Exhibit
10.28


 


FORM OF RESTRICTED
STOCK AWARD AGREEMENT


 


THE
MACERICH COMPANY


 


RESTRICTED
STOCK AWARD AGREEMENT


2003
EQUITY INCENTIVE PLAN


 


	
  Participant Name: 

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
  Soc. Sec. No.:

  	
   

  	
  «SSN»

  
	
   

  	
   

  	
   

  
	
  No. of Shares:

  	
   

  	
  «Shares»
  (1)

  



 


	
  Vesting Schedule:

  	
   

  	
  [33 1/3%] of the shares
  on each successive [March]     , beginning [March]
      ,         
  and ending [March]     ,
           OR [100%] of the shares on March     ,
  [3 years]

  
	
   

  	
   

  	
   

  
	
  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 Participant 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 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 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 Restricted Stock Award
with respect to an 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 


 






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


 


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in this Agreement includes services and other
consideration in an amount not less than the minimum lawful consideration under
Maryland law.


 


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), as reflected in the Vesting Schedule above, subject to earlier
termination or acceleration as provided herein or in the Plan.


 


4.                                      Continuance
of Employment Required.  The
Participant agrees to provide services to the Company 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(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
provided in Section 8 below or under the Plan.


 


5.                                      Dividend
and Voting Rights.  After the
Award Date, the Participant 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 Participant 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 Participant with notations regarding applicable restrictions on
transfer.  Concurrent with the execution
and delivery of this Agreement, the Corporation shall deliver to the
Participant a written information statement with respect to such shares, and,
to the extent requested, the Participant shall deliver to the Corporation an
executed stock power, in blank, with respect to such shares.  The Participant, 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 Participant’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 Participant
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 Participant 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 Participant 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 been released or such lesser number as may be
permitted pursuant to Section 6.5 of the Plan shall be delivered to the
Participant or other person entitled under the Plan to receive the shares.  The Participant 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 Employment.


 


(a)                                  Forfeiture
after Certain Events.  Except as
provided in Sections 8(c) and 9 hereof, the Participant’s shares of
Restricted Stock shall be forfeited to the extent such shares have 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.  If an entity ceases to be a Subsidiary, 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 restricted shares under any Awards held by such employees, effective
immediately prior to such event.


 


(b)                                  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 Participant, or the Participant’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 Participant, or the Participant’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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(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.  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 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.


 


9.                                      Effect
of Total Disability, Death or Retirement.  If the Participant incurs a Total Disability
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 prior to 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 vested under an Award. 
If any adjustment shall be made under Section 6.2 of the Plan or a
Change in Control Event shall occur and the shares of Restricted Stock are not
fully vested upon such Event or prior thereto, the restrictions applicable to
such shares of Restricted Stock shall continue in effect with respect to any
consideration or 


 


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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).  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 share of Restricted Stock 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 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 Participant
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 18 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 Participant (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 provision in any such
other agreement the provisions of Section 12(a) hereof continue to
apply to the vesting of Restricted Stock hereunder, then the Participant 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 shall be reduced or modified so
that the Company is not denied 


 


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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 Participant.


 


13.                               Tax
Withholding.  The entity within
the Company last employing the Participant shall be entitled to require a cash
payment by or on behalf of the Participant and/or to deduct from other
compensation payable to the Participant any sums required by federal, state or
local tax law to be withheld with respect to the payment of dividends or the
vesting of any Restricted Stock, but, in the alternative the Participant or
other person in whom the Restricted Stock vests may irrevocably elect, in such
manner and at such time or times prior to any applicable tax date as may be
permitted or required under Section 6.5 of the Plan and rules established
by the Committee, to have the entity last employing the Participant withhold
and reacquire shares of Restricted Stock at their Fair Market Value at the time
of vesting to satisfy any minimum withholding obligations of the Company with
respect to such vesting.  Any election to
have shares so held back and reacquired shall be subject to such rules and
procedures, which may include prior approval of the Committee, as the Committee
may impose, and shall not be available if the Participant makes or has made an
election pursuant to Section 83(b) of the Code with respect to such
Award.


 


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 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.


 


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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 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.  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.


 


[18.                           Other Agreements.  If any provision of this Agreement is inconsistent
with any provision of the Management Continuity Agreement between the
Corporation and Participant, 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 a 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)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City,
  State, Zip Code)

  



 


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THE
MACERICH COMPANY


 


RESTRICTED
STOCK AWARD


INFORMATION
STATEMENT


 


General
Information


 


This information
statement has been provided to «Name»
(the “Participant”) 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 Participant, 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 Participant pursuant to the Award Agreement will be represented
in book entry form.  This information
statement is provided to the Participant pursuant to §2-210 of the Maryland
General Corporation Law.


 


Award Summary


 


	
  Participant Name:

  	
   

  	
  «Name»

  
	
  Issuer Name:

  	
   

  	
  The Macerich Company

  
	
  Class of Security:

  	
   

  	
  Common Stock, par value
  $.01 per share

  
	
  Number of Securities:

  	
   

  	
  «Shares»
  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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