Exhibit 10.31


 


THE MACERICH COMPANY


 


NON-QUALIFIED STOCK
OPTION GRANT


 


THIS GRANT dated as of                     
      , 20       ,
by The Macerich Company, a Maryland corporation (the “Corporation”), to                       
(the “Director”).


 


W I T N E S S E T H


 


WHEREAS, the Corporation has adopted The
Macerich Company 2003 Equity Incentive Plan (the “Plan”).


 


NOW, THEREFORE, in consideration of the
services rendered and to be rendered by the Director, the Corporation hereby
grants an option (the “Option”) to
the Director pursuant to and subject to the Plan and upon the terms and
conditions evidenced hereby, which Option is not intended as and shall not be
deemed to be an incentive stock option within the meaning of Section 422
of the Code.


 


1.                                       Option Grant.  This Agreement evidences the grant to the
Director, as of                   
      , 20       ,
(the “Option Date”), of an Option to purchase
an aggregate of                 
shares of Common Stock, par value $0.01 per share, subject to the terms and
conditions of and to adjustments provided in or pursuant to the Plan.


 


2.                                       Exercise
Price.  The Option entitles
the Director to purchase all or any part of the Option shares, to the extent
then exercisable, at a price per share of $            ,
which represents the Fair Market Value of the shares on the Option Date.


 


3.                                       Option
Exercisability and Term.


 


(a)                                  Except as
earlier permitted by or pursuant to the Plan or by the Compensation Committee,
the Option shall not become exercisable and no shares may be purchased by
exercise of the Option until the expiration of six months after the Option
Date.  The exercisability of the Option
requires continued service through the date the Option becomes exercisable as a
condition to the vesting of the rights and benefits under this Agreement.  Partial service, even if substantial, prior
to the date the Option becomes exercisable will not entitle the Director to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of service as provided in Section 8.5 of
the Plan, except as otherwise expressly provided in the Plan.


 


(b)                                 The Option
shall terminate on the earlier of                 
      , 20       ,
or the earlier termination date under the terms of the Plan, including but not
limited to Section 8.5, 8.6 or 6.2.


 


4.                                       Service.  The Director agrees to serve as a director in
accordance with the provisions of the Corporation’s Articles of Incorporation,
bylaws and applicable law.


 

















 


5.                                       General
Terms.  The Option and this
Grant are subject to, and the Corporation and the Director agree to be bound
by, the provisions of the Plan that apply to the Option (including but not
limited to Sections 1.8, 6.2, 6.4 and Article 8 of the Plan), and such
provisions are incorporated herein by this reference.  If there is any conflict or inconsistency
between the terms and conditions of this Agreement and of the Plan, the terms
and conditions of the Plan shall govern. 
The Director acknowledges receiving a copy of the Plan and reading its
applicable provisions.  Capitalized terms
not otherwise defined herein shall have the meaning assigned to such terms in
the Plan.


 


IN WITNESS WHEREOF, the Corporation has
executed this Agreement as of the date first above written.


 


 


	
   

  	
  THE MACERICH COMPANY

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard A. Bayer

  
	
   

  	
   

  	
  Senior
  Executive Vice President, Chief

  
	
   

  	
   

  	
  Legal
  Officer & Secretary