2007 Long Term Incentive Plan for Senior Executives


     

    Exhibit
      4.15

    
 

    2007
      LONG TERM INCENTIVE PLAN FOR SENIOR EXECUTIVES

    


    This
      document sets forth the terms and conditions of the 2007 Long Term Incentive
      Plan for Senior Executives (the “Plan”), adopted on March 8, 2007, in accordance
      with the terms of the Company’s 2004 Incentive Compensation Plan, which was
      amended and restated by the Company’s Amended and Restated 2004 Incentive Plan
      (the “2004 Plan”). 

    


    
      	
              1.

            	
              PURPOSE
                OF THE PLAN

            


    

    


    The
      Executive Compensation Committee adopted the Plan pursuant to the terms and
      conditions of the 2004 Plan to provide incentive awards to senior executive
      officers of the Company. The purpose of the Plan is to advance the interests
      of
      the Company and its stockholders and assist the Company in attracting and
      retaining senior executive officers of the Company and its Affiliates, who,
      because of the extent of their responsibilities, can make significant
      contributions to the Company’s success by their ability, industry, loyalty, and
      exceptional services, by providing incentives and financial rewards to such
      senior executive officers.

    


    
      	
              2.

            	
              DEFINITIONS

            


    

    


    2.1. “Affiliate”
      shall
      have the meaning ascribed to such term in Rule 12b-2 promulgated under the
      Securities Exchange Act of 1934, as amended.

    


    2.2. “Award”
      shall
      mean any amount granted to a Participant under the Plan, including, but not
      limited to, any non-cash incentives from the Company’s 2004 Plan.

    


    2.3. “Board”
      shall
      mean the Board of Trustees of the Company.

    


    2.4. “Code”
      shall
      mean the U.S. Internal Revenue Code of 1986, as amended from time to
      time.

    


    2.5. “Committee”
      shall
      mean the Executive Compensation Committee of the Board or any subcommittee
      thereof formed by the Committee to act as the Committee hereunder, subject
      to
      the provisions of Section 3.2(d) hereof.

    


    2.6. “Participant”
      shall
      mean the Company’s Chief Executive Officer and each other senior executive
      officer of the Company and its Affiliates selected by the Committee pursuant
      to
      Section 3.1 to participate in the Plan.

    


    2.7. “Peer
      Group” shall
      mean the entities listed in Exhibit A hereto; provided however, that Exhibit
      A
      shall be deemed to be automatically amended to delete any member company of
      the
      Peer Group if any such member company: (i) ceases during the Performance Period
      to have its common shares of stock publicly traded, (ii) issues a public
      announcement during the Performance Period of the commencement of a formal
      investigation by an agency of the United States government, (iii) ceases during
      the Performance Period to qualify as a real estate investment trust (“REIT”)
      under the Code, or (iv) ceases during the Performance Period to operate
      primarily in the retail sector of the REIT industry.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.8. “Performance
      Goal(s)” shall
      mean (i) the outcome of the Company’s total shareholder return for its common
      shares during the Performance Period as compared to the total shareholder return
      for the common shares of the Peer
      Group and (ii) the timely payment of quarterly dividends by the Company during
      the Performance Period on its common shares at dividend rates no lower than
      those paid during fiscal year 2006.

    


    2.9. “Performance
      Period” shall
      mean January 1, 2007 up to and including December 31, 2009.

    


    2.8. “Performance
      Share”
      shall
      mean any Award granted pursuant to Article 9 of the 2004 Plan and subject to
      the
      terms of the 2004 Plan, denominated in the Company’s shares of beneficial
      interest.

    


    2.9. “Plan”
      shall
      have the meaning set forth in the introductory paragraph hereto.

    


    2.10. “Restricted
      Shares” means
      an
      Award granted pursuant to Article 8 of the 2004 Plan.

     

    2.11. “2004
      Plan”
shall
      have the meaning set forth in the introductory paragraph hereto.

    


    
      	3.	
              ELIGIBILITY
                AND ADMINISTRATION

            


    

    


    3.1. Eligibility.
      The
      individuals eligible to participate in the Plan shall be the Company’s Chief
      Executive Officer and any other senior executive officer of the Company or
      an
      Affiliate selected by the Committee to participate in the Plan (each, a
“Participant”).

    


    3.2. Administration.
      (a)
      The
      Plan shall be administered by the Committee. The Committee shall have full
      power
      and authority, subject to the provisions of the Plan and the 2004 Plan and
      subject to such orders or resolutions not inconsistent with the provisions
      of
      the Plan or the 2004 Plan as may from time to time be adopted by the Board,
      to:


    


    
      	 	
              (i)

            	
              select
                the Participants to whom Awards may from time to time be authorized
                hereunder; 

            


    

    


    
      	 	
              (ii)

            	
              determine
                the terms and conditions, not inconsistent with the provisions of
                the Plan
                or the 2004 Plan, of each Award;

            


    

    


    
      	 	
              (iii)

            	
              determine
                the time when Awards will be granted and
                paid;

            


    

    


    
      	 	
              (iv)

            	
              determine
                the performance goals for Awards for each Participant in respect
                of the
                Performance Period based on the Performance Goals and certify the
                calculation of the amount of the Award payable to each Participant
                in
                respect of the Performance Period;

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              (v)

            	
              determine
                whether payment of Awards may be deferred by
                Participants;

            


    

    


    
      	 	
              (vi)

            	
              interpret
                and administer the Plan, and any instrument or agreement entered
                into in
                connection with the Plan;

            


    

    


    
      	 	
              (vii)

            	
              correct
                any defect, supply any omission or reconcile any inconsistency in
                the Plan
                or any Award in the manner and to the extent that the Committee shall
                deem
                desirable to carry it into effect;

            


    

    


    
      	 	
              (viii)

            	
              establish
                such rules and regulations and appoint such agents as it shall deem
                appropriate for the proper administration of the Plan;
                and

            


    

    


    
      	 	
              (ix)

            	
              make
                any other determination and take any other action that the Committee
                deems
                necessary or desirable for administration of the
                Plan.

            


    

    


    (b) Decisions
      of the Committee shall be final, conclusive and binding on all persons or
      entities, including the Company, any Affiliate, any Participant and any person
      claiming any benefit or right under an Award or under the Plan.

    


    (c) To
      the
      extent not inconsistent with applicable law or the rules and regulations of
      the
      New York Stock Exchange (or such other principal securities market on which
      the
      Company’s securities are listed or qualified for trading), the Committee’s
      governing charter, and any applicable federal or state law, the Committee may
      delegate to one or more officers of the Company or a committee of officers
      the
      authority to take actions on its behalf pursuant to the Plan.

    


    (d) Each
      member of the Committee shall be an “outside director” within the meaning of
      Section 162(m)(4)(C)(i) of the Code and the regulations thereunder, as same
      may
      be amended from time to time. The Committee shall consist of no fewer than
      two
      persons. The Board may remove from, add members to, or fill vacancies in the
      Committee.

    


    
      	4.	
              AWARDS

            


    

    


    4.1. Performance
      Period; Performance Goals. In
      determining the achievement of one or more of the Performance Goals in
      connection with an Award of Performance Shares, the Committee may consider
      or
      not consider in its evaluation the occurrence of any of the following events
      during the Performance Period: (a) asset write-downs by the Company, (b)
      litigation or claim judgments or settlements, (c) the effect of changes in
      tax
      laws, accounting principles, or other laws or provisions affecting reported
      results, (d) any reorganization and restructuring programs, (e) extraordinary
      nonrecurring items as described in Accounting Principles Board Opinion No.
      30,
      as amended, superseded, modified, or revised, and/or in management’s discussion
      and analysis of financial condition and results of operations appearing in
      the
      Company’s annual report to shareholders for the applicable year, (f)
      acquisitions or divestitures, and (g) foreign exchange gains and losses. The
      Committee shall take the aforementioned factors into consideration in a form
      and
      manner that permits any grant of Award of Performance Shares authorized under
      this Plan to satisfy the requirements of Section 162(m) of the Code for
      deductibility.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    4.2. Certification.
      In
      connection with an Award of Performance Shares, at such time as it shall
      determine appropriate following the conclusion of the Performance Period, the
      Committee shall certify, in writing, the amount of the Award for each
      Participant for such Performance Period. The certification required by this
      subsection shall be a condition precedent and occur prior to any Award being
      issued to a Participant for satisfaction of a Performance Goal under this
      Plan.

    


    4.3. Payment
      of Awards. The
      amount of the Award of Performance Shares actually paid to a Participant may,
      in
      the sole discretion of the Committee, be less than the amount otherwise payable
      to the Participant based on attainment of the Performance Goals for the
      Performance Period as determined in accordance with Section 4.1. The actual
      amount of the Award of Performance Shares determined by the Committee for the
      Performance Period shall be paid in shares of the Company’s common shares of
      beneficial interest from the 2004 Plan or such other shareholder approved equity
      compensation plan. Payment to each Participant shall be made pursuant to terms
      of each Participant’s Award agreement.

    


    4.4. Commencement
      or Termination of Employment.
      If a
      person becomes a Participant during the Performance Period (whether through
      promotion or commencement of employment) then the Committee, as determined
      in
      its sole discretion, may make Awards to such person in such an amount as they
      shall determine at that time. The Committee shall specify in an Award agreement
      what the Participant’s rights shall be with respect to the Award in the event
      that the Participant dies, retires, is disabled, or if the Participant’s
      employment is otherwise terminated (with or without cause), during the
      Performance Period.

    


    4.5. Maximum
      Award. The
      annual award limits stated in Section 4.3 of the 2004 Plan are incorporated
      herein by reference and are applicable to the various Awards made under this
      Plan as appropriate.

    


    4.6. Restricted
      Stock.
      The
      Committee may make awards of Restricted Shares to the Participants. A grant
      of
      Restricted Shares hereunder may or may not satisfy the requirements of Section
      162(m) of the Code, as determined by the Committee at the time of grant, and
      shall be subject to the terms of any Restricted Share agreement that may
      accompany such grant.

    


    
      	
              5.

            	
              MISCELLANEOUS

            


    

    


    5.1. Amendment
      and Termination of the Plan. The
      Committee may, from time to time, alter, amend, suspend or terminate the Plan
      as
      it shall deem advisable, subject to any requirement for stockholder approval
      imposed by applicable law. No amendments to, or termination of, the Plan shall
      in any way impair the rights of a Participant under any Award previously granted
      without such Participant’s consent.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    5.2. Section
      162(m) of the Code. All
      Awards of Performance Shares made under this Plan are intended to be
      Performance-Based Compensation that satisfies the requirements of Section 162(m)
      of the Code unless the Committee states otherwise in writing.

    


    5.3. Tax
      Withholding. The
      Company or an Affiliate shall have the right to make all payments or
      distributions pursuant to the Plan to a Participant, net of any applicable
      federal, state and local taxes required to be paid or withheld. The Company
      or
      an Affiliate shall have the right to withhold from wages, Awards or other
      amounts otherwise payable to such Participant such withholding taxes as may
      be
      required by law, or to otherwise require the Participant to pay such withholding
      taxes. If the Participant shall fail to make such tax payments as are required,
      the Company or an Affiliate shall, to the extent permitted by law, have the
      right to deduct any such taxes from any payment of any kind otherwise due to
      such Participant or to take such other action as may be necessary to satisfy
      such withholding obligations.

    


    5.4. Right
      of Discharge Reserved; Claims to Awards. Nothing
      in the Plan shall provide any Participant a right to receive any Award or,
      in
      the case of an Award of Performance Shares, payment under the Plan with respect
      to the Performance Period. Nothing in the Plan nor the grant of an Award
      hereunder shall confer upon any Participant the right to continue in the
      employment of the Company or an Affiliate or affect any right that the Company
      or an Affiliate may have to terminate the employment of (or to demote or to
      exclude from future Awards under the Plan) any such Participant at any time
      for
      any reason. Except as specifically provided by the Committee, the Company shall
      not be liable for the loss of existing or potential profit from an Award granted
      in the event of the termination of employment of any Participant. No Participant
      shall have any claim to be granted any Award under the Plan, and there is no
      obligation for uniformity of treatment of Participants under the
      Plan.

    


    5.5. Nature
      of Payments. All
      Awards made pursuant to the Plan are in consideration of services performed
      or
      to be performed for the Company or an Affiliate, division or business unit
      of
      the Company. Any income or gain realized pursuant to Awards under the Plan
      constitute a special incentive payment to the Participant and shall not be
      taken
      into account, to the extent permissible under applicable law, as compensation
      for purposes of any of the employee benefit plans of the Company or an Affiliate
      except as may be determined by the Committee or by the Board or similar
      governing body of the applicable Affiliate.

    


    5.6. Other
      Plans. Nothing
      contained in the Plan shall prevent the Board from adopting other or additional
      compensation arrangements, subject to stockholder approval if such approval
      is
      required; and such arrangements may be either generally applicable or applicable
      only in specific cases. If there is any inconsistency between the terms of
      this
      Plan and the 2004 Plan, then the 2004 Plan’s terms shall completely supersede
      and replace the conflicting terms of this Plan.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    5.7. Severability.
      If
      any
      provision of the Plan shall be held unlawful or otherwise invalid or
      unenforceable in whole or in part by a court of competent jurisdiction, such
      provision shall (a) be deemed limited to the extent that such court of competent
      jurisdiction deems it lawful, valid and/or enforceable and as so limited shall
      remain in full force and effect, and (b) not affect any other provision of
      the
      Plan or part thereof, each of which shall remain in full force and effect.
      If
      the making of any payment or the provision of any other benefit required under
      the Plan shall be held unlawful or otherwise invalid or unenforceable by a
      court
      of competent jurisdiction, such unlawfulness, invalidity or unenforceability
      shall not prevent any other payment or benefit from being made or provided
      under
      the Plan, and if the making of any payment in full or the provision of any
      other
      benefit required under the Plan in full would be unlawful or otherwise invalid
      or unenforceable, then such unlawfulness, invalidity or unenforceability shall
      not prevent such payment or benefit from being made or provided in part, to
      the
      extent that it would not be unlawful, invalid or unenforceable, and the maximum
      payment or benefit that would not be unlawful, invalid or unenforceable shall
      be
      made or provided under the Plan.

    


    5.8. Construction.
      As
      used
      in the Plan, the words “include”
      and
      “including,”
      and
      variations thereof, shall not be deemed to be terms of limitation, but rather
      shall be deemed to be followed by the words “without
      limitation.”

    


    5.9. Unfunded
      Status of the Plan. The
      Plan
      is intended to constitute an “unfunded” plan for incentive compensation and
      deferred compensation if permitted by the Committee. With respect to any
      payments payable under the Plan to a Participant that are unpaid, nothing
      contained herein shall give any such Participant any rights that are greater
      than those of a general creditor of the Company.

    


    5.10. Change
      of Control. In
      addition to the terms and conditions of this Plan, one or more Awards may be
      subject to the terms and conditions set forth in a written agreement between
      the
      Company and a Participant providing for different terms or provisions with
      respect to such Awards upon a “Change of Control” of the Company (as that term
      may be defined in such written agreement), including but not limited to
      acceleration of benefits, lapsing of restrictions, vesting of benefits and
      such
      other terms, adjustment of the Performance Period, conditions or provisions
      as
      may be contained in such written agreement; provided however,
      that
      such written agreement may not increase the maximum amount of such
      Awards.

    


    5.11. Governing
      Law. The
      Plan
      and all determinations made and actions taken thereunder, to the extent not
      otherwise governed by the Code or the laws of the United States, shall be
      governed by the laws of the State of New York, without reference to principles
      of conflict of laws that might result in the application of the laws of another
      jurisdiction, and shall be construed accordingly.

    


    5.12. Effective
      Date of Plan. The
      Plan
      shall be effective on the date of the approval of the Plan by the Committee
      and
      Board. The Plan shall be null and void and of no effect if the foregoing
      condition is not fulfilled.

    


    5.13. Captions.
      The
      captions in the Plan are for convenience of reference only, and are not intended
      to narrow, limit or affect the substance or interpretation of the provisions
      contained herein.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    5.14 Section
      409A. The
      Plan
      is entered into with the intention that amounts payable pursuant to its terms
      will not be treated as taxable income to a Participant until the Participant
      actually receives such amounts. The amounts payable under the Plan are intended
      to be exempt from the provisions of Section 409A of the Code and shall be
      interpreted and administered consistent therewith. To the extent future guidance
      or rules are promulgated under Code Section 409A from time to time, the Company
      may make such amendments to the Plan as may be necessary or helpful to comply
      with such guidance or rules.

     

    
 

    
      
        
        

      

      
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    EXHIBIT
      A

    


    
      	 	
              1.

            	
              Taubman
                Centers, Inc.

            


    

    
      	 	
              2.

            	
              The
                Macerich Company

            


    

    
      	 	
              3.

            	
              General
                Growth Properties, Inc.

            


    

    
      	 	
              4.

            	
              Simon
                Property Group, Inc.

            


    

    
      	 	
              5.

            	
              CBL
                & Associates Properties, Inc.

            


    

    
      	 	
              6.

            	
              Pennsylvania
                Real Estate Investment Trust

            


    

    
      	 	
              7.

            	
              Federal
                Realty Investment Trust

            


    

    
      	 	
              8.

            	
              Kimco
                Realty Corp.

            


    

    
      	 	
              9.

            	
              Acadia
                Realty Trust

            


    

    
      	 	
              10.

            	
              Regency
                Centers Corp.

            


    

    
      	 	
              11.

            	
              Developers
                Diversified Realty Corporation

            


    

    
      	 	
              12.

            	
              Tanger
                Factory Outlet Centers, Inc.

            


    

    
      	 	
              13.

            	
              Weingarten
                Realty Investors

            


    

    
      	 	
              14.

            	
              Kite
                Realty Group Trust

            


    

    
      	 	
              15.

            	
              Ramco-Gershenson
                Properties Trust

            


    

    
      	 	
              16.

            	
              Cedar
                Shopping Centers, Inc.

            


    

    


    
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