Exhibit 10.2


 


THE MACERICH COMPANY


 


AMENDED AND RESTATED CASH
BONUS/RESTRICTED

STOCK/STOCK UNIT AND LTIP UNIT AWARD PROGRAM 


 


UNDER THE 2003 EQUITY INCENTIVE
PLAN


 


(March 6, 2009)


 

















 


THE MACERICH COMPANY


 


AMENDED AND RESTATED CASH
BONUS/RESTRICTED STOCK/STOCK UNIT 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, STOCK UNIT, LTIP
  UNIT OR CASH ELECTIONS

  	
  3

  
	
  ARTICLE V

  	
  RESTRICTED STOCK AWARDS

  	
  5

  
	
  ARTICLE VI

  	
  STOCK UNIT AWARDS

  	
  5

  
	
  ARTICLE VII

  	
  LTIP UNIT AWARDS

  	
  5

  
	
  ARTICLE VIII

  	
  ADMINISTRATION

  	
  5

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
  7

  
	
  EXHIBIT A

  	
  ELECTION FORM

  	
   

  



 

















 


THE MACERICH COMPANY


 


AMENDED
AND RESTATED CASH BONUS/RESTRICTED STOCK/STOCK UNIT 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/Stock Unit and LTIP Unit Award Program under the 2003
Equity Incentive Plan, as it may be amended from time to time.


 


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/Stock
Units 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, June 30 of such 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, Stock Unit and/or LTIP Unit Award under this
Program.


 


2.7          EFFECTIVE DATE
means, with respect to this amended and restated Program, March 6, 2009.  Awards of Restricted Stock, Stock Units
and/or LTIP Units may be granted under this amended and restated Program with
respect to any Bonus Payment Date occurring on or after such Effective Date,
including any such Bonus Payment Date for a Cash Bonus with respect to calendar
year 2008.


 


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, Stock Unit 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, as it may be amended from time to
time.


 


2.15        PROGRAM means this The
Macerich Company Amended and Restated Cash Bonus/Restricted Stock/Stock Unit
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.


 


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


 


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        STOCK UNIT means a non-voting unit of measurement which
is deemed solely for bookkeeping purposes to be equivalent to one outstanding
share of Common Stock (subject to adjustment) awarded to a Participant pursuant
to Article IV of the Plan.


 


2.20        STOCK UNIT AWARD means an award of Stock Units granted by the Committee under the Plan
based on the Conversion Amount.


 


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


 


2.22        STOCK UNIT ACCOUNT means the bookkeeping account maintained by the Company on behalf of
each Participant which is credited with Stock Units calculated in accordance
with Section 4.4.


 


2.23        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, Stock Units and/or LTIP Units to the extent
provided in Article IV.


 


ARTICLE IV

RESTRICTED STOCK, STOCK UNIT, 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, Stock Units 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, Stock Units and/or LTIP Units and
grants the Restricted Stock, Stock Units and/or LTIP Units at that time.  The Committee will have the sole discretion
to determine whether Restricted Stock, Stock Units 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 


 


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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, Stock Units 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, Stock Units or LTIP Units. 
Failure to timely elect Restricted Stock, Stock Units and/or LTIP Units,
if applicable, however, will result in the payment in cash if any Cash Bonus is
awarded.


 


4.3          TIME AND MANNER OF DISTRIBUTION


 


A Participant shall be entitled to have the
restrictions removed from a number of shares of Restricted Stock or a number of
LTIP Units, or to receive a number of shares of Common Stock equal to the
number of Stock Units in his or her Stock Unit Account, in accordance with the
vesting schedule set forth in the applicable Restricted Stock Award Agreement,
LTIP Unit Award Agreement or Stock Unit Award Agreement.


 


4.4          NUMBER OF SHARES/STOCK UNITS/LTIP
UNITS


 


The
number of shares of Restricted Stock and/or the number of Stock Units and/or
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 June 30,
2008, a Participant elects to receive 40% of any cash bonus in Restricted
Stock, Stock Units or LTIP Units and, on March 6, 2009, 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, 800 Stock Units 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,
Stock Units 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.


 


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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

STOCK UNIT AWARDS


 


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


 


ARTICLE VII

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 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 VIII

ADMINISTRATION


 


8.1          RIGHTS
AND DUTIES.


 


This
Program shall be administered by and all Restricted Stock Awards, Stock Unit
Awards and LTIP Unit Awards to Eligible Employees shall be authorized by the 


 


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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, Stock
Units or LTIP Units, and the other specific terms and conditions of Restricted
Stock, Stock Units 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, Stock
Unit 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.


 


8.2          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 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 


 


6

















 


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
IX

MISCELLANEOUS


 


9.1          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.


 


9.2          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, Stock Unit or LTIP Unit
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, Stock Unit or LTIP Unit Awards.


 


9.3          TERM
OF THIS PROGRAM


 


The
term of this Program is indefinite, subject to the term of the Plan and Section 9.2.  All authority of the Committee with respect
to Restricted Stock, Stock Units and LTIP Units hereunder, including its
authority to amend a Restricted Stock Award Agreement, Stock Unit Award
Agreement or LTIP Unit Award Agreement, shall continue during any suspension of
this Program or the Plan, in respect of outstanding Restricted Stock Awards,
Stock Unit Awards and LTIP Unit Awards on any such amendment or termination
date.


 


9.4          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.


 


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9.5          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, Stock
Unit 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/STOCK UNIT
  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 STOCK UNIT AND/OR LTIP UNIT] AWARD
(AN “AWARD”):


 


I
IRREVOCABLY ELECT TO TAKE         % OF MY
CASH BONUS IN THE FORM OF A RESTRICTED STOCK AWARD [STOCK UNIT AWARD/LTIP
UNIT 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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