formex10b.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THE
TAUBMAN COMPANY LLC

    2008
OMNIBUS LONG-TERM INCENTIVE PLAN

    OPTION
AWARD AGREEMENT

    


    


    THIS
AWARD AGREEMENT, dated as of
[                ],
20[           ] (which
date is the “Grant Date”), is entered into by and between THE TAUBMAN REALTY
GROUP LIMITED PARTNERSHIP, a Delaware limited liability partnership (“TRG”), and
[        ] (the “Optionee”).

    


    1.      
Incorporation of
Plan.   This Option is granted as of the date written
above pursuant to and subject to all of the terms and conditions of The Taubman
Company LLC 2008 Omnibus Long-Term Incentive Plan, as effective May 29, 2008
(the “Plan”), the provisions of which are by reference made a part hereof to the
same extent as if set forth in their entirety herein, and to such other terms
and conditions as are hereinafter stated, all determinations necessary or
appropriate to the grant hereof having been made.  A copy of the Plan
is on file in the office of The Taubman Company, LLC (the
“Company”).  The Optionee hereby acknowledges that he or she has
received a copy of the Plan.

    


    2.      Grant of
Option.  Pursuant to the Plan, TRG hereby grants to the
Optionee as of the Grant Date specified above an Option to purchase any one or
more of an aggregate of
[            ] TRG Units,
subject to adjustment in accordance with Section 17.1 of the
Plan.  The Option will vest in accordance with the schedule attached
hereto as Exhibit A.  The Option granted under this Award
Agreement is a Non-Qualified Option under the Plan.

    


    3.      Option
Price.  The price to be paid for each TRG Unit made the subject
of the Option upon the Optionee’s exercise of the Option or any part thereof
shall be the Option Price of $[] per TRG Unit, which price is the Fair Market
Value of a TRG Unit on the Grant Date.

    


    4.      Exercise of
Option.  The Option, to the extent exercisable, may be
exercised as provided in the Plan and by delivering to TRG in care of the
Company at the Company’s principal business office  (a) a written
notice of exercise, and such other forms as may be required, in substantially
the form prescribed from time to time by the Committee or its delegate and (b)
except as provided for under (i) Section 12.3 of the Plan (cashless exercise) in
the manner determined by the Company or (ii) Section 12.4 of the Plan (other
forms of payment) subject to approval by the Committee, full payment in cash of
the Option Price times the total number of TRG Units purchased under the Option,
plus, as provided in paragraph 5 below, payment of any federal, state, or local
income and withholding taxes, all on the date of exercise.  Such
notice shall specify the number of TRG Units with respect to which the Option is
being exercised and shall be signed by the Person exercising the
Option.  Any exercise of the Option shall be subject to the minimum
number of TRG Units as provided under Section 8.7 of the Plan and the Continuing
Offer provisions of paragraph 15 below.  If the Option is exercised by
a Person other than the Optionee, such notice shall be accompanied by proof,
satisfactory to TRG or the Company of such Person’s right to exercise the
Option.

    


    5.      Tax Withholding
Obligation.  As permitted under Section 18.3 of the Plan, TRG
shall have the right to require the Optionee, or other Person exercising the
Option, to pay on the date of exercise any federal, state, or local income and
withholding taxes that accrue in connection with the exercise of the Option. TRG
shall have the right to determine (a) the amount of such income and withholding
taxes, and (b) the manner by which such income and withholding taxes must be
paid.

    


    6.      Nontransferability of
Option.

    


    (a)  The Optionee’s rights
and interests under the Plan and this Award Agreement shall not be assignable or
transferable other than by will or the laws of descent and distribution, and,
during the Optionee’s lifetime, only the Optionee personally, or, in the event
of the Optionee’s legal incapacity or incompetence, the Optionee’s guardian or
other legal representative, may exercise the Optionee’s rights under the Plan
and this Award Agreement.  An Optionee’s Beneficiary may exercise the
Optionee’s rights to the extent they are exercisable under the Plan following
the death of the Optionee.

    


    (b)  Notwithstanding
paragraph 6(a) above, the Optionee may transfer, not for value, all or part of
the Option to any Family Members.  A “not for value” transfer is a
transfer that is (i) a gift to a trust for the benefit of the Optionee and/or
one or more Family Members, or (ii) a transfer under a domestic relations order
in settlement of marital property rights.  Following a transfer under
this paragraph 6(b), the Option shall continue to be subject to the same terms
and conditions as were applicable immediately prior to
transfer.  Subsequent transfer of the transferred Option is prohibited
except in accordance with this paragraph 6(a) or by will or the laws of descent
and distribution.  The events of termination of Service of Section 8.4
of the Plan shall continue to be applied with respect to the Optionee, following
which the Option shall be exercisable by the transferee only to the extent and
for the periods specified in Section 8.4 of the Plan.

    


    7.      Rights as an
Employee.  The grant of the Option pursuant to the Plan and
this Award Agreement shall not in any way be deemed to constitute a contract of
employment between the Company, TRG, the Manager, or a Manager Entity and the
Optionee or any other Person; nor shall the Plan or this Award Agreement be
construed to give the Optionee or any other Person the right to remain in the
employment of the Company, TRG, the Manager or a Manager Entity or to affect the
right of the Company, TRG, the Manager or a Manager Entity to terminate the
Optionee’s or such other Person’s employment at any time with or without
cause.  It being acknowledged, unless expressly provided otherwise in
writing, that the Optionee’s or such other Person’s employment is “at
will.”

    


    8.      Notices.  Any
notice contemplated by this Agreement shall be addressed to TRG in care of the
Company, at 200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan
48304-2324; and any notice to the Optionee shall be addressed to him or her at
the address on file with the Company on the date hereof or at such other address
as he or she may hereafter designate in writing.

    


    9.      Interpretation.  The
Interpretation, construction, performance, and enforcement of this Award
Agreement and of the Plan shall lie within the sole discretion of the Committee,
and the Committee’s determination shall be conclusive and binding on all
interested Persons.  In the event of any inconsistency between any
provision of the Plan and any provision of this Award Agreement, the provision
of the Plan shall govern.

    


    10.   Amendment.  The
Committee may from time to time amend this Award Agreement to the extent the
Committee deems necessary for the purpose of attaining or preserving consistency
with the terms and provisions of the Plan and the Continuing Offer, or as
permitted by the Plan, and in such manner as the Committee deems equitable or as
may be required pursuant to the applicable law.

    


    11.  Termination of Management
Contract.  Upon the termination of the Master Services
Agreement (as defined in the Partnership Agreement) between TRG and the Manager,
for any reason, the Option granted under this Award Agreement shall fully vest
and shall continue to be exercisable through the normal date of expiration of
the exercise rights provided for under this Award Agreement.

    


    12.  Dissolution of
TRG.  The dissolution of TRG (provided that TRG is not
reconstituted as provided in the Partnership Agreement) shall automatically and
without further action cause the Option granted under this Award Agreement to
fully vest and the Option shall continue to be exercisable through the normal
date of expiration of the exercise rights provided for under this Award
Agreement.

    


    13.  Termination of the
Plan.  If the Plan is terminated as provided for under Section
5.3 of the Plan, the Option granted under this Award Agreement shall continue to
vest according to the regular vesting schedule provided for under this Agreement
and shall to be exercisable through the normal date of expiration of the
exercise rights provided for under this Award Agreement and the terms and
conditions of the Plan shall otherwise continue to apply with respect to the
Option.

    


    14. 
Forfeiture in the
Event of a Termination of Service Due to Lay-off in Connection With a
Reduction-in-Force.  The provisions of Section 8.4 of the Plan
providing for the full vesting of the Option in the event the Optionee’s Service
terminates due to lay-off in connection with a reduction in force do not apply
to the Option granted under this Award Agreement.  Instead, in the
event the Optionee’s Service terminates due to a lay-off in connection with a
reduction in force, the unvested portion of the Option will automatically and
immediately terminate and be forfeited by the Optionee, and the vested portion
of the Option will continue in effect according to terms of this Award
Agreement.

    


    15.
 Award Subject to
Continuing Offer.  An Optionee or other Person who is not
permitted to be a partner of TRG under the terms of the Partnership
Agreement is required to comply with the terms and conditions of the
Continuing Offer upon the exercise of an Option.  The
Continuing Offer has been filed as an exhibit to the periodic reports filed
by Taubman Centers, Inc. with the Securities and Exchange Commission;
copies are also available from the Company.  The exchange of Options
for Shares upon the exercise of an Option pursuant to the Continuing Offer and
this paragraph 15 shall not operate and shall not be applied in any manner that
constitutes a feature for the deferral of compensation resulting from the Option
granted under this Award Agreement

    


    16.  Additional Defined
Terms.  As used in this Award Agreement, the following
definitions shall apply:

    


    (a)  “Committee” means the
Compensation Committee of the Board of Directors of Taubman Centers, Inc.
(“Board”), or if the Board so elects, a different committee of, and designated
from time to time by resolution of, the Board, which shall be constituted as
provided in Section 3.1 of the Plan.

    


    (b)  “Continuing Offer” means
the Second Amended and Restated Continuing Offer, effective May 16, 2000, as the
same has been or may be amended and/or supplemented, which provides for, among
other things, the exchange of an Option for Shares at a specified ratio upon the
exercise of an Option.

    


    (c)  “Manager” means the
Company, or such other Person who has by written contract with TRG agreed to
provide management, administration, leasing, and development services for the
properties of TRG.

    


    (d)  “Manager Entity” means a
Person in which the Company, or one or more of the Persons possessing a
beneficial interest in the Company, possesses a beneficial interest and which
Person has agreed to provide personnel, management, administration, leasing
and/or development or other services for the properties of TRG, or to the
Company for the benefit of TRG, or for TRG itself.

    


    (e)  “Partnership Agreement”
means The Second Amended and Restated Agreement of Limited Partnership of The
Taubman Realty Group Limited Partnership, as the same has been amended or may be
amended and/or supplemented.

    


    (f)  “Person” or “Persons”
means an individual, a partnership (general or limited), corporation, joint
venture, business trust, cooperative, association, or other form of business
organization, whether or not regarded as a legal entity under applicable law, a
trust (inter vivos or testamentary), an estate of a deceased, insane or
incompetent person, a quasi-governmental entity, a government or any agency,
authority, political subdivision, or other instrumentality thereof, or any other
entity.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has executed this Award Agreement,
and in the case of TRG by its duly authorized officer, as of the day and year
first above written.

    


    


    OPTIONEE
SIGNATURE                                                               
  THE TAUBMAN REALTY GROUP LIMITEDPARTNERSHIP, a Delaware limited
partnership

    


    By: ____________________________________                                                   

    __________________________________

     

    Date: ______________________________                               
Its:  Authorized Signatory

    


    Date:____________________________________                                                               

    


    
      	
              TAUBMAN
      CENTERS, INC., a Michigan

              corporation,
      CONSENTS TO THE AWARD:

               

              By:___________________________________                                                      

               

              Its:___________________________________                                                     

               

              Date: _________________________________                                                     

               

            	
              THE
      TAUBMAN COMPANY LLC, a Delaware

              limited
      liability company, CONSENTS TO THE AWARD:

               

              By:______________________________                                                     

               

              Its:______________________________                                                     

               

              Date:_____________________________                                                     

               

            


    

    


    


    NOTE
TO OPTIONEE:  PLEASE RETURN ONE SIGNED AWARD AGREEMENT TO
[                      
] BY
[                   
] AND KEEP ONE FOR YOUR RECORDS.