AMENDMENT TO THE
TAUBMAN CENTERS, INC. CHANGE OF
CONTROL SEVERANCE PROGRAM
Taubman Centers, Inc. (the
“Company”) has adopted and maintains the Taubman
Centers, Inc. Change of Control Severance Program, as effective May
11, 2005 (the “Plan”).
Pursuant to Section 7 of the Plan, the Company
has the right to amend the Plan at any time.
The Company desires to amend the Plan for
compliance with Section 409A of the Internal Revenue Code of 1986,
as amended.
Accordingly, the Plan is amended, effective
immediately, in the following respects:
1. Section 2(v) of
the Plan is amended by the addition of a new sentence at the end
thereof, reading as follows:
“For
purposes of this definition, ‘termination of
employment’ means a ‘separation from service’ as
that term is defined under Code Section 409A and the rules at
Treasury Regulations Section 1.409A-1(h).”
2. Section 4(c) of
the Plan is amended to read as follows:
“(c)
Welfare Benefits; Outplacement; T-I REIT Share
. A Participant entitled to a Separation Benefit will
continue to be provided, during the Separation Period, with
medical, dental and vision benefits, and executive long-term
disability benefits (if the Participant was eligible for such
executive long-term disability benefits immediately prior to the
Change of Control or at any time thereafter), in each case,
comparable in scope and cost to the Participant to the benefits
that would have been provided if the Participant had continued to
be an Associate, for the Separation Period (the ‘Welfare
Benefits’); provided , that if the Participant becomes
re-employed with another employer and is eligible to receive any
such benefits from such employer, the benefits provided pursuant to
this sentence shall terminate. Any Company cost for any
Welfare Benefits provided under the preceding sentence will be paid
on a monthly basis, and the Participant will pay any Associate
share of the cost of any Welfare Benefits on a monthly
basis. Any Welfare Benefit that provides for a deferral
of compensation subject to Code Section 409A because it does not
meet the exemption requirements under Treasury Regulations Section
1.409A-1(b)(9)(v)(B), will be made or reimbursed on or before the
end of the calendar year following the calendar year in which an
expense was incurred, will not affect the expenses eligible for
reimbursement in any other calendar year, and cannot be liquidated
or exchanged for any other benefit. In addition, a
Participant entitled to a Separation Benefit (i) will be provided
with the Outplacement Benefits. Also, a Participant
entitled to a Separation Benefit shall, as of the Date of
Termination, tender any T-I REIT share that was granted to such
Participant by the Taubman Company Limited Partnership (the
‘Partnership’)
