Exhibit 10.3


 


THE MACERICH COMPANY


2010 LTIP UNIT


AWARD AGREEMENT


 


2010 LTIP UNIT AWARD
AGREEMENT made as of date set forth on Schedule A hereto between The
Macerich Company, a Maryland corporation (the “Company”), its subsidiary
The Macerich Partnership, L.P., a Delaware limited partnership and the entity
through which the Company conducts substantially all of its operations (the “Partnership”),
and the party listed on Schedule A (the “Grantee”).


 


RECITALS


 


A.                                                                                   The Grantee is a key employee of the Company or one of its Subsidiaries
or affiliates and provides services to the Partnership.


 


B.                                                                                     Pursuant to its
Long-Term Incentive Plan (“LTIP”) the Company can award units of limited
partnership interest of the Partnership designated as “LTIP Units” in the
Partnership Agreement (as defined herein) under The Macerich Company 2003
Equity Incentive Plan, as amended (the “2003 Plan”), to provide certain
key employees of the Company or its Subsidiaries and affiliates, including the
Grantee, in connection with their employment with the long-term incentive
compensation described in this Award Agreement (this “Agreement” or “Award
Agreement”), and thereby provide additional incentive for them to promote
the progress and success of the business of the Company and its Subsidiaries
and affiliates, including the Partnership, while increasing the total return to
the Company’s stockholders.  2010 LTIP
Units (as defined herein) have been awarded by the Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”) pursuant to
authority delegated to it by the Board as set forth in the Committee’s charter,
including authority to make grants of equity interests in the Partnership which
may, under certain circumstances, become exchangeable for shares of the Company’s
Common Stock reserved for issuance under the 2003 Plan, or any successor equity
plan (as any such plan may be amended, modified or supplemented from time to
time, collectively the “Stock Plan”)). 
This Agreement evidences an award to the Grantee under the LTIP (this “Award”),
which is subject to the terms and conditions set forth herein.


 


C.                                                                                     The Grantee was
selected by the Committee to receive this Award as one of a select group of
highly compensated or management employees who, through the effective execution
of their assigned duties and responsibilities, are in a position to have a
direct and measurable impact on the Company’s long-term financial results.  Effective as of the grant date specified in Schedule
A hereto, the Committee awarded to the Grantee the number of 2010 LTIP
Units (as defined herein) set forth in Schedule A.


 


NOW, THEREFORE, the Company, the Partnership and the
Grantee agree as follows:


 


1.                                                                                       Administration.  The LTIP and all awards
thereunder, including this Award, shall be administered by the Committee, which
in the administration of the LTIP shall have all the powers and authority it
has in the administration of the Stock Plan, as set forth in the


 

















 


Stock Plan. 
The Committee may from time to time adopt any rules or procedures
it deems necessary or desirable for the proper and efficient administration of
the LTIP, consistent with the terms hereof and of the Stock Plan.  The Committee’s determinations and
interpretations with respect to the LTIP and this Agreement shall be final and
binding on all parties.


 


2.                                                                                       Definitions.  Capitalized terms used
herein without definitions shall have the meanings given to those terms in the
Stock Plan.  In addition, as used herein:


 


“Award
2010 LTIP Units” has the meaning set forth in Section 3(a).


 


“Award
2010-2 LTIP Units” has the meaning set forth in Section 3(b).


 


“Cause” for termination of the Grantee’s
employment means that the Company, acting in good faith based upon the
information then known to the Company, determines that the Grantee has:


 


(a)                                  failed to
perform in a material respect without proper cause his obligations under the
Grantee’s Service Agreement (if one exists);


 


(b)                                 been convicted
of or pled guilty or nolo contendere
to a felony; or


 


(c )                               committed an
act of fraud, dishonesty or gross misconduct which is materially injurious to
the Company.


 


Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the
Applicable Board (as defined below) or upon the instructions of the Chief
Executive Officer of the Company or based upon the advice of counsel or
independent accountants for the Company shall be conclusively presumed for
purposes of this Agreement to be done, or omitted to be done, by the Grantee in
good faith and in the best interests of the Company.  The cessation of employment of the Grantee
shall not be deemed to be for Cause under clause (a) or (c) above
unless and until there shall have been delivered to the Grantee a copy of a
resolution duly adopted by the affirmative vote of at least a majority of the
entire membership of the Applicable Board (excluding the Grantee and any
relative of the Grantee, if the Grantee or such relative is a member of the
Applicable Board) at a meeting of the Applicable Board called and held for such
purpose (after reasonable notice is provided to the Grantee and the Grantee is
given an opportunity, together with counsel for the Grantee, to be heard before
the Applicable Board), finding that, in the good faith opinion of the
Applicable Board, the Grantee is guilty of the conduct described in clause (a) or
(c) above, and specifying the particulars thereof in reasonable
detail.  For purposes of the definition
of Cause, “Applicable Board” means the Board or, if the Company is not
the ultimate parent corporation of the Company and its Affiliates and is not
publicly-traded, the board of directors of the ultimate parent of the Company.


 


“Change of Control” means any of the
following:


 


(a)                                  The acquisition
by any Person of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 33% or more of either (A) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the
then-outstanding


 


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voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided,
however, that, for purposes of this definition, the following acquisitions shall
not constitute a Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any acquisition
by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any affiliate of the Company or successor or (iv) any
acquisition by any entity pursuant to a transaction that complies with (c)(i),
(c)(ii) and (c)(iii) below;


 


(b)                                 Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least two-thirds of the directors then comprising the
Incumbent Board (including for these purposes, the new members whose election
or nomination was so approved, without counting the member and his predecessor
twice) shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;


 


(c )                               Consummation of
a reorganization, merger, statutory share exchange or consolidation or similar
corporate transaction involving the Company or any of its subsidiaries, a sale
or other disposition of all or substantially all of the assets of the Company,
or the acquisition of assets or stock of another entity by the Company or any
of its subsidiaries (each, a “Business Combination”), in each case
unless, following such Business Combination, (i) all or substantially all
of the individuals and entities that were the beneficial owners of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 60% of the then-outstanding shares of common stock and
the combined voting power of the then-outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets directly or through one or more
subsidiaries (“Parent”)) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (ii) no Person (excluding any entity resulting from such Business
Combination or a Parent or any employee benefit plan (or related trust) of the
Company or such entity resulting from such Business Combination or Parent)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the entity resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such entity, except to the extent that the ownership in
excess of 20% existed prior to the Business Combination, and (iii) at
least a majority of the members of the board of directors or trustees of the
entity resulting from such Business Combination were members of the Incumbent
Board at the


 


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time
of the execution of the initial agreement or of the action of the Board
providing for such Business Combination; or


 


(d)                                 Approval by the
stockholders of the Company of a complete liquidation or dissolution of the
Company.


 


“Code” means the
Internal Revenue Code of 1986, as amended.


 


“Common Stock” means shares of the Company’s
common stock, par value $0.01 per share, either currently existing or
authorized hereafter.


 


“Continuous Service” means the
continuous service to the Company or any Subsidiary or affiliate, without
interruption or termination, in any capacity of employee, or, with the written
consent of the Committee, consultant. 
Continuous Service shall not be considered interrupted in the case of (A) any
approved leave of absence, (B) transfers among the Company and any
Subsidiary or affiliate, or any successor, in any capacity of employee, or with
the written consent of the Committee, consultant, or (C) any change in
status as long as the individual remains in the service of the Company and any
Subsidiary or affiliate in any capacity of employee, member of the Board or (if
the Company specifically agrees in writing that the Continuous Service is not
uninterrupted) a consultant.  An approved
leave of absence shall include sick leave, military leave, or any other
authorized personal leave.


 


“Disability” means (1) a “permanent and
total disability” within the meaning of Section 22(e)(3) of the Code,
or (2) the absence of the Grantee from his duties with the Company on a
full-time basis for a period of nine months as a result of incapacity due to
mental or physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Grantee
or his legal representative (such agreements as to acceptability not to be
unreasonably withheld).  “Incapacity” as
used herein shall be limited only to a condition that substantially prevents
the Grantee from performing his or her duties.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


“Fair Market Value” of a Share as of a particular date means the fair market
value of a Share as determined by the Committee using any reasonable method and
in good faith (such determination will be made in a manner that satisfies Section 409A
of the Code and in good-faith as required by Section 422(c)(1) of the
Code);  provided that (a) if Shares are then listed on a
national stock exchange, the closing sales price per share on the principal
national stock exchange on which Shares are listed on such date (or, if such
date is not a trading date on which there was a sale of such shares on such
exchange, the last preceding date on which there was a sale of Shares on such
exchange), (b) if Shares are not then listed on a national stock exchange
but are then traded on an over-the-counter market, the average of the closing
bid and asked prices for Shares in the principal over-the-counter market on
which Shares are traded on such date (or, if such date is not a trading date on
which there was a sale of Shares on such market, for the last preceding date on
which there was a sale of Shares in such market), or (c) if Shares are not
then listed on a national stock exchange or traded on an over-the-counter
market, such value as the Committee in its discretion may in good faith
determine; provided that, where Shares are 


 


4

















 


so listed or traded, the Committee may make such
discretionary determinations where Shares have not been traded for 10 trading
days.


 


“Good Reason” means an action taken by the
Company, without the Grantee’s written consent thereto, resulting in a material
negative change in the employment relationship. 
For these purposes, a “material negative change in the employment
relationship” shall include, without limitation, any one or more of the
following reasons, to the extent not remedied by the Company within 30 days
after receipt by the Company of written notice from the Grantee provided to the
Company within 90 days (the “Cure Period”) of the Grantee’s knowledge of the
occurrence of an event or circumstance set forth in clauses (a) through (e) below
specifying in reasonable detail such occurrence:


 


(a)                                  the assignment
to the Grantee of any duties materially inconsistent in any respect with the
Grantee’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities, or any other material
diminution in such position, authority, duties or responsibilities (whether or
not occurring solely as a result of the Company’s ceasing to be a publicly
traded entity);


 


(b)                                 a change in the
Grantee’s principal office location to a location further away from the Grantee’s
home which is more than 30 miles from the Grantee’s current principal office;


 


(c )                               the taking of
any action by the Company to eliminate benefit plans in which the Grantee
participated in or was eligible to participate in immediately prior to a Change
of Control 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 of Control 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 similarly situated
persons of executive rank in the Company or a combined organization shall not
constitute Good Reason;


 


(d)                                 any one or more
reductions in the Grantee’s Base Salary that, individually or in the aggregate,
exceed 10% of the Grantee’s Base Salary; or


 


(e)                                  any material
breach by the Company of the Grantee’s Service Agreement (if one exists).


 


In the event that the Company fails to remedy the
condition constituting Good Reason during the applicable Cure Period, the
Grantee’s “separation from service” (within the meaning of Section 409A of
the Code) must occur, if at all, within two years following the occurrence of
such condition in order for such termination as a result of such condition to
constitute a termination for Good Reason. 
If the Grantee suffers a Disability or dies following the occurrence of
any of the events described in clauses (a) through (e) above and the
Grantee has 


 


5

















 


given the Company the
requisite written notice but the Company has failed to remedy the situation
prior to such physical or mental incapacity or death, the Grantee’s physical or
mental incapacity or death shall not affect the ability of the Grantee or his
heirs or beneficiaries, as applicable, to treat the Grantee’s termination of
employment as a termination for Good Reason. 
For purposes of the definition of Good Reason, the term “Base Salary”
means the annual base rate of compensation payable to 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.  Salary excludes all other
extra pay such as overtime, pensions, severance payments, bonuses, stock
incentives, living or other allowances, and other perquisites.


 


“2010 LTIP Units” means units of limited
partnership interest of the Partnership designated as “LTIP Units” in the
Partnership Agreement awarded pursuant to this Agreement under the LTIP having
the rights, voting powers, restrictions, limitations as to distributions,
qualifications and terms and conditions of redemption set forth in the
Partnership Agreement.


 


“Partnership Agreement” means the Amended and
Restated Limited Partnership Agreement of the Partnership, dated as of March 16,
1994, among the Company, as general partner, and the limited partners who are
parties thereto, as amended from time to time.


 


“Peer REIT” means each of the business
entities qualified as real estate investment trusts (“REITs”) that are part of the constituent
companies contained in the FTSE NAREIT Index excluding all REITs classified as “hybrid
REITs” and all REITs classified as “mortgage REITs” within that FTSE NAREIT
Index.  The Committee may in its sole and
absolute discretion exclude from the group of Peer REITs any REIT (A) that
is in bankruptcy at any point during the Performance Period or (B) that
was added to or removed from the FTSE NAREIT Index during the Performance
Period or otherwise was not part of the index for the full Performance
Period.  In lieu of excluding such Peer
REIT altogether, the Committee may adjust the calculation of Total Return to
the extent determined by the Committee in its reasonable discretion.


 


“Peer
REIT Total Return” means, for a Peer REIT, with respect to the Performance
Period, the absolute total stockholder return of the common equity of such Peer
REIT during the Performance Period, calculated in the same manner as Total
Return is calculated for the Company.


 


“Performance
Period” means, the period commencing on February 1, 2010 and
concluding on the earliest of (a) January 31, 2011, (b) the date
of a Change of Control or (c) the date of a Qualified Termination.


 


“Person” means an individual, corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organization, other entity or “group” (as defined in the
Exchange Act).


 


“Qualified Termination” means a termination
of the Grantee’s employment (A) by the Company for no reason, or for any
reason other than for Cause, death or Disability or (B) by the Grantee for
Good Reason.


 


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“Service Agreement” means, as of a particular
date, any employment, consulting or
similar service agreement, including, without limitation, management continuity
agreement, then in effect between the Grantee, on the one hand, and the Company
or one of its affiliates, on the other hand, as amended or supplemented through
such date.


 


“Share
Price” means, as of a particular date, the Fair Market Value of one Share
for the most recent trading day immediately preceding such date; provided
further, however, that if such date is the date upon which a Transactional Sale
Event occurs, the Share Price as of such date shall be equal to the fair market
value in cash, as determined by the Committee, of the total consideration paid
or payable in the transaction resulting in the Transactional Sale Event for one
Share.


 


“Share”
means a share of Common Stock, subject to adjustments pursuant to Section 6.2
of the 2003 Plan.


 


“Total Return” means, with respect to the
Performance Period, the compounded total annual return that would have been
realized by a stockholder who (1) bought one Share on the first day of the
Performance Period at the Share Price on such date, (2) reinvested each
dividend and other distribution declared during such period of time with
respect to such Share (and any other Shares previously received upon
reinvestment of dividends or other distributions) in additional Shares at the
Share Price on the applicable dividend payment date and (3) sold such
Shares on the last day of such Performance Period at the Share Price on such
date.  As set forth in, and pursuant to, Section 9
of this Agreement, appropriate adjustments to the Total Return shall be made to
take into account all stock dividends, stock splits, reverse stock splits and
the other events set forth in Section 9 that occur during the Performance
Period.  In calculating Total
Return, it is the current intention of the Committee to use total return to
stockholders data for the Company and the Peer REITs available from one or more
third party sources, though the Committee reserves the right to retain the
services of a consultant to analyze relevant data or perform necessary
calculations in its reasonable discretion for purposes of this Award.


 


“Transactional
Sale Event” means (a) a Change of Control described in clause (a) of
the definition thereof as a result of a tender offer for Shares or (b) a
Change of Control described in clause (c) of the definition thereof.


 


“Units” means Partnership Units (as defined
in the Partnership Agreement) that are outstanding or are issuable upon the
conversion, exercise, exchange or redemption of any securities of any kind convertible,
exercisable, exchangeable or redeemable for Partnership Units.


 


3.                                                                                       Award
of 2010 LTIP Units.


 


(a)                                  On the terms
and conditions set forth in this Agreement, as well as the terms and conditions
of the Stock Plan, the Grantee is hereby granted this Award consisting of the
number of 2010 LTIP Units set forth on Schedule A hereto, which is
incorporated herein by reference (the “Award 2010 LTIP Units”).


 


(b)                                 If pursuant to Section 4
hereof vesting above 100% of the Award 2010 LTIP Units occurs an additional
number of 2010 LTIP Units shall be granted to the 


 


7

















 


Grantee
to cover the excess vesting percentage based on the calculations to be made
pursuant to Section 4 hereof (the “Award 2010-2 LTIP Units”).  In connection with any such subsequent grant
of Award 2010-2 LTIP Units the Grantee shall execute and deliver to the Company
and the Partnership such documents, comparable to the documents executed and
delivered in connection with this Agreement, as the Company and/or the
Partnership reasonably request in order to comply with all applicable legal
requirements, including, without limitation, federal and state securities laws.


 


(c )                               2010 LTIP Units
shall constitute and be treated as the property of the Grantee as of the
applicable grant date, subject to the terms of this Agreement and the
Partnership Agreement.  Every grant of
2010 LTIP Units to the Grantee pursuant to this Award shall be set forth in
minutes of the meetings of the Committee. 
2010 LTIP Units will be: (A) subject to vesting and/or forfeiture
to the extent provided in Section 4; and (B) subject to
restrictions on sale as provided in Section 8 hereof.


 


4.                                                                                       Vesting
of 2010 LTIP Units.


 


(a)                                  The percentage of the Grantee’s Award
2010 LTIP Units that will become vested at the end of the Performance Period
will be based on the percentile rank of the Company’s Total Return relative to
the Peer REIT Total Return for the Peer REITs for the Performance Period as set
forth below, except as set forth in Section 5 hereof.


 


	
  Percentile
  Rank

  	
   

  	
  Award Earned

  
	
  At least the 80th percentile
  and including the 100th percentile

  	
   

  	
  200% of the Award 2010
  LTIP Units

  
	
  At least the 60th percentile
  but less than the 80th percentile

  	
   

  	
  150% of the Award 2010
  LTIP Units

  
	
  At least the 40th percentile
  but less than the 60th percentile

  	
   

  	
  100% of the Award 2010
  LTIP Units

  
	
  At least the 30th percentile
  but less than the 40th percentile

  	
   

  	
  50% of the Award 2010
  LTIP Units

  
	
  Less than the 30th percentile

  	
   

  	
  0% of the Award 2010
  LTIP Units

  



 


The percentile
rank above shall be calculated using the following formula:


 


	
  Percentile 
  Rank =

  	
  (100% - X) + Y

  	
   

  
	
   

  	
  2

  	
   

  



 


8














 


Where:


 


X =                 the number of Peer REITs with a Peer REIT Total Return
greater than the Company’s Total Return during the Performance Period as a
percentage of the total number of Peer REITs plus the Company.


 


Y =                  the number of Peer REITs with a Peer REIT Total Return
less than the Company’s Total Return during the Performance Period as a
percentage of the total number of Peer REITs plus the Company.


 


Vesting of the Grantee’s
Award 2010 LTIP Units shall occur as of the last day of the Performance Period
regardless of when the Committee completes its determination of percentile rank
or any other calculations or assessments related to its determination of the
vesting percentage.  If, as a result of
performance above the 60th percentile, the percentage of the Grantee’s
Award 2010 LTIP Units that will become vested as of the end of the Performance
Period exceeds 100%, Award 2010-2 LTIP Units granted pursuant to Section 3(b) hereof
shall be immediately vested when granted.


 


(b)                                 Notwithstanding
the foregoing, if for the Performance Period the Company’s Total Return on an
absolute basis is less than 6%, then the Committee may in its sole and absolute
discretion make equitable adjustments to the vesting criteria for the Award
2010 LTIP Units set forth in Section 4(a) regardless of the
percentile rank of the Company’s Total Return relative to the Peer REIT Total
Return of the Peer REITs.  In addition,
the Committee may, upon consideration of the statistical distribution of the
Peer REITs within the full range of Peer REIT Total Return for the Performance
Period, exercise its reasonable discretion to allow for vesting of Award 2010
LTIP Units under Section 4(a) on a basis other than a strict
mathematical calculation of percentile rank. 
By way of illustration, if for a given period the Peer REIT Total Return
of a number of Peer REITs is clustered within a narrow range such that the
effect of the precise calculation of percentiles is that vesting would not
occur or occur at a specific level, the Committee could in its discretion
conclude that vesting should occur at a different level to the extent
appropriate in light of the circumstances and of the Company’s Total Return
performance relative to the Peer REITs as a group.


 


(c)                                  Any Award 2010
LTIP Units that do not become vested pursuant to this Section 4
shall, without payment of any consideration by the Partnership, automatically
and without notice terminate, be forfeited and be and become null and void as
of the end of the Performance Period, and neither the Grantee nor any of his
successors, heirs, assigns, or personal representatives will thereafter have
any further rights or interests in such unvested Award 2010 LTIP Units.


 


5.                                                                                       Change
of Control or Termination of Grantee’s Service Relationship.


 


(a)                                  If the Grantee
is a party to a Service Agreement, the provisions of Sections 5(b), 5(c) and
5(d) below shall govern the vesting of the Grantee’s Award 2010
LTIP Units exclusively in the event of a Change of Control or termination of
the Grantee’s service relationship with the Company or any Subsidiary or
affiliate, unless the 


 


9

















 


Service
Agreement contains provisions that expressly refer to this Section 5
and provides that those provisions of the Service Agreement shall instead govern
the vesting of the Grantee’s Award 2010 LTIP Units.  The foregoing sentence will be deemed an
amendment to any applicable Service Agreement to the extent required to apply
its terms consistently with this Section 5, such that, by way of
illustration, any provisions of the Service Agreement with respect to
accelerated vesting or payout of the Grantee’s bonus or incentive compensation
awards in the event of certain types of terminations of Grantee’s service
relationship (such as, for example, termination at the end of the term,
termination without Cause by the employer or termination for Good Reason by the
employee) shall not be interpreted as requiring that any calculations set forth
in Section 4 hereof be performed, or vesting occur with respect to
this Award other than as specifically provided in this Section 5.  In the event an entity ceases to be a
Subsidiary or affiliate of the Company, such action shall be deemed to be a
termination of employment of all employees of that entity for purposes of this Agreement,
provided that the Committee, in its sole and absolute discretion, may
make provision in such circumstances for accelerated vesting of some or all of
the Grantee’s unvested Award 2010 LTIP Units that have not previously been
forfeited and, if applicable, for the granting of Award 2010-2 LTIP Units
effective immediately prior to such event.


 


(b)                                 In the event of
a Change of Control or Qualified Termination prior to January 31, 2011,
then:


 


(i)                                     the
calculations provided in Section 4 hereof shall be performed
effective as of the date of the Change of Control or Qualified Termination as
if the Performance Period ended on such date;


 


(ii)                                  the number of
Award 2010 LTIP Units resulting from the above calculations shall automatically
and immediately be earned and become vested as of the date of the Change of
Control or Qualified Termination;


 


(iii)                               if pursuant to
the above calculations vesting above 100% of the Award 2010 LTIP Units occurs,
the appropriate number of Award 2010-2 LTIP Units shall be granted to the
Grantee to cover the excess vesting percentage based on such calculations and
such Award 2010-2 LTIP Units shall be immediately vested.  In connection with any such subsequent grant
of Award 2010-2 LTIP Units the Grantee shall execute and deliver to the Company
and the Partnership such documents, comparable to the documents executed and
delivered in connection with this Agreement, as the Company and/or the
Partnership reasonably request in order to comply with all applicable legal
requirements, including, without limitation, federal and state securities laws;
and


 


(iv)                              following the
date of the Change of Control or Qualified Termination no further calculations
pursuant to Section 4 hereof shall be performed.  Any Award 2010 LTIP Units that do not 


 


10

















 


become vested pursuant to
this Section 5(b) shall, without payment of any consideration
by the Partnership, automatically and without notice terminate, be forfeited
and be and become null and void, and neither the Grantee nor any of his
successors, heirs, assigns, or personal representatives will thereafter have
any further rights or interests in such unvested Award 2010 LTIP Units.


 


(c )                               Notwithstanding
the foregoing, in the event vesting pursuant to this Section 5(b) is
determined to constitute “nonqualified deferred compensation” subject to Section 409A
of the Code, then, to the extent the Grantee is a “specified employee” under Section 409A
of the Code subject to the six-month delay thereunder, any such vesting or
related payments to be made during the six-month period commencing on the
Grantee’s “separation from service” (as defined in Section 409A of the
Code) shall be delayed until the expiration of such six-month period.


 


(d)                                 In the event of
a termination of employment or other cessation of the Grantee’s Continuous
Service other than a Qualified Termination, effective as of the date of such
termination or cessation, all 2010 LTIP Units except for those that had
previously been earned and become vested pursuant to Section 4
hereof shall automatically and immediately be forfeited by the Grantee.  Any forfeited Award 2010 LTIP Units shall,
without payment of any consideration by the Partnership, automatically and
without notice be and become null and void, and neither the Grantee nor any of
his successors, heirs, assigns, or personal representatives will thereafter
have any further rights or interests in such forfeited Award 2010 LTIP
Units.  If the Grantee’s employment with
the Company or a Subsidiary or affiliate 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 accelerated or continued vesting of some or all of the
Grantee’s unvested Award 2010 LTIP Units that have not previously been
forfeited and, if applicable, for the granting of Award 2010-2 LTIP Units, in
each case effective prior to the Retirement.


 


(e)                                  To the extent
that the Grantee’s Service Agreement entitles the Grantee to receive any
severance payments, or any other similar term used in the Grantee’s Service
agreement, from the Company in case of a termination of the Grantee’s
employment following a Change of Control or a similar event (“Change of Control
Benefits”), then for purposes of calculating the Grantee’s entitlement to such
Change of Control Benefits any of the Award 2010 LTIP Units that vest pursuant
to Section 4(a) (including any Award 2010-2 LTIP Units granted
pursuant to Section 3(b) hereof) shall be included as part of
the Grantee’s bonus amount, or any other similar term used in the Grantee’s
Service Agreement, for the Performance Period. 
The value of such vested 2010 LTIP Units for purposes of determining
such bonus amount shall be calculated by multiplying the Share Price as of end
of the Performance Period by the sum of (i) the number of Award 2010 LTIP
Units that vested on such date and (ii) the number of Award 2010-2 LTIP
Units, if any, granted pursuant to Section 3(b) hereof.


 


(f)                                    To the extent
that Schedule A provides for amounts or schedules of vesting that
conflict with the provisions of this Section 5, the provisions of Schedule
A will be controlling and determinative.


 


11

















 


6.                                                                                       Payments
by Award Recipients.  No amount shall
be payable to the Company or the Partnership by the Grantee at any time in
respect of this Award.


 


7.                                                                                       Distributions.   Distributions on 2010 LTIP Units will be
paid in accordance with the Partnership Agreement as modified hereby as
follows:


 


(a)                                  The LTIP Unit
Distribution Participation Date (as defined in the Partnership Agreement) with
respect to those 2010 LTIP Units that have been earned and have become vested
in accordance with Sections 4 or 5 hereof shall be, with respect
to both Award 2010 LTIP Units and Award 2010-2 LTIP Units, the effective date
of vesting of Award 2010 LTIP Units. 
Vested 2010 LTIP Units shall be entitled to receive the full
distribution payable on Units outstanding as of the record date next following
the  applicable date set forth in the
preceding sentence, whether or not they will have been outstanding for the
whole period.


 


(b)                                 Prior to the
LTIP Unit Distribution Participation Date provided in Section 7(a) above,
Award 2010 LTIP Units shall be entitled to receive 10% of regular periodic distributions payable to
holders of Units (“Current Distributions”) and 0% of special,
extraordinary or other distributions made not in the ordinary course.


 


(c )                               An amount equal to the distributions
(regular, special, extraordinary or otherwise) other than Current Distributions
(“Contingent Distributions”) paid with respect to a Unit between the
date of grant of the Award 2010 LTIP Units and the LTIP Unit Distribution
Participation Date provided in Section 7(a) above multiplied by the number of Award 2010 LTIP
Units shall be
credited to a notional (unfunded) account for the benefit of the Grantee on the
books and records of the Partnership subject to vesting.  As promptly as practicable after the LTIP
Unit Distribution Participation Date, an amount equal to the Contingent  Distributions that would have been paid with
respect to the Award 2010 LTIP Units that have become vested (excluding any
Award 2010-2 LTIP Units) shall be paid to the Grantee.  Any portion of the notional account that is
not due the Grantee shall be forfeited and revert to the Partnership free and
clear of any claims by the Grantee.


 


(d)                                 Current Distributions paid prior to the
LTIP Unit Distribution Participation Date will be subject to a full claw back
to the extent that Award 2010 LTIP Units do not vest at the end of the
Performance Period and are therefore forfeited. 
The aggregate amount of such Current Distributions clawed back from the
Grantee shall be refunded to the Partnership as promptly as practicable after the
end of the Performance Period by offset against dividends payable to the
Grantee on Shares or distributions payable to the Grantee on Units or other
amounts due to the Grantee by the Company or the Partnership, or otherwise upon
request from the Partnership to the Grantee in cash.


 


(e)                                  To the extent that the Partnership makes
distributions to holders of Units partially in cash and partially in additional
Units or other securities, unless the Committee in its sole discretion
determines to allow the Grantee to make a different election, the Grantee shall
be deemed to have elected with respect to all 2010 LTIP Units eligible to
receive such distribution to receive 10% of such distribution in cash and 90% 


 


12

















 


in Units, with the cash
component constituting the Current Distribution prior to the LTIP Unit
Distribution Participation Date.


 


8.                                                                                       Restrictions
on Transfer.  None of the
2010 LTIP Units shall be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered (whether voluntarily or involuntarily or by judgment,
levy, attachment, garnishment or other legal or equitable proceeding) (each
such action a “Transfer”), or redeemed in accordance with the
Partnership Agreement (a) prior to vesting, (b) until after January 31,
2013 other than in connection with a Change of Control, and (c) unless
such Transfer is in compliance with all applicable securities laws (including,
without limitation, the Securities Act of 1933, as amended (the “Securities
Act”)), and such Transfer is in accordance with the applicable terms and
conditions of the Partnership Agreement; provided that, upon the
approval of, and subject to the terms and conditions specified by, the
Committee, vested 2010 LTIP Units that have been held for a period of at least
two (2) years may be Transferred to (i) the spouse, children or
grandchildren of the Grantee (“Immediate Family Members”), (ii) a
trust or trusts for the exclusive benefit of the Grantee and such Immediate
Family Members, (iii) a partnership in which the Grantee and such
Immediate Family Members are the only partners, or (iv) one or more
entities in which the Grantee has a 10% or greater equity interest, provided
that the Transferee agrees in writing with the Company and the Partnership to
be bound by all the terms and conditions of this Agreement and that subsequent
transfers of unvested 2010 LTIP Units shall be prohibited except those in
accordance with this Section 8. 
In connection with any Transfer of 2010 LTIP Units, the Partnership may
require the Grantee to provide an opinion of counsel, satisfactory to the
Partnership, that such Transfer is in compliance with all federal and state
securities laws (including, without limitation, the Securities Act).  Any attempted Transfer of 2010 LTIP Units not
in accordance with the terms and conditions of this Section 8 shall
be null and void, and the Partnership shall not reflect on its records any
change in record ownership of any 2010 LTIP Units as a result of any such
Transfer, shall otherwise refuse to recognize any such Transfer and shall not
in any way give effect to any such Transfer of any 2010 LTIP Units.   This Agreement is personal to the Grantee,
is non-assignable and is not transferable in any manner, by operation of law or
otherwise, other than by will or the laws of descent and distribution.


 


9.                                                                                       Changes
in Capital Structure.  Without
duplication with the provisions of Section 6.2 of the Stock Plan, if (a) the
Company shall at any time be involved in a merger, consolidation, dissolution,
liquidation, reorganization, exchange of shares, sale of all or substantially
all of the assets or stock of the Company or other fundamental transaction
similar thereto, (b) any stock dividend, stock split, reverse stock split,
stock combination, reclassification, recapitalization, significant repurchases
of stock, or other similar change in the capital structure of the Company shall
occur, (c) any extraordinary dividend or other distribution to holders of
shares of Common Stock or Units other than regular cash dividends shall be made,
or (d) any other event shall occur that in each case in the good faith
judgment of the Committee necessitates action by way of appropriate equitable
adjustment in the terms of this Award, the LTIP or the 2010 LTIP Units, then
the Committee shall take such action as it deems necessary to maintain the
Grantee’s rights hereunder so that they are substantially proportionate to the
rights existing under this Award, the LTIP and the terms of the 2010 LTIP Units
prior to such event, including, without limitation: (i) adjustments in the
Award 2010 LTIP Units, the Award 2010-2 LTIP Units, the Share Price, Total
Return or other pertinent terms of this Award; and (ii) substitution of
other awards under the Stock Plan or otherwise. 
The Grantee shall have the right 


 


13

















 


to vote the 2010 LTIP Units if and when voting is
allowed under the Partnership Agreement, regardless of whether vesting has
occurred.


 


10.                                                                                 Miscellaneous.


 


(a)                                  Amendments;
Modifications.  This
Agreement may be amended or modified only with the consent of the Company and
the Partnership acting through the Committee; provided that any such
amendment or modification materially and adversely affecting the rights of the
Grantee hereunder must be consented to by the Grantee to be effective as
against him; and provided, further, that the Grantee acknowledges
that the Stock Plan may be amended or discontinued in accordance with Section 6.6
thereof and that this Agreement may be amended or canceled by the Committee, on
behalf of the Company and the Partnership, for the purpose of satisfying
changes in law or for any other lawful purpose, so long as no such action shall
impair the Grantee’s rights under this Agreement without the Grantee’s written
consent.  Notwithstanding the foregoing,
this Agreement may be amended in writing signed only by the Company to correct
any errors or ambiguities in this Agreement and/or to make such changes that do
not materially adversely affect the Grantee’s rights hereunder.  No promises, assurances, commitments,
agreements, undertakings or representations, whether oral, written, electronic
or otherwise, and whether express or implied, with respect to the subject
matter hereof, have been made by the parties which are not set forth expressly
in this Agreement.  This grant shall in
no way affect the Grantee’s participation or benefits under any other plan or
benefit program maintained or provided by the Company.


 


(b)                                 Incorporation
of Stock Plan; Committee Determinations.  The provisions of the Stock Plan are hereby
incorporated by reference as if set forth herein.  In the event of a conflict between this
Agreement and the Stock Plan, this Agreement shall be controlling and
determinative.  The Committee will make
the determinations and certifications required by this Award as promptly as
reasonably practicable following the occurrence of the event or events
necessitating such determinations or certifications.  In the event of a Change of Control, the Committee
will perform any calculations set forth in Section 4 or Section 5
hereof required in connection with such Change of Control and make any
determinations relevant to vesting with respect to this Award within a period
of time that enables the Company to conclude whether Award 2010 LTIP Units become
vested or are forfeited and whether any Award 2010-2 LTIP Units need to be
granted not later than the date of consummation of the Change of Control.


 


(c )                               Status as a
Partner.  As of the grant date set forth
on Schedule A, the Grantee shall be admitted as a partner of the
Partnership with beneficial ownership of the number of Award 2010 LTIP Units
issued to the Grantee as of such date pursuant to Section 3(a) hereof
by: (A) signing and delivering to the Partnership a copy of this
Agreement; and (B) signing, as a Limited Partner, and delivering to the
Partnership a counterpart signature page to the Partnership Agreement
(attached hereto as Exhibit A). 
The Partnership Agreement shall be amended to reflect the issuance to
the Grantee of Award 2010-2 LTIP Units pursuant to Section 3(b) hereof,
if any, whereupon the Grantee shall have all the rights of a Limited Partner of
the Partnership with respect to the total number of 2010 LTIP Units then held
by the Grantee, as set forth in the Partnership 


 


14

















 


Agreement,
subject, however, to the restrictions and conditions specified herein and in
the Partnership Agreement.


 


(d)                                 Status of 2010
LTIP Units under the Stock Plan.  Insofar as the LTIP has been established as
an incentive program of the Company and the Partnership, the 2010 LTIP Units
are both issued as equity securities of the Partnership and granted as awards
under the Stock Plan.  The Company will
have the right at its option, as set forth in the Partnership Agreement, to
issue shares of Common Stock in exchange for Units into which 2010 LTIP Units
may have been converted pursuant to the Partnership Agreement, subject to
certain limitations set forth in the Partnership Agreement, and such shares of
Common Stock, if issued, will be issued under the Stock Plan.  The Grantee must be eligible to receive the
2010 LTIP Units in compliance with applicable federal and state securities laws
and to that effect is required to complete, execute and deliver certain covenants,
representations and warranties (attached as Exhibit B).  The Grantee acknowledges that the Grantee
will have no right to approve or disapprove such determination by the
Committee.


 


(e)                                  Legend.  The records of the Partnership evidencing the
2010 LTIP Units shall bear an appropriate legend, as determined by the
Partnership in its sole discretion, to the effect that such 2010 LTIP Units are
subject to restrictions as set forth herein, in the Stock Plan and in the
Partnership Agreement.


 


(f)                                    Compliance With
Securities Laws.  The
Partnership and the Grantee will make reasonable efforts to comply with all
applicable securities laws.  In addition,
notwithstanding any provision of this Agreement to the contrary, no 2010 LTIP
Units will become vested or be issued at a time that such vesting or issuance
would result in a violation of any such laws.


 


(g)                                 Investment
Representations; Registration.  The Grantee hereby makes the covenants,
representations and warranties and set forth on Exhibit B attached
hereto.  All of such covenants,
warranties and representations shall survive the execution and delivery of this
Agreement by the Grantee.  The
Partnership will have no obligation to register under the Securities Act any
2010 LTIP Units or any other securities issued pursuant to this Agreement or
upon conversion or exchange of 2010 LTIP Units. 
The Grantee agrees that any resale of the shares of Common Stock
received upon the exchange of Units into which 2010 LTIP Units may be converted
shall not occur during the “blackout periods” forbidding sales of Company
securities, as set forth in the then applicable Company employee manual or
insider trading policy.  In addition, any
resale shall be made in compliance with the registration requirements of the
Securities Act or an applicable exemption therefrom, including, without
limitation, the exemption provided by Rule 144 promulgated thereunder (or
any successor rule).


 


(h)                                 Section 83(b) Election.  In connection with each separate issuance of
2010 LTIP Units under this Award pursuant to Section 3 hereof the
Grantee hereby agrees to make an election to include in gross income in the
year of transfer the applicable 2010 LTIP Units pursuant to Section 83(b) of
the Code substantially in the 


 


15

















 


form
attached hereto as Exhibit C and to supply the necessary
information in accordance with the regulations promulgated thereunder.


 


(i)                                     Severability.  If, for any reason, any provision of this
Agreement is held invalid, such invalidity shall not affect any other provision
of this Agreement not so held invalid, and each such other provision shall to
the full extent consistent with law continue in full force and effect.  If any provision of this Agreement shall be
held invalid in part, such invalidity shall in no way affect the rest of such
provision not held so invalid, and the rest of such provision, together with
all other provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.


 


(j)                                     Governing Law.  This Agreement is made under, and will be
construed in accordance with, the laws of State of Delaware, without giving
effect to the principles of conflict of laws of such state.


 


(k)                                  No Obligation
to Continue Position as an Employee, Consultant or Advisor.  Neither the Company nor any affiliate is
obligated by or as a result of this Agreement to continue to have the Grantee
as an employee, consultant or advisor and this Agreement shall not interfere in
any way with the right of the Company or any affiliate to terminate the Grantee’s
service relationship at any time.


 


(l)                                     Notices.  Any notice to be given to the Company shall
be addressed to the Secretary of the Company at its principal place of business
and any notice to be given the Grantee shall be addressed to the Grantee at the
Grantee’s address as it appears on the employment records of the Company, or at
such other address as the Company or the Grantee may hereafter designate in
writing to the other.


 


(m)                               Withholding and
Taxes.  No later than the date as of
which an amount first becomes includible in the gross income of the Grantee for
income tax purposes or subject to the Federal Insurance Contributions Act
withholding with respect to this Award, the Grantee will pay to the Company or,
if appropriate, any of its affiliates, or make arrangements satisfactory to the
Committee regarding the payment of, any United States federal, state or local
or foreign taxes of any kind required by law to be withheld with respect to
such amount.  The obligations of the
Company under this Agreement will be conditional on such payment or
arrangements, and the Company and its affiliates shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Grantee.


 


(n)                                 Headings.  The headings of paragraphs hereof are
included solely for convenience of reference and shall not control the meaning
or interpretation of any of the provisions of this Agreement.


 


(o)                                 Counterparts.  This Agreement may be executed in multiple
counterparts with the same effect as if each of the signing parties had signed
the same document.  All counterparts
shall be construed together and constitute the same instrument.


 


16

















 


(p)                                 Successors and
Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and any successors
to the Company and the Partnership, on the one hand, and any successors to the
Grantee, on the other hand, by will or the laws of descent and distribution,
but this Agreement shall not otherwise be assignable or otherwise subject to
hypothecation by the Grantee.


 


(q)                                 409A.  This Agreement shall be construed,
administered and interpreted in accordance with a good faith interpretation of Section 409A
of the Code.  Any provision of this
Agreement that is inconsistent with Section 409A of the Code, or that may
result in penalties under Section 409A of the Code, shall be amended, in
consultation with the Grantee and with the reasonable cooperation of the Grantee
and the Company, in the least restrictive manner necessary to (i) exclude
the 2010 LTIP Units from the definition of “deferred compensation” within the
meaning of such Section 409A or (ii) comply with the provisions of Section 409A,
other applicable provision(s) of the Code and/or any rules, regulations or
other regulatory guidance issued under such statutory provisions, in each case
without diminution in the value of the benefits granted hereby to the Grantee.


 


(r )                                 Complete
Agreement.  This
Agreement (together with those agreements and documents expressly referred to
herein, for the purposes referred to herein) embody the complete and entire
agreement and understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior promises, assurances,
commitments, agreements, undertakings or representations, whether oral,
written, electronic or otherwise, and whether express or implied, which may
relate to the subject matter hereof in any way.


 


[signature
page follows]


 


17

















 


IN WITNESS WHEREOF, the
undersigned have caused this Award Agreement to be executed as of the 5th day
of March, 2010.


 


 


	
   

  	
  THE
  MACERICH COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Executive Vice President, Chief Legal 

  
	
   

  	
   

  	
   

  	
  Officer
  and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE
  MACERICH PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:
  The Macerich Company, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard
  A. Bayer

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Executive Vice President, Chief Legal

  
	
   

  	
   

  	
   

  	
   

  	
  Officer
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


18














 


EXHIBIT
A


 


FORM OF
LIMITED PARTNER SIGNATURE PAGE


 


The Grantee, desiring to become one of the
within named Limited Partners of The Macerich Company, L.P., hereby accepts all
of the terms and conditions of (including, without limitation, the provisions
related to powers of attorney), and becomes a party to, the Agreement of
Limited Partnership, dated as of March 16, 1994, of The Macerich
Partnership, L.P., as amended (the “Partnership Agreement”).  The Grantee agrees that this signature page may
be attached to any counterpart of the Partnership Agreement and further agrees
as follows (where the term “Limited Partner” refers to the Grantee:


 


1.                                      The Limited
Partner hereby confirms that it has reviewed the terms of the Partnership
Agreement and affirms and agrees that it is bound by each of the terms and
conditions of the Partnership Agreement, including, without limitation, the
provisions thereof relating to limitations and restrictions on the transfer of
Partnership Units.  Without limitation of
the foregoing, the Limited Partner is deemed to have made all of the
acknowledgements, waivers and agreements set forth in Section 10.6 and
13.11 of the Partnership Agreement.


 


2.                                      The Limited
Partner hereby confirms that it is acquiring the Partnership Units for its own
account as principal, for investment and not with a view to resale or
distribution, and that the Partnership Units may not be transferred or
otherwise disposed of by the Limited Partner otherwise than in a transaction
pursuant to a registration statement filed by the Partnership (which it has no
obligation to file) or that is exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), and all
applicable state and foreign securities laws, and the General Partner may
refuse to transfer any Partnership Units as to which evidence of such
registration or exemption from registration satisfactory to the General Partner
is not provided to it, which evidence may include the requirement of a legal
opinion regarding the exemption from such registration.  If the General Partner delivers to the
Limited Partner shares of common stock of the General Partner (“Common
Shares”) upon redemption of any Partnership Units, the Common Shares will
be acquired for the Limited Partner’s own account as principal, for investment
and not with a view to resale or distribution, and the Common Shares may not be
transferred or otherwise disposed of by the Limited Partner otherwise than in a
transaction pursuant to a registration statement filed by the General Partner
with respect to such Common Shares (which it has no obligation under the
Partnership Agreement to file) or that is exempt from the registration
requirements of the Securities Act and all applicable state and foreign
securities laws, and the General Partner may refuse to transfer any Common
Shares as to which evidence of such registration or exemption from such
registration satisfactory to the General Partner is not provided to it, which
evidence may include the requirement of a legal opinion regarding the exemption
from such registration.


 


3.                                      The Limited
Partner hereby affirms that it has appointed the General Partner, any
liquidator and authorized officers and attorneys-in-fact of each, and each of
those acting singly, in each case with full power of substitution, as its true
and lawful agent and attorney-in-fact, with full power and authority in its
name, place and stead, in accordance with Section 6.10 of the Partnership
Agreement, which section is hereby incorporated by reference.  The foregoing power of attorney is hereby
declared to be irrevocable and a power coupled with an interest, and it shall 


 

















 


survive and not be affected
by the death, incompetency, dissolution, disability, incapacity, bankruptcy or
termination of the Limited Partner and shall extend to the Limited Partner’s
heirs, executors, administrators, legal representatives, successors and
assigns.


 


4.                                      The Limited
Partner hereby irrevocably consents in advance to any amendment to the
Partnership Agreement, as may be recommended by the General Partner, intended
to avoid the Partnership being treated as a publicly-traded partnership within
the meaning of Section 7704 of the Internal Revenue Code, including,
without limitation, (x) any amendment to the provisions of Section 9.1
or the Redemption Rights Exhibit of the Partnership Agreement intended to
increase the waiting period between the delivery of a notice of redemption and
the redemption date to up to sixty (60) days or (y) any other amendment to
the Partnership Agreement intended to make the redemption and transfer
provisions, with respect to certain redemptions and transfers, more similar to
the provisions described in Treasury Regulations Section 1.7704-1(f).


 


5.                                       The Limited
Partner hereby appoints the General Partner, any Liquidator and authorized
officers and attorneys-in-fact of each, and each of those acting singly, in
each case with full power of substitution, as its true and lawful agent and
attorney-in-fact, with full power and authority in its name, place and stead,
to execute and deliver any amendment referred to in the foregoing paragraph 4(a) on
the Limited Partner’s behalf.  The
foregoing power of attorney is hereby declared to be irrevocable and a power
coupled with an interest, and it shall survive and not be affected by the
death, incompetency, dissolution, disability, incapacity, bankruptcy or
termination of the Limited Partner and shall extend to the Limited Partner’s
heirs, executors, administrators, legal representatives, successors and
assigns.


 


6.                                      The Limited
Partner agrees that it will not transfer any interest in the Partnership Units (x) through
a national, non-U.S., regional, local or other securities exchange or (iii) an
over-the-counter market (including an interdealer quotation system that regularly
disseminates firm buy or sell quotations by identified brokers or dealers by
electronic means or otherwise) or (y) to or through (a) a person,
such as a broker or dealer, that makes a market in, or regularly quotes prices
for, interests in the Partnership or (b) a person that regularly makes
available to the public (including customers or subscribers) bid or offer
quotes with respect to any interests in the Partnership and stands ready to
effect transactions at the quoted prices for itself or on behalf of others.


 


7.                                      The Limited
Partner acknowledges that the General Partner shall be a third party
beneficiary of the representations, covenants and agreements set forth in
Sections 4 and 5 hereof.  The Limited
Partner agrees that it will transfer, whether by assignment or otherwise,
Partnership Units only to the General Partner or to transferees that provide
the Partnership and the General Partner with the representations and covenants
set forth in Sections 4 and 5 hereof.


 


8.                                      This Acceptance
shall be construed and enforced in accordance with and governed by the laws of
the State of Delaware, without regard to the principles of conflicts of law.


 

















 


	
   

  	
  Signature Line for
  Limited Partner:

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Date: March 5,
  2010

  
	
   

  	
   

  
	
   

  	
  Address of Limited Partner:

  
	
   

  	
   

  
	
   

  	
   

  



 

















 


EXHIBIT B


 


GRANTEE’S COVENANTS,
REPRESENTATIONS AND WARRANTIES


 


The Grantee hereby represents, warrants and covenants as follows:


 


(a)                                  The Grantee has received and had an
opportunity to review the following documents (the “Background Documents”):


 


(i)                                     The Company’s latest Annual Report to
Stockholders;


 


(ii)                                  The Company’s Proxy Statement for its
most recent Annual Meeting of Stockholders;


 


(iii)                               The Company’s Report on Form 10-K
for the fiscal year most recently ended;


 


(iv)                              The Company’s Form 10-Q, if any, for
the most recently ended quarter filed by the Company with the Securities and
Exchange Commission since the filing of the Form 10-K described in clause (iii) above;


 


(v)                                 Each of the Company’s Current Report(s) on
Form 8-K, if any, filed since the end of the fiscal year most recently
ended for which a Form 10-K has been filed by the Company;


 


(vi)                              The Partnership Agreement;


 


(vii)                           The Stock Plan; and


 


(viii)                        The Company’s Articles of Amendment and
Restatement, as amended.


 


The Grantee also acknowledges
that any delivery of the Background Documents and other information relating to
the Company and the Partnership prior to the determination by the Partnership
of the suitability of the Grantee as a holder of 2010 LTIP Units shall not
constitute an offer of 2010 LTIP Units until such determination of suitability
shall be made.


 


(b)                                 The Grantee hereby represents and
warrants that


 


(i)                                     The Grantee either (A) is an “accredited
investor” as defined in Rule 501(a) under the Securities Act, or (B) by
reason of the business and financial experience of the Grantee, together with
the business and financial experience of those persons, if any, retained by the
Grantee to represent or advise him with respect to the grant to him of 2010
LTIP Units, the potential conversion of 2010 LTIP Units into units of limited
partnership of the Partnership (“Common Units”) and the potential
redemption of such Common Units for shares the Company’s common stock (“REIT
Shares”), has such knowledge, sophistication and experience in financial
and business matters and in making investment decisions of this type that the
Grantee (I) is capable of evaluating the 


 

















 


merits and risks of an
investment in the Partnership and potential investment in the Company and of
making an informed investment decision, (II) is capable of protecting his
own interest or has engaged representatives or advisors to assist him in
protecting his interests, and (III) is capable of bearing the economic
risk of such investment.


 


(ii)                                  The Grantee understands that (A) the
Grantee is responsible for consulting his own tax advisors with respect to the
application of the U.S. federal income tax laws, and the tax laws of any state,
local or other taxing jurisdiction to which the Grantee is or by reason of the
award of 2010 LTIP Units may become subject, to his particular situation; (B) the
Grantee has not received or relied upon business or tax advice from the
Company, the Partnership or any of their respective employees, agents,
consultants or advisors, in their capacity as such; (C) the Grantee
provides services to the Partnership on a regular basis and in such capacity
has access to such information, and has such experience of and involvement in
the business and operations of the Partnership, as the Grantee believes to be
necessary and appropriate to make an informed decision to accept the award of
2010 LTIP Units; and (D) an investment in the Partnership and/or the
Company involves substantial risks.  The
Grantee has been given the opportunity to make a thorough investigation of
matters relevant to the 2010 LTIP Units and has been furnished with, and has
reviewed and understands, materials relating to the Partnership and the Company
and their respective activities (including, but not limited to, the Background
Documents).  The Grantee has been
afforded the opportunity to obtain any additional information (including any
exhibits to the Background Documents) deemed necessary by the Grantee to verify
the accuracy of information conveyed to the Grantee.  The Grantee confirms that all documents,
records, and books pertaining to his receipt of 2010 LTIP Units which were
requested by the Grantee have been made available or delivered to the
Grantee.  The Grantee has had an
opportunity to ask questions of and receive answers from the Partnership and
the Company, or from a person or persons acting on their behalf, concerning the
terms and conditions of the 2010 LTIP Units. 
The Grantee has relied upon, and is making its
decision solely upon, the Background Documents and other written information
provided to the Grantee by the Partnership or the Company.


 


(iii)                               The 2010 LTIP Units to be issued, the
Common Units issuable upon conversion of the 2010 LTIP Units and any REIT
Shares issued in connection with the redemption of any such Common Units will
be acquired for the account of the Grantee for investment only and not with a
current view to, or with any intention of, a distribution or resale thereof, in
whole or in part, or the grant of any participation therein, without prejudice,
however, to the Grantee’s right (subject to the terms of the 2010 LTIP Units,
the Stock Plan, the agreement of limited partnership of the Partnership, the
articles of organization of the Company, as amended, and the Award Agreement)
at all times to sell or otherwise dispose of all or any part of his 2010 LTIP
Units, Common Units or REIT Shares in compliance with the Securities Act, and
applicable state securities laws, and subject, nevertheless, to the disposition
of his assets being at all times within his control.


 


(iv)                              The Grantee acknowledges that (A) neither
the 2010 LTIP Units to be issued, nor the Common Units issuable upon conversion
of the 2010 LTIP Units, have 


 

















 


been registered under the
Securities Act or state securities laws by reason of a specific exemption or
exemptions from registration under the Securities Act and applicable state
securities laws and, if such 2010 LTIP Units or Common Units are represented by
certificates, such certificates will bear a legend to such effect, (B) the
reliance by the Partnership and the Company on such exemptions is predicated in
part on the accuracy and completeness of the representations and warranties of
the Grantee contained herein, (C) such 2010 LTIP Units or Common Units,
therefore, cannot be resold unless registered under the Securities Act and
applicable state securities laws, or unless an exemption from registration is
available, (D) there is no public market for such 2010 LTIP Units and
Common Units and (E) neither the Partnership nor the Company has any obligation
or intention to register such 2010 LTIP Units or the Common Units issuable upon
conversion of the 2010 LTIP Units under the Securities Act or any state
securities laws or to take any action that would make available any exemption
from the registration requirements of such laws, except, that, upon the
redemption of the Common Units for REIT Shares, the Company may issue such REIT
Shares under the Stock Plan and pursuant to a Registration Statement on Form S-8
under the Securities Act, to the extent that (I) the Grantee is eligible
to receive such REIT Shares under the Stock Plan at the time of such issuance, (II) the
Company has filed a Form S-8 Registration Statement with the Securities
and Exchange Commission registering the issuance of such REIT Shares and (III) such
Form S-8 is effective at the time of the issuance of such REIT
Shares.  The Grantee hereby acknowledges
that because of the restrictions on transfer or assignment of such 2010 LTIP
Units acquired hereby and the Common Units issuable upon conversion of the 2010
LTIP Units which are set forth in the Partnership Agreement or this Agreement,
the Grantee may have to bear the economic risk of his ownership of the 2010
LTIP Units acquired hereby and the Common Units issuable upon conversion of the
2010 LTIP Units for an indefinite period of time.


 


(v)                                 The Grantee has determined that the 2010
LTIP Units are a suitable investment for the Grantee.


 


(vi)                              No representations or warranties have
been made to the Grantee by the Partnership or the Company, or any officer,
director, stockholder, agent, or affiliate of any of them, and the Grantee has
received no information relating to an investment in the Partnership or the
2010 LTIP Units except the information specified in paragraph (b) above.


 


(c)                                  So long as the Grantee holds any 2010
LTIP Units, the Grantee shall disclose to the Partnership in writing such
information as may be reasonably requested with respect to ownership of 2010
LTIP Units as the Partnership may deem reasonably necessary to ascertain and to
establish compliance with provisions of the Code, applicable to the Partnership
or to comply with requirements of any other appropriate taxing authority.


 


(d)                                 The Grantee hereby agrees to make an
election under Section 83(b) of the Code with respect to the 2010
LTIP Units awarded hereunder, and has delivered with this Agreement a
completed, executed copy of the election form attached hereto as Exhibit C.  The Grantee agrees to file the election (or
to permit the Partnership to file such election on the Grantee’s behalf) within
thirty (30) days after the award of the 2010 LTIP Units hereunder with 


 

















 


the IRS Service Center at which such Grantee files his personal income
tax returns, and to file a copy of such election with the Grantee’s U.S. federal
income tax return for the taxable year in which 2010 LTIP Units are issued or
awarded to the Grantee.


 


(e)                                  The address set forth on the signature page of
this Agreement is the address of the Grantee’s principal residence, and the
Grantee has no present intention of becoming a resident of any country, state
or jurisdiction other than the country and state in which such residence is
sited.


 

















 


EXHIBIT C


 


ELECTION TO INCLUDE IN GROSS
INCOME IN YEAR OF


TRANSFER OF PROPERTY PURSUANT TO SECTION 83(B)


OF THE INTERNAL REVENUE CODE


 


The undersigned hereby makes an election pursuant to Section 83(b) of
the Internal Revenue Code with respect to the property described below and
supplies the following information in accordance with the regulations
promulgated thereunder:


 


1.                                       The name, address and taxpayer
identification number of the undersigned are:


 


Name:                                                      (the
“Taxpayer”)


 


Address:


 


 


Social Security
No./Taxpayer Identification No.:


 


2.                                       Description of property with respect to
which the election is being made:


 


The election is being
made with respect to                         
2010 LTIP Units in The Macerich Partnership, L.P. (the “Partnership”).


 


3.                                       The date on which the 2010 LTIP Units
were transferred is March 5, 2010. 
The taxable year to which this election relates is calendar year 2010.


 


4.                                       Nature of restrictions to which the 2010
LTIP Units are subject:


 


(a)                                  With limited exceptions, until the 2010
LTIP Units vest, the Taxpayer may not transfer in any manner any portion of the
2010 LTIP Units without the consent of the Partnership.


 


(b)                                 The Taxpayer’s 2010 LTIP Units vest in
accordance with the vesting provisions described in the Schedule attached
hereto.  Unvested 2010 LTIP Units are
forfeited in accordance with the vesting provisions described in the Schedule
attached hereto.


 


5.                                       The fair market value at time of transfer
(determined without regard to any restrictions other than restrictions which by
their terms will never lapse) of the 2010 LTIP Units with respect to which this
election is being made was $0 per 2010 LTIP Unit.


 


6.                                       The amount paid by the Taxpayer for the
2010 LTIP Units was $0 per 2010 LTIP Unit.


 


7.                                       A copy of this statement has been
furnished to the Partnership and The Macerich Company.


 


Dated:  March       ,
2010


 


 


	
   

  	
   

  
	
   

  	
  Name:

  



 

















 


SCHEDULE
TO EXHIBIT C


 


Vesting
Provisions of 2010 LTIP Units


 


The 2010 LTIP Units are
subject to performance-based vesting. 
Performance-based vesting will be from 0-200% based on The Macerich
Company’s (the “Company’s”) per-share total return to holders of the
Company’s common stock (the “Total Return”) for the period from February 1,
2010 to January 31, 2011 (or earlier in certain circumstances).  The 2010 LTIP Units may vest depending on the
percentile rank of the Company in terms of Total Return relative to the Total
Return of a group of peer REITs (the “Peer REITs”), as measured at the end of
the performance period.  Following the
end of the performance period, the Company’s Compensation Committee (the “Committee”)
will determine the performance of the Company and each of the Peer REITs and,
depending on the Company’s Total Return relative to the Total Return of the
Peer REITs, vesting of the 2010 LTIP Units will occur as follows:


 




	
  Percentile
  Rank

  	
   

  	
  Award Earned

  	
   

  
	
  At
  least the 80th percentile and including the 100th percentile

  	
   

  	
  200

  	
  %

  
	
  At
  least the 60th percentile but less than the 80th percentile

  	
   

  	
  150

  	
  %

  
	
  At
  least the 40th percentile but less than the 60th percentile

  	
   

  	
  100

  	
  %

  
	
  At
  least the 30th percentile but less than the 40th percentile

  	
   

  	
  50

  	
  %

  
	
  Less
  than the 30th percentile

  	
   

  	
  0

  	
  %

  






 


Notwithstanding the
foregoing, if for the performance period the Total Return on an absolute basis
is less than 6%, then the Committee may in its sole and absolute discretion
make equitable adjustments to the vesting criteria for the 2010 LTIP Units set
forth above regardless of the percentile rank of the Company’s Total Return
relative to the Total Return of the Peer REITs. 
The above vesting is conditioned upon the Taxpayer remaining an employee
of the Company through the applicable vesting dates, and subject to
acceleration of the vesting determination in the event of a change of control
of the Company or termination of the Taxpayer’s service relationship with the
Company under specified circumstances. 
Unvested 2010 LTIP Units are subject to forfeiture in the event of
failure to vest based on the determination of the performance-based percentage.


 

















 


SCHEDULE
A TO 2010 LTIP UNIT AWARD AGREEMENT


 


	
  Date of Award
  Agreement:

  	
   

  	
  March 5, 2010

  
	
   

  	
   

  	
   

  
	
  Name of Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of 2010 LTIP
  Units Subject to Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  March 5, 2010

  



 


Initials of Company representative:


 


Initials of Grantee: