Exhibit 10.30


 


FORM OF
EMPLOYEE STOCK OPTION AGREEMENT


 


THE MACERICH COMPANY 

EMPLOYEE STOCK OPTION AGREEMENT

2003 EQUITY INCENTIVE PLAN


 


	
  Optionee:

  	
                                            

  	
   

  
	
  Award
  Date:

  	
                                            

  	
   

  
	
  Exercise
  Price per Share(1):

  	
                                            

  	
   

  
	
  Number
  of Shares(1):

  	
                                            

  	
   

  
	
  Expiration
  Date(2):

  	
                                            

  	
   

  
	
  NQSO
  or ISO(1):

  	
                                            

  	
   

  
	
  Vesting
  Schedule(1),(2):

  	
  [100% of the
  shares on the [third] anniversary of the Award Date]

  



 


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 is granted pursuant to
and subject to The Macerich Company 2003 Equity Incentive Plan (the “Plan”).  Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned by the Plan.


 


If the Corporation has
designated the Option as an ISO above, the Corporation intends that the Option
will be treated as an Incentive Stock Option within the meaning of Section 422
of the Code (an “ISO”) to the maximum extent permissible under all of the ISO rules and
restrictions.  Any shares acquired upon
exercise of the Option without compliance with all applicable ISO rules will
be treated as acquired upon exercise of a Nonqualified Stock Option (a “NQSO”).  If the Corporation has designated the Option
as a NQSO above, the Corporation intends that the Option will be treated in its
entirety as a NQSO and not as an ISO.


 


WHEREAS,
pursuant to the Plan, the Corporation has granted to the Optionee with
reference to services rendered and to be rendered to the Company, effective as
of the Award Date, an Option upon the terms and conditions set forth herein and
in the Plan.


 


NOW
THEREFORE, in consideration of services rendered and to be
rendered prior to exercise by the Optionee and the mutual promises made herein
and the mutual benefits to be derived therefrom, the parties agree as follows:


 






(1) Subject to adjustment under Section 6.2 of the Plan.


 


(2) Subject to early termination if the Optionee’s employment
terminates or in certain other circumstances. 
See Sections 4 through 9 of this Agreement and Sections 1.6, 2.6, 6.2,
6.3 and 6.4 of the Plan for exceptions and additional details regarding
possible adjustments, acceleration of vesting and/or early termination of the
Option.


 


2003 Employee Stock Option Agreement


 

















 


1.     Exercisability of Option.  The Option shall vest and become exercisable
during its term [in percentage installments of] [for] the aggregate number of
shares of Common Stock of the Corporation in accordance with the Vesting
Schedule as set forth above and with and subject to the applicable provisions
of the Plan and this Agreement.  The
Option may be exercised only to the extent the Option is exercisable and
vested, and, subject to Section 1.8 of the Plan, during the Optionee’s
lifetime, only by the Optionee.  In no
event may the Optionee exercise the Option after the Expiration Date as
provided above.


 


(a)   Cumulative Exercisability.  To the extent the Optionee does not at the
time of a particular exercise purchase all the shares that the Optionee may
then exercise, the Optionee has the right cumulatively thereafter to purchase
any of such shares not so purchased until the Option terminates or expires.


 


(b)   No Fractional Shares;
Minimum Exercise. 
Fractional share interests shall be disregarded, but may be cumulated.  No fewer than 100 shares may be purchased at
any one time, unless the number purchased is the total number at the time
exercisable under the Option.


 


2.     Exercise of Option.  To the extent vested and exercisable, the
Option may be exercised by the delivery to the Corporation of a written
exercise notice stating the number of shares to be purchased pursuant to the
Option accompanied by payment of the aggregate Exercise Price of the shares to
be purchased and the payment or provision for any applicable employment or
other taxes or withholding for taxes thereon. 
Subject to Section 6.4 of the Plan, the Option shall be deemed to
be exercised upon receipt and approval by the Corporation of such written
exercise notice accompanied by the aggregate Exercise Price and any other
payments so required, as permitted pursuant to Section 3.


 


3.     Method
of Payment of Option. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of
the Optionee:


 


(a)   in cash or by electronic funds transfer, or
by check payable to the order of the Corporation, in the full amount of the
purchase price of the shares and the amount (if any) required to satisfy any
applicable withholding taxes; or


 


(b)   by delivering a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver
to the Corporation the amount of sales proceeds necessary to pay the aggregate
Exercise Price and, unless otherwise allowed by the Committee, any applicable
tax withholding, subject to compliance with applicable law and cashless
exercise procedures approved by the Corporation; or


 


(c)   by delivery of shares of Common Stock that
have been held by the Optionee for at least six months, in accordance with Section 2.2(b) of
the Plan, subject to compliance with applicable law.


 


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Other payment methods may
be permitted only if expressly authorized by the Committee with respect to the
Option or all options under and consistent with the terms of the Plan.


 


4.     Continuance of Employment
Required.  Except as
otherwise provided in Section 6, 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 Optionee to any proportionate vesting
or avoid or mitigate a termination of rights and benefits upon or following a
termination of employment or service as provided in Section 5 or 8 below
or under the Plan.


 


5.     Effect of Termination of Employment
on Exercise Period.  If
the Optionee’s employment by either the Corporation or any subsidiary
terminates, the Option and all other rights and benefits under this Agreement
terminate, except that the Optionee may, at any time within the applicable
period below after the Severance Date, exercise the Option to the extent the
Option was exercisable on the Severance Date and has not otherwise expired or
terminated:


 


(a)   If the Optionee’s employment terminates for
any reason other than Total Disability or death, Retirement or for Cause, the
Optionee shall have three months after the Severance Date to exercise the
Option to the extent the Option was exercisable on the Severance Date.


 


(b)   If the Optionee’s employment terminates as a
result of Total Disability or death, the Optionee (or the Optionee’s Personal
Representative or Beneficiary, as the case may be) shall have 12 months after
the Severance Date to exercise the Option to the extent the Option was
exercisable on the Severance Date.


 


(c)   If the Optionee’s employment terminates as a
result of Retirement, the Optionee (or the Optionee’s Personal Representative
or Beneficiary, as the case may be) shall have 12 months after the Severance
Date to exercise the Option to the extent the Option was exercisable on the
Severance Date (provided that, with respect to an ISO, after three months the
Option will no longer be exercisable as an ISO) to the extent the Option was
exercisable on the Severance Date.


 


(d)   If the Optionee’s employment terminates for
Cause, the Option shall terminate as of the Severance Date.


 


Notwithstanding the
foregoing exercise periods after the Severance Date, to the extent the Option
was otherwise an ISO, the Option will qualify as an ISO only if it is exercised
within the applicable exercise periods for ISOs and meets all other
requirements of the Code for ISOs; and, in the case of a Total Disability that
is not a permanent and total disability within the meaning of Section 22(e)(3) of
the Code, only if the Option is exercised within three months of the Severance
Date.  If the Option is not exercised
within the applicable exercise periods or does not meet such other requirements,
the Option will be rendered a NQSO.


 


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6.     Qualified Termination Upon or Following Change in
Control Event.


 


[Subject to Section 20,]
If the Optionee 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 Option 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 7,
8 and 12 of this Agreement.  As used in
this Agreement, the term “Good Reason” means a termination of employment by the
Optionee 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 Optionee specifying in reasonable detail such
occurrence, without the Optionee’s written consent thereto: (1) an adverse
and significant change in the Optionee’s position, duties, responsibilities or
status with the Company;  (2) a
change in the Optionee’s principal office location to a location farther away
from the Optionee’s home which is more than 30 miles from the Optionee’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 Optionee’s Base Salary;
or (5) any material breach by the Company of any written employment or
management continuity agreement with the Optionee.  For purposes of the definition of “Good
Reason,” the term “Base Salary” means the annual base rate of compensation
payable as salary to the Optionee by the Company as of the Optionee’s date of
termination, before deductions or voluntary deferrals authorized by the
Optionee or required by law to be withheld from the Optionee 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.


 


7.     Adjustments Upon Specified
Events.  As provided in Section 6.2
of the Plan, upon the occurrence of certain events relating to or affecting the
Corporation’s stock contemplated by Section 6.2 of the Plan, the Committee
shall, in such manner, to such extent (if any) and at such times as it deems
appropriate and equitable in the circumstances, make adjustments in the number,
amount and type of shares (or other securities or property) subject to the
Option, the Exercise Price and the securities deliverable upon exercise of the
Option (or any combination thereof) or provide for a cash payment or the
assumption, substitution or exchange of the Option or the shares or other
securities subject to the Option, based upon the distribution or consideration
payable to stockholders generally.  All
rights of the Optionee hereunder are subject to such adjustments and other
provisions of the Plan.


 


8.     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 


 


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provisions of Section 6.2
of the Plan or Section 6 of this Agreement, the Committee retains the
right to terminate the Option, 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). 
This Section 8 is not intended to prevent future vesting (including
provision for future vesting) if the Option (or a substituted award) remains
outstanding following a Change in Control Event.


 


9.     Change in Subsidiary’s
Status; Leaves of Absence. 
If the Optionee is employed only by an entity that ceases to be a
subsidiary, this event is deemed for purposes of this Agreement to be a
termination of the Optionee’s employment by the Company other than a
termination for Cause, Total Disability, Retirement or death of the
Optionee.  Absence from work caused by
military service, authorized sick leave or other leave approved in writing by
the Company or the Committee shall not be considered a termination of
employment by the Company for purposes of Section 5 only if reemployment
upon the expiration of such leave is required by contract or law, or such leave
is for a period of not more than 90 days.


 


10.   Additional Provisions Applicable
to ISOs.


 


(a)   ISO Value Limit.  If the aggregate fair market value of the
shares with respect to which ISOs (whether granted under the Option or
otherwise) first become exercisable by the Participant in any calendar year
exceeds $100,000, as measured on the applicable award dates, the limitations of
Section 2.3 of the Plan shall apply and to such extent the Option will be
rendered a NQSO.


 


(b)   Notice of Sale.  The Participant agrees to notify the
Corporation of any sale or other disposition of any shares if such sale or
disposition of any shares occurs within two years after the Award Date or
within one year after the date of exercise of any Option intended as an ISO.


 


(c)   Transferability.  In accordance with Section 1.8 of the
Plan and the Code, an ISO is not transferable by the Optionee other than by
will or the laws of descent and distribution, and is exercisable during the
Optionee’s lifetime only by the Optionee.


 


(d)   Tax Withholding.  If any portion of the Option is rendered a
NQSO in accordance with the terms hereof or applicable law, the Participant
shall pay or make provision for the payment of any applicable withholding and
employment taxes upon exercise of the Option.


 


11.   Limitation
on Exercise of Option. 
The Optionee will not be entitled to receive Common Stock upon exercise
of the Option to the extent that it will cause the Optionee to Beneficially or
Constructively Own Equity Shares in excess of the Ownership Limit.  If the Optionee exercises any portion of this
Option which upon delivery of the Common Stock would cause the Optionee to
Beneficially or Constructively Own Equity Shares in excess of the Ownership
Limit, the Corporation has 


 


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the right to deliver to
the Optionee, in lieu of Common Stock, a check or cash in the amount equal to
the Fair Market Value of the Common Stock otherwise deliverable on the date of
exercise (minus any amounts withheld pursuant to Section 6.5 of the Plan).


 


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 20 hereof)] or in the Plan or any other agreement to the
contrary, in no event shall the vesting of the Option be accelerated pursuant
to Section 6.3 of the Plan or Section 6 hereof to the extent that the
Company would be denied a federal income tax deduction for such vesting because
of Section 280G of the Code and, in such circumstances, the Option will
continue to vest in accordance with and subject to the other provisions hereof.


 


(b)           Reduction in Benefits.  If the Optionee 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” shall be reduced or modified
in such manner, if any, as may be specified in [the MCA referenced in Section 20
hereof, in which case the provisions of Section 12(a) hereof shall
not apply, and, to the extent permitted by the MCA, in] any other then-existing
agreement between the Company and the Optionee (other than any Stock Option
Agreement, Stock Appreciation Right Agreement or Restricted Stock Award
Agreement under Plan).  If after the
application of any “parachute payment” reduction provisions in any such other
agreement the provisions of Section 12(a) hereof continue to apply to
the vesting of the Option hereunder, then the Optionee may designate by written
notice to the Secretary of the Corporation the order in which “parachute
payments” under this Employee Stock Option Agreement and any other Stock Option
Agreements, Stock Appreciation Right Agreements and Restricted Stock Award
Agreements under the Plan shall be reduced or modified so that the Company is
not denied federal income tax deductions for any “parachute payments” because
of Section 280G of the Code.


 


(b)   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 Optionee.


 


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13.   Optionee not a Stockholder.  Neither the Optionee nor any other person
entitled to exercise the Option shall have any of the rights or privileges of a
stockholder of the Corporation as to any shares of Common Stock until the
issuance and delivery to him or her of a certificate evidencing the shares
registered in his or her name.  No
adjustment will be made for dividends or other rights as a stockholder as to
which the record date is prior to such date of delivery.


 


14.   No Guarantee of Continued
Employment.  Nothing
contained in this Agreement or the Plan constitutes an employment or service
commitment by the Company, affects the Optionee’s status as an employee at will
who is subject to termination without cause, confers upon the Optionee 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 Optionee’s other compensation or
benefits.  Nothing in this Section 14,
however, is intended to adversely affect any independent contractual right of
the Optionee 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
Optionee to any proportionate vesting or avoid or mitigate a termination of
rights and benefits upon or following a termination of employment if the
express conditions to vesting pursuant to Section 1 or 6 have not been
satisfied.


 


15.   Non-Transferability
of Option.  The Option and
any other rights of the Optionee under this Agreement or the Plan are
nontransferable except as provided in Section 1.8 of the Plan.


 


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


 


17.   Effect of Award Agreement.  This Agreement shall be binding upon and
inure to the benefit of any successor or successors of the Corporation, except
to the extent the Committee determines otherwise.


 


18.   Entire
Agreement; Governing Law. 
The Plan is incorporated herein by reference.  [Subject to Section 20 below,] The Plan
and this Agreement constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in their entirety all prior undertakings
and agreements of the Company and the Optionee with respect to the subject
matter hereof, and may not be modified adversely to the Optionee’s interest
except by means of a writing signed by the Company and the Optionee.  The constructive interpretation, performance
and enforcement of this Agreement and the Option shall be governed by the
internal substantive laws, but not the choice of law rules, of the State of
Maryland.


 


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19.   Plan.  The Option and all rights of the Optionee
with respect thereto are subject to, and the Optionee 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 Optionee
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 Optionee 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.


 


20.   [  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 6, 12(a), 12(b) and 18 are to be included only in agreements with
Optionees subject to the MCA.  ]


 


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  THE MACERICH COMPANY,

  	
   

  	
  THE MACERICH PARTNERSHIP, L.P.,

  
	
  a Maryland corporation

  	
   

  	
  a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
  The Macerich Company

  
	
  Its:

  	
   

  	
   

  	
   

  	
  Its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED AND ACKNOWLEDGED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Optionee’s Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (City, State, Zip Code)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  
						



 


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