Exhibit 10.2


 


AMENDMENT


2008 PERFORMANCE BASED RESTRICTED STOCK AGREEMENT


 


Executive Group


 


This
amendment to the 2008 Performance Based Restricted Stock Agreement (“Amendment”)
is being entered into as of the 6th day of March,
2009, among Simon property Group, L.P., a Delaware limited partnership (the “Partnership”),
Simon Property Group, Inc., a Delaware corporation (the “Company”), and
[Fname] [LName], a key personnel member of the Partnership or one of the
Partnership’s Affiliates (“Participant”), pursuant to the Simon Property
Group, L.P. 1998 Stock Incentive Plan (the “Plan”).


 


WHEREAS,
the Compensation Committee (the “Committee”) of the Board of the
Company, appointed to administer the Plan, has allocated to Participate a
dollar allocation, a portion of which has been converted into an award of
restricted stock; and


 


WHEREAS,
the parties entered into a 2008 Restricted Stock Agreement dated as of May 1,
2008, describing such dollar allocation and the terms and conditions of any
award to Participant (the “Agreement”); and


 


WHEREAS,
the parties desire to amend the Agreement in certain respects.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement, the parties agree as follows:


 


1.                                       Capitalized
Terms.  All capitalized terms used in
this Amendment and not otherwise defined shall have the meanings given them in
the Agreement and the Plan.


 


2.                                       Allocation of
Award.  The Partnership, with the
approval of the Committee, has awarded to Participant [Award_Value_] shares (the
“Award”) of common stock of the Company, par value 0.0001 per share (“Common
Stock”), subject to vesting requirements and other terms and conditions set
forth in the Agreement and the Plan, as the same may be amended or modified
from time-to-time by the Committee.


 


3.                                       Distributions.  The Participant has the right, pursuant to
the Agreement, to receive distributions on the Award.  Notwithstanding the terms of the Agreement, the
parties hereto have agreed that Participant shall relinquish and release the
Partnership and the Company from any obligation to distribute to the
Participant that portion of distributions on the unvested portion of the Award
which the Company has or may hereafter elect to distribute in the form of
additional Common Stock.  The Participant
does not waive, and shall be entitled to continue to receive, all distributions
on the unvested portion of the Award which shall be paid in cash, as well as
all distributions made by the Company, in 


 


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whatever form, on the vested portion of the Award as well as any other
award of Common Stock, whether or not vested, made to Participant pursuant to
the Plan.


 


Except
as herein amended, all terms and conditions of the Agreement shall remain in
full force and effect.  This Amendment
shall be binding upon and inure to the benefit of the successors, assigns, and
heirs of the respective parties.


 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first
written above.


 


	
   

  	
  SIMON
  PROPERTY GROUP, L.P., a Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    By:

  	
  Simon
  Property Group, Inc., a Delaware

  Corporation,
  its general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
       John
  Rulli, Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIMON
  PROPERTY GROUP, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
       John
  Rulli, Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature
  of Participant

  
					



 


{please return a signed copy to Human Resources}


 


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