Exhibit 10.4


 


THE MACERICH COMPANY


 


NON-QUALIFIED STOCK OPTION GRANT

(Annual Grant)*


 


 


THIS GRANT dated as of December 31, 20    , by
The Macerich Company, a Maryland corporation (the “Corporation”), to
                     
(the “Director”).


 


W I T N E S S E T H


 


WHEREAS, the Corporation has adopted The Macerich Company 2003 Equity
Incentive Plan (the “Plan”).


 


NOW, THEREFORE, in consideration of the services rendered and to be
rendered by the Director, the Corporation hereby grants an option (the “Option”) to the Director pursuant to and
subject to the Plan and upon the terms and conditions evidenced hereby, which
Option is not intended as and shall not be deemed to be an incentive stock
option within the meaning of Section 422 of the Code.


 


1.                                       Option
Grant.  This Agreement evidences the
grant to the Director, as of December 31, 20    , (the
“Option
Date”), of an Option to purchase an aggregate of 5,000 shares of Common Stock, par value
$0.01 per share, subject to the terms and conditions of and to adjustments
provided in or pursuant to the Plan.


 


2.                                       Exercise
Price.  The Option entitles the
Director to purchase all of any part of the Option shares, to the extent then
exercisable, at a price per share of $              ,
which represents the Fair Market Value of the shares on the Option Date.


 


3.                                       Option
Exercisability and Term.


 


(a)                                  Except as earlier
permitted by or pursuant to the Plan or by the Compensation Committee, the
Option shall not become exercisable and no shares may be purchased by exercise
of the Option until the expiration of six months after the Option Date.  The exercisability of the Option requires
continued service through the date the Option becomes exercisable as a
condition to the vesting of the rights and benefits under this Agreement.  Partial service, even if substantial, prior
to the date the Option becomes exercisable will not entitle the Director to any
proportionate vesting or avoid or mitigate a termination of rights and benefits
upon or following a termination of service as provided in Section 8.5 of
the Plan, except as otherwise expressly provided in the Plan.


 












*Note:  If this is an initial grant under
Section 8.2(a) of the Plan, make the following changes to this form
consistent with Section 8.2(a): 
change the December 31 option date to the date of grant, make the
corresponding change to the termination date, change the number of shares of
Common Stock to 2,500.


 

















 


(b)                                 The Option shall
terminate on the earlier of December 31,
201 , or the earlier termination date under the terms of the
Plan, including but not limited to Section 8.5, 8.6 or 6.2.


 


4.                                       Service.  The Director agrees to serve as a director
in accordance with the provisions of the Corporation’s Articles of
Incorporation, bylaws and applicable law.


 


5.                                       General
Terms.  The Option and this Grant
are subject to, and the Corporation and the Director agree to be bound by, the
provisions of the Plan that apply to the Option (including but not limited to
Sections 1.8, 6.2, 6.4 and Article 8 of the Plan), and such provisions are
incorporated herein by this reference. 
If there is any conflict or inconsistency between the terms and
conditions of this Agreement and of the Plan, the terms and conditions of the
Plan shall govern.  The Director
acknowledges receiving a copy of the Plan and reading its applicable
provisions.  Capitalized terms not
otherwise defined herein shall have the meaning assigned to such terms in the
Plan.


 


 


IN WITNESS WHEREOF, the Corporation has executed this Agreement as of
the date first above written.


 


 


	
   

  	
   

  	
  THE MACERICH COMPANY
a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Richard A. Bayer

  
	
   

  	
   

  	
   

  	
  Executive Vice President, General

  
	
   

  	
   

  	
   

  	
  Counsel & Secretary

  
						



 


2