Exhibit 10.3
SIMON PROPERTY GROUP
SERIES 2010 LTIP UNIT (ONE YEAR PROGRAM)
AWARD AGREEMENT
This Series 2010 LTIP Unit (One Year Program) Award Agreement ("Agreement") made
as of the date set forth below among Simon Property Group, Inc., a Delaware
corporation (the "Company"), its subsidiary, Simon Property Group, L.P., a
Delaware limited partnership and the entity through which the Company conducts
substantially all of its operations (the "Partnership"), and the person
identified below as the grantee (the "Grantee").
Recitals
A.
THE GRANTEE IS AN EMPLOYEE OF THE COMPANY OR ONE OF ITS AFFILIATES
AND PROVIDES SERVICES TO THE PARTNERSHIP.
B.
THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD") APPROVED THIS AWARD (THIS "AWARD")
PURSUANT TO THE PARTNERSHIP'S 1998 STOCK INCENTIVE PLAN (AS FURTHER AMENDED,
RESTATED OR SUPPLEMENTED FROM TIME TO TIME HEREAFTER, THE "PLAN") AND THE EIGHTH
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF THE PARTNERSHIP, AS
AMENDED, RESTATED AND SUPPLEMENTED FROM TIME TO TIME HEREAFTER (THE "PARTNERSHIP
AGREEMENT"), TO PROVIDE OFFICERS OF THE COMPANY OR ITS AFFILIATES, INCLUDING THE
GRANTEE, IN CONNECTION WITH THEIR EMPLOYMENT, WITH THE INCENTIVE COMPENSATION
DESCRIBED IN THIS AGREEMENT, AND THEREBY PROVIDE ADDITIONAL INCENTIVE FOR THEM
TO PROMOTE THE PROGRESS AND SUCCESS OF THE BUSINESS OF THE COMPANY AND ITS
AFFILIATES, INCLUDING THE PARTNERSHIP. THIS AWARD WAS APPROVED BY THE COMMITTEE
PURSUANT TO AUTHORITY DELEGATED TO IT BY THE BOARD AS SET FORTH IN THE PLAN AND
THE PARTNERSHIP AGREEMENT TO MAKE GRANTS OF LTIP UNITS (AS DEFINED IN THE
PARTNERSHIP AGREEMENT).
C.
THIS AGREEMENT EVIDENCES AN AWARD OF LTIP UNITS THAT HAVE BEEN
DESIGNATED AS THE SERIES 2010 LTIP UNITS PURSUANT TO THE PARTNERSHIP AGREEMENT.
D.
EFFECTIVE AS OF THE GRANT DATE SPECIFIED IN SCHEDULE A, THE
COMMITTEE HAS MADE AN AWARD TO THE GRANTEE OF THE NUMBER OF LTIP UNITS (THE
"AWARD LTIP UNITS") SET FORTH IN SCHEDULE A.
NOW, THEREFORE, the Company, the Partnership and the Grantee agree as follows:
1.
ADMINISTRATION.
THIS AWARD SHALL BE ADMINISTERED BY THE
COMMITTEE WHICH HAS THE POWERS AND AUTHORITY AS SET FORTH IN THE PLAN.
2.
DEFINITIONS.
CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITIONS
SHALL HAVE THE MEANINGS GIVEN TO THOSE TERMS IN THE PLAN.
IN ADDITION, AS USED
HEREIN:
"Absolute TSR Goal" means the goal for TSR on an absolute basis as set forth on
Exhibit A.
"Annualized TSR Percentage" means the annualized equivalent of the TSR
Percentage.
"Award Date" means the date that the Award LTIP Units were granted as set forth
on Schedule A.
"Award LTIP Units" has the meaning set forth in the Recitals.
"Baseline Value" means $79.80, the per share closing price of the Common Stock
reported by The New York Stock Exchange for the last trading date preceding
January 1, 2010.
"Change of Control" means:
(I)
ANY "PERSON," AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF
THE EXCHANGE ACT (OTHER THAN THE COMPANY, ANY OF ITS SUBSIDIARIES, OR THE ESTATE
OF MELVIN SIMON, HERBERT SIMON OR DAVID SIMON