Exhibit 10.32


 


THE
MACERICH COMPANY


 


RESTRICTED
STOCK AWARD AGREEMENT


2003
EQUITY INCENTIVE PLAN

(NON-EMPLOYEE DIRECTOR AWARDS)


 


	
  Participant Name: 

  	
   

  	
   

  
	
  Soc. Sec. No.:

  	
   

  	
   

  
	
  No. of Shares:

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  [33 1/3%] of the shares
  on [March     ,         ],
  [March     ,
          ] and [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 “Director”) and is delivered under The Macerich Company 2003 Equity
Incentive 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 named
above (the “Director”) with reference to services rendered and to be rendered
to the Corporation, 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 Director 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 Director a Restricted Stock Award with
respect to the aggregate number of shares of Common Stock, par value $.01 per
share (the “Restricted Stock”) set forth 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.


 






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


 


Restricted Stock Award Agreement-Form for Outside
Directors


 

















 


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) on each of the anniversaries of the Award Date until the Award is
fully vested, as reflected in the Vesting Schedule above, subject to earlier
termination or acceleration as provided herein or in the Plan.


 


4.                                      Continuance
of Service Required.  The
Director agrees to provide services to the Corporation 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(a) 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
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
below or under the Plan.


 


5.                                      Dividend
and Voting Rights.  After the
Award Date, the Director 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 Director 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 Director with notations regarding applicable restrictions on
transfer.  Concurrent with the execution
and delivery of this Agreement, the Corporation shall deliver to the Director a
written information statement with respect to such shares, and, to the extent
requested, the Director shall deliver to the Corporation an executed stock
power, in blank, with respect to such shares. 
The Director, by acceptance of the Award, shall be deemed to irrevocably
appoint, and does so irrevocably appoint, the Corporation and each of its
authorized representatives as the Director’s true and lawful
attorney(s)-in-fact (with full power of substitution) with irrevocable power
and authority in the name of and on behalf of the Director to (1) effect
any transfer of unvested, forfeited shares (or shares otherwise reacquired by
Corporation hereunder) to the Corporation as may be required pursuant to the
Plan or this Agreement, and (2) execute and deliver on behalf of the
Director any and all documents and instruments as the Corporation or such
representatives may determine to be necessary or advisable in connection with
any such transfer.


 


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(b)                                  Certificates
to be Held by Corporation; Legend. 
Any certificates representing Restricted Stock that the Director 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 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 have been released shall be delivered to the
Director or other person entitled under the Plan to receive the shares.  The Director 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 Service.


 


(a)                                  Effect
of Total Disability or Death.  If
the Director’s services as a member of the Board of Directors terminate due to
his or her death or Total Disability, any portion of his or her Award that has
not previously vested shall thereupon vest, subject to the provisions of Section 6.4
of the Plan.


 


(b)                                  Forfeiture
after Certain Events.  Except as
provided in Sections 8(a) and 9 hereof, the Director’s shares of
Restricted Stock shall be forfeited to the extent such shares have not become
vested upon the date the Director’s services as a member of the Board of
Directors terminate for any reason other than due to his or her death or Total
Disability.


 


(c)                                  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 Director, or the Director’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 Director, or the Director’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.


 


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9.                                      Effect
of Change in Control Event.  Upon
the occurrence of a Change in Control Event, the Award to the extent not
previously vested shall thereupon vest, subject to the provisions of Sections
6.2(a), 6.2(e) and 6.4 of the Plan and Sections 11 and 12 of this
Agreement.


 


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, 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 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).


 


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


 


(a)                                  Limitation
on Acceleration.  Notwithstanding
anything contained herein 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 9 hereof
to the extent that the Corporation 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 Director
would be entitled to benefits, payments or coverage hereunder and under any
other plan, program or agreement that would constitute “parachute payments,”
then, notwithstanding any other provision hereof, such “parachute payments”
under such other plan, program or agreement shall be reduced or modified first
in such manner, if any, as may be specified under such other plan, program or
agreement 


 


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(other than any Stock Option Agreement, Stock
Appreciation Right Agreement or Restricted Stock Award Agreement under the
Plan).  If after the application of any “parachute
payment” reduction provisions under any such other plan, program or agreement
the provisions of Section 12(a) hereof continue to apply to the
vesting of Restricted Stock hereunder, then the Director may designate by
written notice to the Secretary of the Corporation the order in which “parachute
payments” under this Restricted Stock Award Agreement and any other Restricted
Stock Award Agreements, Stock Option Agreements and Stock Appreciation Right
Agreements under the Plan that contain “parachute payment” reduction provisions
shall be reduced or modified so that the Corporation 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 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 Director.


 


13.                               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 Director at the address given beneath the Director’s signature hereto, or
at such other address as either party may hereafter designate in writing to the
other.


 


14.                               Plan.  The Award and all rights of the Director with
respect thereto are subject to, and the Director 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 Director
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 Director 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.


 


15.                               No
Service Commitment by Corporation. 
Nothing contained in this Agreement or the Plan constitutes a service
commitment by the Corporation, confers upon the Director any right to remain in
service as a member of the Board of Director of the Corporation, interferes in
any way with the right of the Corporation at any time to terminate such service
as a member of the Board of Directors, or affects the right of the Corporation
to increase or decrease the Director’s other compensation or benefits.  Service (including a substantial period of
time) 


 


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after
the Award Date 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 3 or 8 above if the express
conditions to vesting set forth in such Sections have not been satisfied.


 


16.                               Limitation
on Director’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 Corporation as to amounts payable and shall not
be construed as creating a trust.


 


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


 


THE MACERICH COMPANY


(a Maryland corporation)


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Richard A. Bayer

  	
   

  
	
   

  	
  Senior Executive Vice
  President, General Counsel & Secretary

  	
   

  
	
   

  	
   

  	
   

  



 


 


THE MACERICH PARTNERSHIP, L.P.


(a Delaware limited
partnership)


 


	
  By:

  	
  The Macerich Company

  
	
   

  	
  (its general partner)

  



 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Richard A. Bayer

  	
   

  
	
   

  	
   

  	
  Senior Executive Vice
  President, General Counsel & Secretary

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name]

  
	
   

  	
  [Address]

  



 


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THE
MACERICH COMPANY


 


RESTRICTED
STOCK AWARD


INFORMATION
STATEMENT


 


General
Information


 


This information
statement has been provided to                         
(the “Director”) 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
Director, 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 and not
otherwise defined herein shall have the meanings assigned to them in the
Agreement and the Plan.


 


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


 


Award Summary


 


	
  Director Name:

  	
   

  	
                              

  
	
  Issuer Name:

  	
   

  	
  The Macerich Company

  
	
  Class of Security:

  	
   

  	
  Common Stock, par value
  $.01 per share

  
	
  Number of Securities:

  	
   

  	
             
  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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