form10k08ex10ar.htm


    AMENDMENT
TO THE

    TAUBMAN
CENTERS, INC. CHANGE OF CONTROL SEVERANCE PROGRAM

    
       

      
        	 


      

       

    

     

    Taubman
Centers, Inc. (the “Company”) has adopted and maintains the Taubman Centers,
Inc. Change of Control Severance Program, as effective May 11, 2005 (the
“Plan”).

     

    Pursuant
to Section 7 of the Plan, the Company has the right to amend the Plan at any
time.

     

    The
Company desires to amend the Plan for compliance with Section 409A of the
Internal Revenue Code of 1986, as amended.

     

    Accordingly,
the Plan is amended, effective immediately, in the following
respects:

     

    1. Section
2(v) of the Plan is amended by the addition of a new sentence at the end
thereof, reading as follows:

     

    “For
purposes of this definition, ‘termination of employment’ means a ‘separation
from service’ as that term is defined under Code Section 409A and the rules at
Treasury Regulations Section 1.409A-1(h).”

     

    2. Section
4(c) of the Plan is amended to read as follows:

     

    “(c)           Welfare Benefits;
Outplacement; T-I REIT Share.  A Participant entitled to a
Separation Benefit will continue to be provided, during the Separation Period,
with medical, dental and vision benefits, and executive long-term disability
benefits (if the Participant was eligible for such executive long-term
disability benefits immediately prior to the Change of Control or at any time
thereafter), in each case, comparable in scope and cost to the Participant to
the benefits that would have been provided if the Participant had continued to
be an Associate, for the Separation Period (the ‘Welfare Benefits’); provided, that if the
Participant becomes re-employed with another employer and is eligible to receive
any such benefits from such employer, the benefits provided pursuant to this
sentence shall terminate.  Any Company cost for any Welfare Benefits
provided under the preceding sentence will be paid on a monthly basis, and the
Participant will pay any Associate share of the cost of any Welfare Benefits on
a monthly basis.  Any Welfare Benefit that provides for a deferral of
compensation subject to Code Section 409A because it does not meet the exemption
requirements under Treasury Regulations Section 1.409A-1(b)(9)(v)(B), will be
made or reimbursed on or before the end of the calendar year following the
calendar year in which an expense was incurred, will not affect the expenses
eligible for reimbursement in any other calendar year, and cannot be liquidated
or exchanged for any other benefit.  In addition, a Participant
entitled to a Separation Benefit (i) will be provided with the Outplacement
Benefits.  Also, a Participant entitled to a Separation Benefit shall,
as of the Date of Termination, tender any T-I REIT share that was granted to
such Participant by the Taubman Company Limited Partnership (the ‘Partnership’)
pursuant to a Bonus Award Agreement and the Partnership shall redeem the
tendered T-I REIT share for $1000, together with any accrued but unpaid
dividends thereon; provided, however, that, to the extent that the tender and
redemption provisions of the preceding clause apply to any T-I REIT share right
and/or accrued but unpaid dividend right held by the Participant that
constitutes a deferred compensation arrangement subject to Code Section 409A,
such clause will not be operative to the extent it provides for any acceleration
of the payment under such arrangement, and in such event, the payment terms of
the arrangement will continue to solely apply.”

     

    3. Section
4(d) of the Plan is amended to read as follows:

     

    “(d)           Compensation; Equity-Based
Awards.  Notwithstanding any provision in any plan or award
agreement to the contrary, effective as of the Change of Control, each and every
stock option, restricted stock award, restricted stock unit award, and other
equity-based award held by the Participant that is outstanding as of the Change
of Control shall immediately vest and become exercisable or payable, unless such
option or award is considered to be a deferral of compensation subject to Code
Section 409A, in which case it shall be vested and become exercisable or
payable only as provided in its governing plan document or award and shall not
be subject to the terms of this Plan.”

     

    4. Section 4
of the Plan is amended by the addition of a new paragraph (i) at the end
thereof, reading as follows:

     

    “(i)           Specified
Employees.  Notwithstanding any other provision of this Plan to
the contrary, for any payment under this Plan that is made on account of a
Participant’s termination of employment, and the Participant is a ‘specified
employee’ as determined under the default rules under Code Section 409A on such
date, the payment will be made on the day next following the date that is the
six-month anniversary of the date of the Participant’s termination of
employment, or, if earlier, the date of the Participant’s death; any payments
that would have been paid prior to the six-month anniversary plus one day
payment date specified above.”

     

    5. Section 5
of the Plan is amended to read as follows:

     

    “5.           Full
Settlement.  Subject to Section 4(g), the Company’s obligation
to make the payments provided for in this Plan and otherwise to perform its
obligations hereunder shall be absolute and unconditional and shall not be
affected by any setoff, counterclaim, recoupment, defense or other claim, right
or action which the Company may have against a Participant or others. In no
event shall a Participant be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to such Associate under
any of the provisions of this Plan. The Company shall pay in cash in a lump sum
as incurred (within 15 days following the Company’s receipt of an invoice from a
Participant), to the full extent permitted by law, all legal fees and expenses
that the Participant may reasonably incur as a result of any contest by the
Company, the Participant or others of the validity or enforceability of, or
liability under, any provision of this Plan or any guarantee of performance
thereof (including as a result of any contest by the Participant about the
amount of any payment pursuant to this Plan), plus, in each case, interest on
any delayed payment at the applicable federal rate provided for in Section
7872(f)(2)(A) of the Code; provided, that the Company shall not be obligated to
reimburse a Participant for legal fees and expenses incurred in connection with
a claim that is frivolous or maintained in bad faith and the Company shall be
entitled to recoup any such fees and expenses which it has already paid on
be-half of the Participant; and, provided, further, that any reimbursements
provided for under this sentence will not affect the fees or expenses eligible
for reimbursement in any other calendar year, and cannot be liquidated or
exchanged for any other benefit.”

     

    Taubman
Centers, Inc. has caused this Amendment to the Taubman Centers, Inc. Change of
Control Severance Program to be executed by its duly authorized representative
this 12th day of
December, 2008.

     

    


     

    
      	 
      	
              TAUBMAN
      CENTERS, INC.

               

               

              By: /s/ Chris B.
      Heaphy                                            
      

               

              Printed
      Name: Chris B. Heaphy

               

              Title:
      Assistant Secretary

               

              Date:
      December 12, 2008