**Exhibit 10.50**

** **

**THE MILLS CORPORATIONRESTRICTED STOCK AGREEMENT(2004 Stock Incentive Plan)**

 

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) isentered into as of                              (the“Date of Grant”) by and between THE MILLS CORPORATION, a Delaware corporation(the “Company”), and                            (“Grantee”).

 

**RECITALS**

** **

**WHEREAS**, the Company has adoptedthe 2004 Stock Incentive Plan (as amended from time to time, the “2004 Plan” orthe “Plan”) which provides for the grant under certain circumstances of sharesof common stock of the Company (the “Shares”), which Shares have a par value of$0.01 per share; capitalized terms used but not defined herein shall have themeanings assigned to them in the 2004 Plan;

 

**WHEREAS**, in accordance with andsubject to the terms and conditions set forth in the Plan, the Company desiresto grant to Grantee a certain number of Shares under the Plan (the “RestrictedStock Award”), in connection with Grantee’s employment; and

 

**WHEREAS**, Grantee desires toaccept the Restricted Stock Award provided for in this Agreement and will abideby the obligations imposed on Grantee under this Agreement.

 

**NOW, THEREFORE**, in considerationof the mutual benefits hereinafter provided, and of other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto, intending to be legally bound, hereby agree as follows:

 

**Section 1.****                                          Effect of the Plan.**  Grantee will abide by, and the RestrictedStock Award granted to Grantee will be subject to, all of the provisions of the2004 Plan and of this Agreement, together with all rules and determinationsfrom time to time issued by the Company’s Executive Compensation Committee (the“Committee”) and by the Board of Directors of the Company (the “Board”)pursuant to the 2004 Plan.  The Boardmay, at any time and from time to time, amend, suspend, or terminate the Planfor any reason it deems necessary, appropriate or desirable.  The Board may amend the terms of anyoutstanding Award, prospectively or retroactively.  No amendment, suspension, or termination ofthe Plan or any outstanding Award shall, without the consent of the Grantee,materially impair the rights or obligations under any outstanding Award.  Additionally, this Agreement shall besubject, without further action by the Company or Grantee, to any suchamendment, modification, restatement or supplement.

 

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**Section 2.****                                          Grant**.  Subject to the terms andconditions of this Agreement, the Company hereby grants and issues to Grantee               Shares (“Awarded Shares”).

 

**Section 3.****                                          AwardedShares**

 

**Section 3.1****                                   VestingSchedule; Service Requirement**.

 

(a)                                  Subjectto the other provisions of this Section 3, Grantee’s ownership of AwardedShares shall vest (*i.e.*, becomenonforfeitable) if Grantee has been a Service Provider from the Date of Grantup to the applicable “Vesting Date” set forth in the following vestingschedule:

 
| **Percentage of  Shares Vested** | ** ** | **Vesting Date** | ** ** |
|----------------------------------|------------|------------------|------------|
|                             | %          |             |       |
|                             | %          |             |       |

 

If Grantee ceases to be a Service Provider for any reason other than:(i) a termination of Grantee’s Service by the Company or an Affiliate forCause, or (ii) Grantee’s voluntary termination of Service other than for GoodReason, and such termination occurs between Vesting Dates, then a proratednumber of the Awarded Shares to be vested as of the next succeeding VestingDate (which prorated number shall be calculated based on the number of days inthe applicable vesting period prior to the termination over the total number ofdays in such vesting period) shall be deemed to have been vested as of the dateof such termination; provided that no fraction of a share shall be deemedvested pursuant to this provision.  Upona Change of Control, all Shares of Restricted Stock shall become fully vested,subject to Section 17.2(a) and (b) of the 2004 Plan.

 

(b)                                 For purposes of thisAgreement, “Person” means an individual or entity, such as, but not limited to,a corporation, general partnership, joint venture, limited partnership, limitedliability company, trust or business association.

 

(c)                                  For purposes of thisAgreement, “Good Reason” shall mean the occurrence of any one or more of thefollowing events without the express written consent of the Grantee; provided,however, that any of the events described in clauses (ii) and (iv) below shallonly constitute Good Reason if the Company shall have failed to correct orremedy such event within thirty (30) days following receipt of written noticefrom the Grantee describing in reasonable detail such event and demandingcorrection or remedy:

 

(i)                                     therelocation of Grantee’s principal office to a location that is more than fifty(50) miles from the Company’s current or future Washington, D.C. areaheadquarters, or, if Grantee is not located at the Company’s Washington, D.C.area headquarters, a relocation of Grantee’s office that results in an increaseof fifty (50) miles or more in the distance of Grantee’s commute;

 

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(ii)                                  afailure by the Company to pay or provide for any earned base salary, earned annualbonus or any other material earned compensation in each case when due;

 

(iii)                               a reduction by theCompany in Grantee’s base salary except as part of a salary reduction programapproved by the Board of Directors that is generally applicable to employees ofthe Company in the same or similar positions to that of Grantee; or

 

(iv)                              the failure of the Company to obtain a satisfactoryagreement from any successor to the Company to assume and perform theobligations of the Company hereunder (after taking into account any action ofthe Board pursuant to **Section 17.2**of the Plan).

 

(d)                                 Exceptas otherwise provided in Section 3.1(a) hereof, all shares of RestrictedStock shall be forfeited by Grantee in the event that Grantee ceases to be aService Provider.  For purposes of thisAgreement, unless otherwise agreed to in writing by the Company, termination ofemployment shall be deemed to occur on the last day actually worked by Grantee,rather than the last day Grantee is on the payroll of the Company or anAffiliate.  The Committee, in its soleand absolute discretion, shall determine whether a leave of absence shallconstitute a termination of employment.

 

**Section 3.2****                                   RestrictionPeriod; Legend**.

 

(a)                                  Theperiod commencing on the Date of Grant during which the Awarded Shares have notvested (*i.e.*, are forfeitable) is referred toherein as the “Restriction Period.” Awarded Shares that have not vested during the Restriction Period arereferred to herein as Shares of “Restricted Stock.”

 

(b)                                 Inthe event the Company issues certificates representing Shares of RestrictedStock, such certificates shall bear the following legend:

 

“THISCERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMSAND CONDITIONS (INCLUDING THE RISK OF FORFEITURE AND RESTRICTIONS AGAINSTTRANSFER) CONTAINED IN THE MILLS CORPORATION 2004 STOCK INCENTIVE PLAN, AS THESAME MAY BE AMENDED FROM TIME TO TIME (THE “PLAN”) AND A WRITTEN AGREEMENT (THE“AGREEMENT”) ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE MILLSCORPORATION.  RELEASE FROM SUCH TERMS ANDCONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN ANDTHE AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THESECRETARY OF THE MILLS CORPORATION.”

 

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(c)                                  Whenthe restrictions applicable to Shares of Restricted Stock shall lapse, if theCompany issues certificates representing Shares of Restricted Stock, a newcertificate for such Shares shall be delivered to Grantee free of suchrestrictions.  Shares of Restricted Stockthat are forfeited shall be immediately transferred to the Company without anypayment by the Company; the Company shall have the full right to cancel the certificatesevidencing such forfeited shares automatically upon such forfeiture, whether ornot such certificates shall have been surrendered to the Company.  Following such forfeiture, Grantee shall haveno further rights with respect to such forfeited Shares.

 

**Section 3.3****                                   Death,Disability or Retirement**. If before the end of the Restriction Period, Grantee dies, sustains aDisability or retires under the provisions of a retirement plan of the Company(or on or after age 60 if no retirement plan of the Company or an Affiliate isapplicable to Grantee), all Shares of Restricted Stock shall vest immediately,and the Company shall issue to Grantee, Grantee’s legal guardian, the executoror administrator of the estate of Grantee, or the Person or Persons to whomrights under this Agreement shall have passed by bequest or inheritance, as thecase may be, such Shares free of the restrictions set forth in Section 3.2(b)hereof.

 

**Section 3.4****                                   Non-transferability.**  Notwithstanding any other provisions of thisAgreement to the contrary, (a) the rights granted to Grantee with respect toShares of Restricted Stock as set forth herein (including, but not limited to,the right to vote Shares of Restricted Stock and the right to receive dividendson Shares of Restricted Stock as set forth in Section 4 hereof) may not betransferred, assigned, pledged or disposed of in any manner whatsoever, exceptthat such rights may be transferred by will or the laws of descent anddistribution, and (b) any attempt to transfer, assign, pledge or otherwisedispose of such rights in contravention of this Section 3.4 shall be nulland void and without effect and shall cause the forfeiture of all Shares ofRestricted Stock.

 

**Section 4.****                                          Dividend and Voting Rights.**  Subject to the restrictions contained in thisAgreement, all of the Awarded Shares shall be deemed issued and outstandingShares as of the first Vesting Date, and, therefore, Grantee shall have therights of a stockholder with respect to the Awarded Shares, including the rightto vote all such Shares (including Shares of Restricted Stock) and to receiveall dividends, cash or stock, paid or delivered thereon, with respect to suchShares (including Shares of Restricted Stock) from and after the first VestingDate.  Any forfeiture of Shares ofRestricted Stock pursuant to Section 3.4 hereof shall not create anyobligation on the part of Grantee to repay dividends received as to such Sharesof Restricted Stock during the Restriction Period, nor shall such forfeitureinvalidate any votes given by Grantee with respect to such Shares prior toforfeiture.

 

**Section 5.****                                          Withholding of Taxes.**  The parties hereto recognize that the Companyor an Affiliate may be obligated to withhold federal, state and local incometaxes and social security taxes to the extent that Grantee realizes ordinaryincome in connection with the vesting of Shares of Restricted Stock.  Grantee agrees that the Company or anAffiliate may withhold amounts needed to cover such taxes from

 

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payments otherwise dueand owing to Grantee (including, but not limited to, salary or othercompensation of Grantee), and also agrees that upon demand Grantee willpromptly pay to the Company or an Affiliate having such obligation anyadditional amounts as may be necessary to satisfy such withholding taxobligation.  Such payment shall be madein cash or cash equivalents.

 

**Section 6.****                                          Notices.**  Any notice to be given to the Company shallbe addressed to each of the Treasurer and the General Counsel of the Company atthe Company’s principal executive office, and any notice to be given to Granteeshall be addressed to Grantee at the address then appearing on the personnel records of the Company or Affiliate by whichhe or she is employed, or at such other address as either party hereafter maydesignate in writing to the other.  Anysuch notice shall be deemed to have been duly given when addressed asaforesaid, deposited in the United States mail, registered or certified mail,postage and registration or certification fees prepaid, or when deposited witha recognized overnight courier.

 

**Section 7.****                                         ****Section 83(b) ElectionImpermissible**.  With respect to the Restricted Stock Award,Grantee is not permitted to make an election under Section 83(b) of theCode.  In the event Grantee makes such anelection in violation of this Section, the Grantee shall immediately forfeitthe Restricted Stock Award and shall return to the Company any amountsreceived, whether from a sale of shares or otherwise.

 

**Section 8.****                                         ****Governing Law**.  The law of the State of Delaware,except its law with respect to choice-of-law or conflicts-of-law, shall becontrolling in all matters relating to this Agreement.

 

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**Section 9.****                                          NoEmployment Rights**.  Granteeacknowledges and agrees that nothing contained herein or in the 2004 Plan, norany of the rights granted hereunder or thereunder to Grantee, shall beconstrued to (a) give Grantee the right to remain employed by the Company orany Affiliate or to any benefits not specifically provided hereunder or underthe 2004 Plan, or (b) in any manner modify the right of the Company or anyAffiliate to modify, amend or terminate any of its employee benefit plans.

 

**Section 10.****                                   Nature of Payments. **Any and all grants or deliveries of Shares hereunder shallconstitute special incentive payments to Grantee and shall not be taken intoaccount in computing the amount of salary or other compensation of Grantee forthe purposes of determining any pension, retirement, death or other benefitsunder (a) any pension, retirement, profit-sharing, bonus, life insurance orother employee benefit plan of the Company or any Affiliate, or (b) anyagreement between the Company or any Affiliate, on the one hand, and Grantee,on the other hand, except as such plan or agreement shall otherwise expresslyprovide.

 

**Section 11.****                                   Entire Agreement; Amendment; Waiver.**  This Agreement embodies the entire agreementof the parties hereto with respect to the Restricted Stock Award, the AwardedShares and all other matters contained herein. This Agreement supersedes and replaces any and all prior oral or writtenagreements with respect to the specific subject matter hereof.  This Agreement may be amended, and anyprovision hereof waived, but only if the amendment or waiver is in writingsigned by both parties.  A waiver on oneoccasion shall not be deemed to be a waiver of the same or any other breach ona future occasion.  If there is anyinconsistency between the provisions of this Agreement and of the 2004 Plan,the provisions of the 2004 Plan shall govern.

 

The Company and Grantee have caused this Agreement tobe duly executed as of the date first above written.

 

 
| ** ** | **Company:**                                    |
|------------|-------------------------------------------------|
| ** ** | ** **                                      |
|       |                                            |
|       | THE MILLS  CORPORATION,  a Delaware corporation |
|       |                                            |
|       | By:                                             |   |   |
|       |                                            | Kenneth R. Parent |
|       |                                            | Chief Operating Officer |
|       |                                            |
| ** ** | **Grantee:**                                    |
| ** ** | ** **                                      |
| ** ** | ** **                                      |
| ** ** | ** **                                      | ** ** |

 

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