OR THAT MAY RESULT IN PENALTIES UNDER SECTION 409A OF THE CODE,
SHALL BE AMENDED, IN CONSULTATION WITH THE GRANTEE AND WITH THE REASONABLE
COOPERATION OF THE GRANTEE AND THE COMPANY, IN THE LEAST RESTRICTIVE MANNER
NECESSARY TO (I) EXCLUDE THE AWARD LTIP UNITS FROM THE DEFINITION OF "DEFERRED
COMPENSATION" WITHIN THE MEANING OF SUCH SECTION 409A OR (II) COMPLY WITH THE
PROVISIONS OF SECTION 409A, OTHER APPLICABLE PROVISION(S) OF THE CODE AND/OR ANY
RULES, REGULATIONS OR OTHER REGULATORY GUIDANCE ISSUED UNDER SUCH STATUTORY
PROVISIONS, IN EACH CASE WITHOUT DIMINUTION IN THE VALUE OF THE BENEFITS GRANTED
HEREBY TO THE GRANTEE.
12
(S)
COMPLETE AGREEMENT. THIS AGREEMENT (TOGETHER WITH THOSE AGREEMENTS
AND DOCUMENTS EXPRESSLY REFERRED TO HEREIN, FOR THE PURPOSES REFERRED TO HEREIN)
EMBODY THE COMPLETE AND ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDE ANY AND ALL PRIOR
PROMISES, ASSURANCES, COMMITMENTS, AGREEMENTS, UNDERTAKINGS OR REPRESENTATIONS,
WHETHER ORAL, WRITTEN, ELECTRONIC OR OTHERWISE, AND WHETHER EXPRESS OR IMPLIED,
WHICH MAY RELATE TO THE SUBJECT MATTER HEREOF IN ANY WAY.
[signature page follows]
13
IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be
executed as of the
day of
,
.
THE MACERICH COMPANY
By:
Name:
Title:
THE MACERICH PARTNERSHIP, L.P.
By: The Macerich Company, its general partner
By:
Name:
Title:
GRANTEE
Name:
EXHIBIT A
FORM OF LIMITED PARTNER SIGNATURE PAGE
The Grantee, desiring to become one of the within named Limited Partners of The
Macerich Company, L.P., hereby accepts all of the terms and conditions of
(including, without limitation, the provisions related to powers of attorney),
and becomes a party to, the Agreement of Limited Partnership, dated as of March
16, 1994, of The Macerich Partnership, L.P., as amended (the "Partnership
Agreement"). The Grantee agrees that this signature page may be attached to any
counterpart of the Partnership Agreement and further agrees as follows (where
the term "Limited Partner" refers to the Grantee:
1.
THE LIMITED PARTNER HEREBY CONFIRMS THAT IT HAS REVIEWED THE
TERMS OF THE PARTNERSHIP AGREEMENT AND AFFIRMS AND AGREES THAT IT IS BOUND BY
EACH OF THE TERMS AND CONDITIONS OF THE PARTNERSHIP AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS THEREOF RELATING TO LIMITATIONS AND
RESTRICTIONS ON THE TRANSFER OF PARTNERSHIP UNITS. WITHOUT LIMITATION OF THE
FOREGOING, THE LIMITED PARTNER IS DEEMED TO HAVE MADE ALL OF THE
ACKNOWLEDGEMENTS, WAIVERS AND AGREEMENTS SET FORTH IN SECTION 10.6 AND 13.11 OF
THE PARTNERSHIP AGREEMENT.
2.
THE LIMITED PARTNER HEREBY CONFIRMS THAT IT IS ACQUIRING THE
PARTNERSHIP UNITS FOR ITS OWN ACCOUNT AS PRINCIPAL, FOR INVESTMENT AND NOT WITH
A VIEW TO RESALE OR DISTRIBUTION, AND THAT THE PARTNERSHIP UNITS MAY NOT BE
TRANSFERRED OR OTHERWISE DISPOSED OF BY THE LIMITED PARTNER OTHERWISE THAN IN A
TRANSACTION PURSUANT TO A REGISTRATION STATEMENT FILED BY THE PARTNERSHIP (WHICH
IT HAS NO OBLIGATION TO FILE) OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND ALL APPLICABLE STATE