Exhibit 10.5


 


AMENDMENT
2003-1

TO

THE MACERICH COMPANY

EMPLOYEE STOCK PURCHASE PLAN


 


 


WHEREAS, The Macerich Company (the “Company”)
maintains The Macerich Company Employee Stock Purchase Plan (the “ESPP”);


 


WHEREAS, Section 19(d) of the ESPP provides that the
Board of Directors of the Company may amend the Plan.


 


NOW, THEREFORE, the ESPP is hereby amended, effective
on October 29, 2003 as follows:


 


1.                                       The
last sentence of Section 7(a) is hereby amended to read as follows:


 


“A Participant’s Account shall be reduced by any
amounts used to pay the Exercise Price of
shares acquired, by any other amounts distributed pursuant to Sections 7(e) or
11 or by any amounts used to satisfy withholding obligations pursuant to
Section 25.”


 


2.                                       Section 9
is hereby amended in its entirety to read as follows:


 


“Unless a Participant withdraws pursuant to
Section 7(e) or the Participant’s Plan participation is terminated as
provided in Section 11, his or her Option for the purchase of shares shall
be exercised automatically on the Exercise Date for that Offering Period,
without any further action on the Participant’s part, and the maximum number of
shares (which may include fractional shares) of Common Stock subject to such
Option (subject to the limits of Section 8(c)) shall be purchased at the
Exercise Price with the balance of such Participant’s Account.”


 


3.                                       The
second sentence of Section 16 is hereby amended to read as follows:


 


“Each Participant’s statement shall set forth, as of
such Exercise Date, that Participant’s Account balance immediately prior to the
exercise of his or her Option, the Exercise Price and the number of shares
purchased.”


 


4.                                       The
second sentence of the first paragraph of Section 25 is hereby amended to
read as follows:


 


“In such event, the maximum number of shares subject
to such Option (subject to the other limits set forth in this Plan) shall be
purchased at the Exercise Price with the balance of the Participant’s Account
(after reduction for the tax withholding amount).”


 

















 


5.                                       Section 24
is hereby amended by adding a new subsection (e) to read as follows:


 


“(e)                            Electronic and Telephonic Media.  Notwithstanding any provisions contained
herein to the contrary requiring the submission of forms and elections in the
form of a writing signed by the Participant in order to be effective, the
Committee (or its delegate) may require or permit Participant (or Beneficiary,
as the context may require) elections and/or consents under this Plan to be
made by means of such electronic or telephonic media as the Committee may
prescribe.  A Participant’s
participation election, request to withdraw from participation or other form of
election permitted by electronic or telephonic media under this Plan by the
Committee (or its delegate) shall be deemed to constitute the submission of a
writing signed by the Participant for purposes of this Plan only if timely
processed.  Reasonable efforts will be
used to process electronic or telephonic media consents and elections made
under this Plan.  Notwithstanding the
preceding sentence or anything else in this Plan to the contrary, neither the
Company, the Committee (or its delegate), nor any other person guarantees that
any consent or election will be so processed. 
However, the Committee (or its delegate) may accept consents and elections
that are not timely processed and retroactively implement such consents or
elections in the event that and to the extent that the failure of timely
processing was due to system error or other event not reasonably within the
control of the Participant, as the Committee (or its delegate) determines in
its sole discretion.  The Committee (or
its delegate) may adopt new or alternative rules for electronic or telephonic
media consents and elections as it deems appropriate in its sole and complete
discretion (including, without limitation, eliminating any electronic or
telephonic media system and re-implementing a requirement of written forms in
all cases).  In order to be effective,
each consent and/or election must be made in accordance with such other rules
as the Committee may prescribe.  The
provisions of this Section 24(e) shall not affect the requirement that
Beneficiary designations be in writing in accordance with Section 13.”


 


IN WITNESS WHEREOF, The Macerich Company has caused
this Amendment to be executed on
                              ,
2003.


 


	
   

  	
   

  	
  THE MACERICH COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 


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