Exhibit 10.3

 

SIMON PROPERTY GROUP

CEO LTIP

UNIT ADJUSTMENT WAIVER

 

April 18, 2014

 

David Simon

225 West Washington Street

Indianapolis, IN 46204

 

Re: LTIP Unit Adjustment Waiver

 

Reference is hereby made to the Simon Property Group, L.P. 1998 Stock Incentive Plan (Amended and Restated May 17, 2012), and further amended February 13, 2014 and April 4, 2014, as it subsequently may be amended from time to time (the “Plan”), and the Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement effective as of December 31, 2013 (the “CEO Award Agreement”), and the Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (the “Certificate of Designation”), pursuant to which you hold LTIP Units (as defined in the Plan) that are Unvested LTIP Units (as defined in the CEO Award Agreement and Certificate of Designation) (the “Applicable LTIP Units”).

 

Pursuant to a Separation and Distribution Agreement, to be executed by and between Simon Property Group, Inc. (“SPG”), Washington Prime Group Inc. (“WPG”), Simon Property Group, L.P. (“SPG L.P.”) and Washington Prime Group, L.P. (“WPG L.P.”), as may be amended from time to time (the “Separation Agreement”), it is expected that SPG will effectuate and cause to be effectuated the separation of a portion of the businesses of SPG L.P., consisting of its strip centers and smaller enclosed malls and their associated assets and liabilities (the “WPG Business”) from the remainder of SPG L.P.’s businesses (the “Separation”).  In connection with the Separation, SPG L.P. and certain of its subsidiaries will contribute certain assets and liabilities to WPG L.P. in exchange for limited partnership interests in WPG L.P., and SPG L.P. will then distribute, in one or more distributions, all of the WPG L.P. limited partnership interests held by SPG L.P. to the holders of record, as of the Record Date (as defined in the Separation Agreement), of limited partner interests in SPG L.P. (the “SPG L.P. Distribution”).  Following the SPG L.P. Distribution it is expected that SPG will distribute pro-rata to SPG’s stockholders all of the outstanding common shares of WPG, a newly-formed entity holding approximately 84% of the interests in WPG L.P., as a result of which WPG will become an independent, publicly-traded company (the “Distribution”).

 

In accordance with Sections 2.3 and 2.4 of the Certificate of Designation, you acknowledge that you will not be entitled to participate in the SPG L.P. Distribution with respect to the Applicable LTIP Units either by (i) receiving any limited partnership interests

 











 

in WPG LP, or (ii) increasing the number of Applicable LTIP Units that may be earned by you pursuant to the CEO Award Agreement.  You hereby further agree, acknowledge and consent that, notwithstanding anything in the Plan, the CEO Award Agreement, the Certificate of Designation (including Section 2.2 thereof), the Separation Agreement or other document or agreement to the contrary, the SPG L.P. Distribution shall be deemed to not affect the one-to-one correspondence between the Applicable LTIP Units and SPG L.P. limited partnership units for conversion, distribution or any other purposes, and that no adjustment shall be made to or in respect of the number of Applicable LTIP Units as a result of the SPG L.P. Distribution.

 

Except as otherwise expressly provided herein, the Certificate of Designation, the CEO Award Agreement and the Plan shall remain in full force and effect.

 

 

	
 
    	
 
    	
SIMON   PROPERTY GROUP, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/    James   M. Barkley
    
	
 
    	
 
    	
Name:
    	
James   M. Barkley
    
	
 
    	
 
    	
Title:
    	
General   Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
SIMON   PROPERTY GROUP, L.P., a Delaware limited partnership
    
	
 
    	
 
    	
By:
    	
Simon   Property Group, Inc.,
    
	
 
    	
 
    	
 
    	
a   Delaware corporation, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   James M. Barkley
    
	
 
    	
 
    	
Name:
    	
James   M. Barkley
    
	
 
    	
 
    	
Title:
    	
General   Counsel and Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Agreed   and Acknowledged:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/   David Simon
    	
 
    	
 
    
	
Name:   David Simon
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Date:   April 22, 2014