be in writing and
shall include specific reasons for the decision written in a manner calculated
to be understood by the claimant with specific reference to any provisions of
this Program on which the decision is based.


 


ARTICLE VIII

MISCELLANEOUS


 


8.1          INCORPORATION BY
REFERENCE


 


Except
where in conflict with the express terms of this Program, the terms of the Plan
govern the Program and are incorporated by reference, including, without
limitation, the following:  the
administrative powers and authority of the Committee and the effect of its decisions;
the unfunded status of benefits; provisions for non-transferability of rights;
rights (or absence of rights) of Eligible Employees, Participants and Beneficiaries;
compliance with laws; tax withholding obligation of Participants; privileges of
stock ownership; and governing law/construction/severability.


 


8.2          AMENDMENT, TERMINATION
AND SUSPENSION


 


The
Committee or the Board may, at any time, terminate or, from time to time,
amend, modify or suspend this Program, in whole or in part. No Restricted Stock
or LTIP Units may be granted under this Program during any suspension of this
Program or after termination of this Program. Termination or amendment of this
Program shall have no effect on any then outstanding Restricted Stock or LTIP
Unit Awards.


 


8.3          TERM OF THIS PROGRAM


 


The
term of this Program is indefinite, subject to the term of the Plan and Section
8.2. All authority of the Committee with respect to Restricted Stock and LTIP
Units hereunder, including its authority to amend a Restricted Stock Award
Agreement or LTIP Unit Award Agreement, shall continue during any suspension of
this Program or the Plan, in respect of 


 


6

















 


outstanding Restricted Stock Awards and LTIP Unit
Awards on any such amendment or termination date.


 


8.4          NON-EXCLUSIVITY OF
PROGRAM


 


Nothing
in this Program shall limit or be deemed to limit the authority of the Board or
the Committee to grant awards or authorize any other compensation, with or
without reference to the Common Stock, under the Plan or any other plan or
authority.


 


8.5          CHANGE IN CONTROL EVENT


 


The
consequences of a termination of service, whether before or after a Change in
Control Event, in respect of any rights or benefits related to the Conversion
Amount shall be governed solely by the terms of the Restricted Stock Award
Agreement or LTIP Unit Award Agreement.


 


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Exhibit A


Election Form


 


THE MACERICH COMPANY

ELECTION AGREEMENT


 


AMENDED AND RESTATED CASH BONUS/RESTRICTED STOCK
AND LTIP UNIT AWARD PROGRAM UNDER THE MACERICH COMPANY 2003 EQUITY INCENTIVE
PLAN


 


IF WITH
RESPECT TO THE YEAR                    ,
THE COMPENSATION COMMITTEE GRANTS A CASH BONUS FOR SUCH YEAR TO ME UNDER THE
PROGRAM AND IF THE COMPENSATION COMMITTEE ACCEPTS THIS ELECTION AND THEREBY
EXPRESSLY AUTHORIZES ME TO RECEIVE ALL OR PART OF ANY SUCH CASH BONUS IN THE
FORM OF A RESTRICTED STOCK [AND/OR LTIP UNIT] AWARD (AN “AWARD”):


 


I
IRREVOCABLY ELECT TO TAKE            %
OF MY CASH BONUS IN THE FORM OF A RESTRICTED STOCK AWARD [LTIP UNITS AWARD]. I
UNDERSTAND THAT THE COMMITTEE HAS THE SOLE DISCRETION TO DETERMINE THE SPECIFIC
FORM OF THE AWARD (SUBSTANTIALLY CONSISTENT WITH THE TERMS DESCRIBED).


 


I ALSO
UNDERSTAND THAT:


 


•                  THE CONVERSION
RATE, OR “MULTIPLE”, FOR PURPOSES OF OR IN RESPECT OF DETERMINING THE NUMBER OF
SHARES UNDERLYING THE AWARD WILL BE 1.5.


 


•                  THE VESTING
SCHEDULE FOR THE AWARD WILL BE NOT LESS THAN AT A RATE OF          %
PER YEAR.


 


•                  THIS ELECTION IS
IRREVOCABLE AND MUST BE FILED BY                                        ,
             WITH:


 


RICHARD A. BAYER, CHIEF LEGAL OFFICER


401 WILSHIRE BOULEVARD, SUITE 700


SANTA MONICA, CALIFORNIA  90401


 


•                  IF THIS ELECTION
IS NOT TIMELY FILED, I WILL NOT HAVE AN OPPORTUNITY TO PARTICIPATE IN THE PROGRAM
FOR BONUSES GRANTED WITH RESPECT TO THE YEAR                .


 


•                  THIS ELECTION IS
SUBJECT TO THE TERMS OF THE PROGRAM, THE 2003 EQUITY INCENTIVE PLAN (INCLUDING
THE INDIVIDUAL SHARE AWARD LIMITS) AND THE AWARD AGREEMENT.


 


•                  THIS ELECTION
DOES NOT CONSTITUTE A GUARANTEE THAT I WILL RECEIVE ANY BONUS FROM THE COMPANY.


 


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ACKNOWLEDGMENT
AND AGREEMENT


 


I acknowledge and agree to the foregoing terms of
this Election Agreement.


 


	
   

  	
   

  	
   

  
	
  (Participant’s
  Signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print
  Name)

  	
  (Date)

  	
   

  



 


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