Exhibit 10.32.3


 


FORM OF
EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT


 


THE MACERICH COMPANY 

EMPLOYEE STOCK APPRECIATION RIGHT AGREEMENT

2003 EQUITY INCENTIVE PLAN


 


	
  Grantee:

  	
                                            

  	
   

  
	
  Award
  Date:

  	
                                            

  	
   

  
	
  Base
  Price per Share(1):

  	
                                            

  	
   

  
	
  Number
  of Shares(1):

  	
                                            

  	
   

  
	
  Expiration
  Date(2):

  	
                                            

  	
   

  
	
  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, as amended (the
“Plan”).  Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned by the Plan.


 


WHEREAS,
pursuant to the Plan, the Corporation has granted to the Grantee with reference
to services rendered and to be rendered to the Company, effective as of the
Award Date, a Stock Appreciation Right 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 Grantee and the mutual promises made herein
and the mutual benefits to be derived therefrom, the parties agree as follows:


 


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


 






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


 


(2) Subject to early termination if the Grantee’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
Stock Appreciation Right.


 

















 


(a)   Cumulative Exercisability.  To the extent the Grantee does not at the
time of a particular exercise receive all the shares that the Grantee may then
receive upon exercise, the Grantee has the right cumulatively thereafter to
receive any of such shares not so received until the Stock Appreciation Right
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 received at any one time, unless the number received is the total number at
the time exercisable under the Stock Appreciation Right.


 


2.     Exercise and Payment
of Stock Appreciation Right.


 


(a)   Exercise Procedures.  To the extent vested and exercisable, the
Stock Appreciation Right may be exercised by the delivery to the Corporation of
a written exercise notice stating the number of shares to be exercised pursuant
to the Stock Appreciation Right accompanied by payment or provision for any
applicable employment or other taxes or withholding for taxes thereon.  Subject to Section 6.4 of the Plan, the
Stock Appreciation Right shall be deemed to be exercised upon receipt and
approval by the Corporation of such written exercise notice accompanied by any
payment or provision for payment so required.


 


(b)   Payment Procedures.  Upon exercise of a Stock Appreciation Right,
the Grantee shall be entitled to receive payment of an amount determined by
multiplying:


 


(i)    the difference obtained by subtracting the
Base Price set forth above from the Fair Market Value of a share of Common
Stock on the date of exercise of the Stock Appreciation Right, by


 


(ii)   the number of shares with respect to which
the Stock Appreciation Right shall have been exercised.


 


Payment shall be made by the Corporation of the amount
determined above solely in shares of Common Stock (valued at their Fair Market
Value on the date of exercise of the Stock Appreciation Right).


 


3.     Continuance of Employment
Required.  Except as
otherwise provided in Section 5, 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 Grantee 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 4 or 7 below
or under the Plan.


 


4.     Effect of Termination of Employment
on Exercise Period.  If
the Grantee’s employment by either the Corporation or any subsidiary
terminates, the Stock Appreciation Right and all other rights and benefits
under this Agreement terminate, 


 


2

















 


except that the Grantee
may, at any time within the applicable period below after the Severance Date,
exercise the Stock Appreciation Right to the extent the Stock Appreciation
Right was exercisable on the Severance Date and has not otherwise expired or
terminated:


 


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


 


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


 


(c)   If the Grantee’s employment terminates as a
result of Retirement, the Grantee (or the Grantee’s Personal Representative or
Beneficiary, as the case may be) shall have 12 months after the Severance Date
to exercise the Stock Appreciation Right to the extent the Stock Appreciation
Right was exercisable on the Severance Date.


 


(d)   If the Grantee’s employment terminates for
Cause, the Stock Appreciation Right shall terminate as of the Severance Date.


 


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


 


[Subject to Section 18,]
If the Grantee upon or not later than 12 months following a Change in Control
Event has a Qualified Termination (as defined in Section 6.2(c) of
the Plan) or terminates his or her employment for Good Reason, then any portion
of the Stock Appreciation Right 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 6, 7 and 9 of this Agreement. 
As used in this Agreement, the term “Good Reason” means a termination of
employment by the Grantee 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 Grantee specifying in
reasonable detail such occurrence, without the Grantee’s written consent
thereto: (1) an adverse and significant change in the Grantee’s position,
duties, responsibilities or status with the Company;  (2) a change in the Grantee’s principal
office location to a location farther away from the Grantee’s home which is
more than 30 miles from the Grantee’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 


 


3

















 


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
Grantee’s Base Salary; or (5) any material breach by the Company of any
written employment or management continuity agreement with the Grantee.  For purposes of the definition of “Good
Reason,” the term “Base Salary” means the annual base rate of compensation
payable as salary to the Grantee by the Company as of the Grantee’s date of
termination, before deductions or voluntary deferrals authorized by the Grantee
or required by law to be withheld from the Grantee 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.


 


6.     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
Stock Appreciation Right, the Base Price and the securities deliverable upon
exercise of the Stock Appreciation Right (or any combination thereof) or
provide for a cash payment or the assumption, substitution or exchange of the
Stock Appreciation Right or the shares or other securities subject to the Stock
Appreciation Right, based upon the distribution or consideration payable to
stockholders generally.  All rights of
the Grantee hereunder are subject to such adjustments and other provisions of
the Plan.


 


7.     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 5 of this Agreement, the Committee retains the
right to terminate the Stock Appreciation Right, 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 7 is not intended to
prevent future vesting (including provision for future vesting) if the Stock
Appreciation Right (or a substituted award) remains outstanding following a
Change in Control Event.


 


8.     Change in Subsidiary’s
Status; Leaves of Absence. 
If the Grantee 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 Grantee’s employment by the Company other than a termination
for Cause, Total Disability, Retirement or death of the Grantee.  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 4 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.


 


4

















 


9.     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 the Stock Appreciation Right 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 Stock Appreciation Right will continue to vest in accordance with and
subject to the other provisions hereof.


 


(b)   Reduction
in Benefits.  If the
Grantee 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 9(a) hereof
shall not apply, and, to the extent permitted by the MCA, in] any other
then-existing agreement between the Company and the Grantee (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 in any
such other agreement the provisions of Section 9(a) hereof continue
to apply to the vesting of the Stock Appreciation Right hereunder, then the
Grantee may designate by written notice to the Secretary of the Corporation the
order in which “parachute payments” under this Employee Stock Appreciation
Right Agreement and any other Stock Appreciation Right Agreements, Stock Option
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.


 


(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 9,
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 Grantee.


 


10.   Limitation
on Exercise of Stock Appreciation Right.  The Grantee will not be entitled to receive
Common Stock upon exercise of the Stock Appreciation Right to the extent that
it will cause the Grantee to Beneficially or Constructively Own 


 


5

















 


Equity Shares in excess
of the Ownership Limit.  If the Grantee
exercises any portion of this Stock Appreciation Right which upon delivery of
the Common Stock would cause the Grantee to Beneficially or Constructively Own
Equity Shares in excess of the Ownership Limit, the Corporation has the right
to deliver to the Grantee, 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).


 


11.   Grantee not a Stockholder.  Neither the Grantee nor any other person
entitled to exercise the Stock Appreciation Right 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.


 


12.   No Guarantee of Continued
Employment.  Nothing
contained in this Agreement or the Plan constitutes an employment or service
commitment by the Company, affects the Grantee’s status as an employee at will
who is subject to termination without cause, confers upon the Grantee 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 Grantee’s other compensation or
benefits.  Nothing in this Section 12,
however, is intended to adversely affect any independent contractual right of
the Grantee 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 Grantee 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.


 


13.   Non-Transferability
of Stock Appreciation Right. 
The Stock Appreciation Right and any other rights of the Grantee under
this Agreement or the Plan are nontransferable except as provided in Section 1.8
of the Plan.


 


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


 


15.   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.


 


16.   Entire
Agreement; Governing Law. 
The Plan is incorporated herein by reference.  [Subject to Section 18 below,] The Plan
and this Agreement constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede in 


 


6

















 


their entirety all prior
undertakings and agreements of the Company and the Grantee with respect to the
subject matter hereof, and may not be modified adversely to the Grantee’s interest
except by means of a writing signed by the Company and the Grantee.  The constructive interpretation, performance
and enforcement of this Agreement and the Stock Appreciation Right shall be
governed by the internal substantive laws, but not the choice of law rules, of
the State of Maryland.


 


17.   Plan.  The Stock Appreciation Right and all rights
of the Grantee with respect thereto are subject to, and the Grantee 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 Grantee 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 Grantee 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.


 


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.  For purposes of the foregoing, the Stock
Appreciation Right shall be treated the same as an Option under the MCA.]  [This provision and the language in
brackets in Sections 5, 9(a), 9(b) and 16 are to be included only in
agreements with Grantees subject to the MCA.  ]


 


7

















 


	
  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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Grantee’s Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (City, State, Zip Code)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  



 


8