Exhibit 10.29


 


FORM OF STOCK UNIT AWARD AGREEMENT


 


THE MACERICH COMPANY


 


STOCK UNIT AWARD AGREEMENT

2003 EQUITY INCENTIVE PLAN


 


	
  Participant Name:

  	
   

  	
   

  
	
  Soc. Sec. No.:

  	
   

  	
   

  
	
  No. Stock Units:

  	
   

  	
  (1)

  
	
   

  	
   

  	
   

  
	
  Vesting

  Schedule:

  	
   

  	
  [ 33 1/3% of the Stock Units (as defined below) on each anniversary
  of the Award Date, beginning [first anniversary] and ending [third
  anniversary].  ]

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
                        ,
  20

  



 


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 employee named above (the “Participant”), and is
delivered under The Macerich Company 2003 Equity Incentive Plan, which includes
any applicable programs under the 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 with
reference to services rendered and to be rendered to the Company, effective as
of the Award Date, a stock unit award (the “Stock Unit 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 Participant 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 Participant a Stock Unit
Award with respect to an aggregate number of Stock Units (the “Stock Units”)
set forth above.  The consideration for the shares issuable with respect
to the Stock Units on the terms set forth in this Agreement includes services
and the rights hereunder 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.


 


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3.                                      Vesting.  The Award shall vest and become
nonforfeitable (subject to Section 6.4 of the Plan), with respect to the
portion of the total number of Stock Units comprising the Award (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.  The vesting of
the Stock Units shall at all times be treated as a series of separate payments
(on the respective vesting dates) for purposes of Section 409A of the
Code.


 


4.                                      Continuance of Employment
Required.  Except
as otherwise provided in Sections 8(c) 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 Participant to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of employment or service as herein provided in Section 8
below or under the Plan.


 


5.                                      Dividend and Voting Rights.


 


(a)                                  Limitations on Rights
Associated with Units. 
The Participant shall have no rights as a stockholder of the Corporation, no
dividend rights (except as expressly provided in Section 5(b) with
respect to Dividend Equivalent Rights) and no voting rights, with respect to
the Stock Units and any shares of Common Stock underlying or issuable in
respect of such Stock Units until such shares of Common Stock are actually
issued to and held of record by the Participant.  No adjustments will be
made for dividends or other rights of a holder for which the record date is
prior to the date of issuance of the stock certificate.


 


(b)                                  Dividend Equivalent Rights
Distributions.  As
of any applicable dividend or distribution payment date, the Participant shall
receive a cash payment on the dividend payment date in an amount equal to the
amount of the Dividend Equivalent Rights multiplied by the number of Units in
the Account as of the applicable dividend record date.


 


6.                                      Restrictions on Transfer.  Prior to the time they vest, neither the
Stock Units comprising the Award nor any other rights of the Participant under
this Agreement or the Plan may be transferred, except as expressly provided in Section 1.8
and 4.1 of the Plan.  No other exceptions have been authorized by the
Committee.


 


7.                                      Timing and Manner of
Distribution with Respect to Stock Units. Any Stock Unit credited to a Participant’s Stock Unit Account will be
distributed in shares of Common Stock as it vests.  The Participant or
other person entitled under the Plan to receive the shares shall deliver to the
Company any representations or other documents or assurances required pursuant
to Section 6.4 of the Plan.  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
Employment.


 


(a)                                  Forfeiture after Certain
Events.  Except as
provided in Sections 8(c) and 9 hereof, the Participant’s Stock Units
shall be extinguished to the extent such Stock Units have


 


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not become vested upon the
date the Participant is no longer employed by the Company for any reason,
whether with or without cause, voluntarily or involuntarily.  Whether the
Participant is no longer employed by the Company shall be determined in a
manner that is consistent with the definition of “separation from service”
under Section 409A of the Code and the Treasury Regulations thereunder,
based on whether the facts and circumstances indicate that the Company and the
Participant reasonably anticipate that no further services will be performed
after a specified date or that the level of bona fide services the Participant
would perform after such date would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed over the
immediately preceding 36 months (or the full period of service if less than 36
months).  If an entity ceases to be a
Subsidiary that is considered to be a single employer or service recipient with
the Corporation (as defined in Treasury Regulations Section 1.409A-1(h)(3)),
such action shall be deemed to be a termination of employment of all employees
of that entity, but the Committee, in its sole and absolute discretion, may
make provision in such circumstances for accelerated vesting of some or all of
the remaining Stock Units held by such employees, effective immediately upon
such event.


 


(b)                                  Termination of Stock Units.  If any Stock Units are extinguished
hereunder, such unvested, extinguished Stock Units, without payment of any
consideration by the Company, shall automatically terminate and the related
Stock Unit Account shall be cancelled, without any other action by the
Participant, or the Participant’s Beneficiary or Personal Representative, as
the case may be.


 


(c)                                  Qualified Termination Upon
or Following Change in Control Event.  [Subject to Section 18,] if the Participant upon or not
later than 12 months following a Change in Control Event has a Qualified
Termination (as defined in Section 7.1(gg) of the Plan) or terminates his
or her employment for Good Reason, then any portion of the Award that has not
previously vested shall thereupon vest, subject to the provisions of Sections
6.2(a), 6.2(e), 6.4 and 6.5 of the Plan and Sections 11 and 12 of this
Agreement; provided, however, that in no event shall restrictions on the Stock
Units lapse or the Stock Units vest earlier than six months after the date
hereof.  As used in this Agreement, the term “Good Reason” means a
termination of employment by the Participant for any one or more of the
following reasons, to the extent not remedied by the Company within a
reasonable period of time after receipt by the Company of written notice from
the Participant specifying in reasonable detail such occurrence, without the
Participant’s written consent thereto: (1)  an adverse and
significant change in the Participant’s position, duties, responsibilities or
status with the Company;  (2)  a change in the Participant’s
principal office location to a location farther away from the Participant’s
home which is more than 30 miles from the Participant’s principal office; 
(3)  the taking of any action by the Company to eliminate benefit
plans without providing substitutes therefor, to materially reduce benefits
thereunder or to substantially diminish the aggregate value of the incentive
awards or other fringe benefits; provided that if neither a surviving entity
nor its parent following a Change in Control Event is a publicly-held company,
the failure to provide stock-based benefits shall not be deemed Good Reason if
benefits of comparable value using recognized valuation methodology are
substituted therefor; and provided further that a reduction or elimination in
the aggregate of not more than 10% in aggregate benefits in connection with
across the board reductions or modifications affecting persons similarly
situated of comparable rank in the Company or a combined organization shall not
constitute Good Reason;  (4)  any reduction in the Participant’s
Base Salary; or (5)  any material breach by the Company of any
written 


 


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employment or management
continuity agreement with the Participant.  For purposes of the definition
of “Good Reason,” the term “Base Salary” means the annual base rate of
compensation payable as salary to the Participant by the Company as of the
Participant’s date of termination, before deductions or voluntary deferrals
authorized by the Participant or required by law to be withheld from the
Participant by the Company, and salary excludes all other extra pay such as
overtime, pensions, severance payments, bonuses, stock incentives, living or
other allowances, and other benefits and perquisites.


 


(d)                                  Delayed Payment. 
Notwithstanding the foregoing, solely to the extent that a delay in
payment is required in order to avoid the imposition of any tax under Section 409A
of the Code, if a payment obligation under this Agreement arises on account of
the Participant’s “separation from service” (within the meaning of Section 409A
of the Code) while the Participant is a “specified employee” (as determined for
purposes of Section 409A(a)(2)(B) of the Code in good faith by the
compensation committee of the Board), then payment of any amount or benefit
provided under this Agreement that is considered to be non-qualified deferred
compensation for purposes of Section 409A of the Code and that is
scheduled to be paid within six (6) months after such separation from
service shall be paid without interest on the first business day after the date
that is six months following the Participant’s separation from service.


 


9.                                      Effect of Total Disability,
Death or Retirement. 
If the Participant incurs a Total Disability that is also a “disability” as
defined in Section 409A of the Code and Treasury Regulations thereunder or
dies while employed by the Company, then any portion of his or her Award that
has not previously vested shall thereupon vest, subject to the provisions of
Sections 6.4 and 6.5 of the Plan.  If the Participant’s employment with
the Company terminates as a result of his or her Retirement, the Committee may,
on a case-by-case basis and in its sole discretion, provide for partial or
complete vesting immediately upon Retirement of that portion of his or her
Award that has not previously vested.


 


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 payable with respect to the Award.  If any adjustment
shall be made under Section 6.2 of the Plan or a Change in Control Event
shall occur and the Stock Unit Award is not fully vested upon such Event or
prior thereto, the amount payable in respect of the Stock Unit Award may be
made payable in the securities or other consideration (the “Restricted Property”)
payable in respect of the Common Stock.  Such Restricted Property shall
become payable at such times and in such proportion as the Stock Unit Award
vests.  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 Stock Unit Award vests. 
Notwithstanding the foregoing, the Stock Unit Award and any Common Stock payable
in respect of the Stock Unit Award shall continue to be subject to such
proportionate and equitable adjustments (if any) under Section 6.2 of the
Plan consistent with the effect of such event on stockholders generally, as the
Committee determines to be necessary or appropriate, in the number, kind and/or
character of shares of Common Stock 


 


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or other securities,
property and/or rights payable in respect of Stock Units and Stock Unit
Accounts credited under the Plan.  All rights of the Participant hereunder
are subject to those adjustments.


 


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 which the Corporation does
not survive (or does not survive as a public company in respect of its
outstanding common stock).  This Section 11 is not intended to
prevent future vesting of the Award if it (or a substituted award) remains
outstanding following a Change in Control Event.


 


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


 


(a)                                  Limitation on Acceleration.  Notwithstanding anything contained
herein [(except as otherwise provided in Section 18 hereof)] or in the
Plan or any other agreement to the contrary, in no event shall the vesting of
any Stock Unit be accelerated pursuant to Section 6.3 of the Plan or Section 8(c) hereof
to the extent that the Company would be denied a federal income tax deduction
for such vesting or the distribution of shares of Common Stock in respect of
the Award because of Section 280G of the Code and, in such circumstances,
the Stock Units not subject to acceleration will continue to vest in accordance
with and subject to the other provisions hereof.


 


(b)                                  Reduction in Benefits.  If the Participant would be entitled
to benefits, payments or coverage hereunder and under any other plan, program
or agreement which would constitute “parachute payments,” then notwithstanding
any other provision of this Agreement or of any such other plan, program or
agreement, such “parachute payments” shall be reduced or modified in such
manner, if any, as may be specified in [the MCA referenced in Section 18
hereof, in which case the provisions of Section 12(a) hereof shall
not apply, and, to the extent permitted by the MCA, thereafter, as specified
in] this Agreement prior to any reduction or modification being made under any
other then-existing agreement between the Company and the Participant (other
than any Stock Unit Award Agreement under the Plan).  If any “parachute payment” reduction
provisions become applicable under this Agreement and one or more other Stock
Unit Award Agreements under the Plan, then the “parachute payments” under this
Agreement and such other Stock Unit Award Agreement(s) shall be reduced or
modified in reverse chronological order of the scheduled vesting dates of the “parachute
payments” under all such agreements (the Stock Units with the latest scheduled
vesting date reduced or modified first) so that the Company 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 


 


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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 Participant.


 


13.                               Tax Withholding.  Upon payment of Dividend Equivalent
Rights and/or the distribution of shares of Common Stock in respect of a
Participant’s Stock Unit Account, the entity within the Company last employing
the Participant shall have the right at its option to (a) require the
Participant (or the Participant’s Personal Representative or Beneficiary, as
the case may be) to pay or provide for payment in cash of the amount of any
taxes which the Company may be required to withhold with respect to such
payment or distribution or (b) deduct from any amount or property payable
to the Participant the amount of any taxes which the Company may be required to
withhold with respect to such payment or distribution.  In any case where
a tax is required to be withheld in connection with the delivery of shares of
Common Stock under this Agreement, the Committee may permit the Participant to
elect, pursuant to such rules and subject to such conditions as the
Committee may establish, to have the Company reduce the number of shares to be
delivered by (or otherwise reacquire) the appropriate number of shares valued
at their then Fair Market Value, to satisfy such withholding obligation.


 


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


 


15.                               Plan.  The Award and all rights of the
Participant with respect thereto are subject to, and the Participant 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 Participant 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 Participant unless such rights 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.


 


16.                               No Service Commitment by
Company.  Nothing
contained in this Agreement or the Plan constitutes an employment or service
commitment by the Company, affects the Participant’s status as an employee at
will who is subject to termination without cause, confers upon the Participant
any right to remain employed by the Company, interferes in any way with the
right of the Company at any time to terminate such employment, or affects the
right of the Company to increase or decrease the Participant’s other
compensation or benefits.  Nothing in this Section, however, is intended
to adversely affect any independent contractual right of the Participant
without his or her consent thereto.  Employment for any period of time
(including a substantial period of time) after the Award Date will not entitle
the Participant to any proportionate vesting or avoid or mitigate a termination
of rights and benefits upon or following 


 


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a termination of employment
as provided in Section 3 or 8 above if the express conditions to vesting
set forth in such Sections have not been satisfied.


 


17.                               Limitation on Participant’s
Rights.  Participation
in this Plan  confers no  rights or interests other than as herein
provided.  This Agreement creates only a contractual obligation on the
part of the Company as to amounts payable and shall not be construed as
creating a trust.  Neither the Plan nor any underlying program, in and of
itself, has any assets.  The Participant shall have only the rights of a
general unsecured creditor of the Company (or applicable Subsidiary) with
respect to amounts credited and benefits payable in cash, if any, on Stock Unit
Account(s), and rights no greater than the right to receive the Common Stock
(or equivalent value) as a general unsecured creditor with respect to Stock
Units, as and when payable thereunder.


 


[18.                           Other
Agreements.  If any provision of this Agreement is inconsistent
with any provision of the Management Continuity Agreement between the
Corporation and Participant and as it may be amended from time-to-time (the “MCA”),
the provisions of the MCA shall control and shall be deemed incorporated herein
by reference.]  [This provision and the language in brackets in Sections 8(c), 12(a) and 12(b) are to be included only in agreements with
Participants subject to the MCA.  ]


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above
written.  By the Participant’s execution of this Agreement, the
Participant 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, Chief Legal Officer & 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, Chief Legal Officer & Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City,
  State, Zip Code)

  



 


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