ANY PROVISION OF THIS AGREEMENT THAT IS INCONSISTENT
WITH SECTION 409A OF THE CODE, 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 2010 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.
(R )
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]
17
IN WITNESS WHEREOF, the undersigned have caused this Award Agreement to be
executed as of the 5th day of March, 2010.
THE MACERICH COMPANY
By:
Name:
Richard A. Bayer
Title:
Senior Executive Vice President, Chief Legal
Officer and Secretary
THE MACERICH PARTNERSHIP, L.P.
By: The Macerich Company, its general partner
By:
Name:
Richard A. Bayer
Title:
Senior Executive Vice President, Chief Legal
Officer and Secretary
GRANTEE
Name:
18
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