form10k08ex10as.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORM
OF THE TAUBMAN COMPANY

    LONG-TERM
PERFORMANCE COMPENSATION PLAN

    AMENDMENT
AGREEMENT

     

     

    
 

    
      	Participant
      Name:	 	  (the
      “Participant”)




    


     

    Pursuant
to Section 7.1 of The Taubman Company Long-Term Performance Compensation Plan
(the “Plan”), The Taubman Company LLC (the “Company”) and the Participant amend
Plan as follows for compliance with Section 409A of the Internal Revenue Code of
1986, amended (“Code Section 409A”).   The amendment set forth in
this document constitutes the “Agreement” and is effective
immediately.

     

    1.           Section
2.8A of the Plan is amended to read as follows:

     

    “2.8A     Notwithstanding
the above, for any 409A Award, ‘Change of Control Event’ means
either:

     

    (a)           a
majority of the Board of Directors is replaced during a 12-month period by
directors whose appointment or election was not approved by a vote of at least a
majority of the directors comprising the Board of Directors on the date
immediately preceding the removal or election; or

     

    (b)           the
acquisition by any person or more than one person acting as a group other than
A. Alfred Taubman or any of his immediate family members or lineal descendents,
any heir of the foregoing, any trust for the benefit of any of the foregoing,
any private charitable foundation, or any partnership, limited liability
company, or corporation owned or controlled by some or all of the foregoing, of
ownership of more than 50% of the total fair market value or total voting power
of the outstanding voting capital stock of TCO.”

     

    2.           The
first paragraph of Section 2.17A of the Plan is amended to read as
follows:

     

    “Notwithstanding the above, for any
409A Award ‘Disability’
or ‘Disabled’ means an
Employee’s being unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months.”

     

    3.           Notwithstanding
any other provision of the Plan to the contrary, for any 409A Award, if payment
is made on account of the Participant’s Termination, and the Participant is a
“specified employee” as determined under the default rules under Code Section
409A on such date, then 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, or, if earlier, the date of the Participant’s death.

    

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    4.           Section
6.6A of the Plan is amended to read as follows:

     

    “6.6A Deferral of Settlement
Date.

     

    Notwithstanding the above, for each
409A Award, each Participant may elect to change the Settlement Date of such
409A Award to a later date in compliance with Code Section 409A and only if the
following conditions are met:

     

    (a)           An
election with respect to a 409A Award payable at a fixed time may not be made
less than 12 months before the date the payment is scheduled to be
paid.

     

    (b)           The
election will not take effect until at least 12 months after the date on which
the election is made.

     

    (c)           The
new Settlement Date that is elected is not less than five years from the
original Settlement Date.”

     

    5.           Section
4.3 of the Plan is deleted; and, further, no additional Award will be granted to
the Participant under the Plan.

     

    6.           Unless
otherwise defined in this Agreement, the capitalized terms used in this
Agreement have the same meanings as defined in the Plan.

     

    7.           This
Agreement will not become effective unless it is executed by the Participant and
the Company on or before December 19, 2008.

     

    8.           This
Agreement is binding upon and inures to the benefit of the Participant and the
Company and their respective successors and assigns.

     

    By their
signatures below, the Participant and the Company agree to and accept the terms
of this Agreement.

     

     

     

    
      	 SIGNED:	 	 	
                TAUBMAN CENTERS, INC.
      

              a Delaware limited
      liability company

            
	 	 	  

              By:

            	 
	 	 	
              Printed Name:

            	 
	 Participant	 	
               Its:: 

            	 
	Date	 	
              Date::

            	 
	 	 	
               

            	 


    

     

     

     

    
 3417729.2/120408