Exhibit 10.2.1
CONSULTING
AGREEMENT
This Consulting Agreement
(“Consulting Agreement”) is entered into this 5
th day of September, 2008 (the
“Effective Date”), by and between Mace Siegel, an
individual (“Consultant”), and The Macerich Company, a
Maryland corporation (the “Company”). Consultant
and the Company agree as follows:
I.
Engagement
The Company hereby engages
Consultant and Consultant hereby accepts such engagement, upon the
terms and conditions hereinafter set forth, for the Consulting
Term. The “Consulting Term” is the period of time
commencing on the Effective Date and ending on the first to occur
of: (1) August 31, 2013; (2) the date of
Consultant’s death or disability (defined as a serious and
continuing medical condition which prevents Consultant from
performing or substantially performing as a consultant under this
Agreement for a minimum of sixty (60) days, such as a heart attack
or stroke); (3) Consultant’s written notice to the
Company that he elects to terminate the Consulting Term for any
reason; or (4) the date that Consultant materially breaches
one of his obligations or agreements under this Consulting
Agreement, provided, however, that if the purported breach is a
breach of Consultant’s obligations under Section II.A or
II.C, Consultant shall be given written notice of the alleged
breach and a thirty (30) day opportunity to cure the alleged
breach to the extent a cure is reasonably possible in the
circumstances and provided, further, that if the purported breach
is the first breach of Consultant’s obligations under
Section VI, Consultant shall be given written notice of the
alleged breach and an opportunity to cure the alleged breach, which
cure may be reasonably specified (both as to time, manner and
content) by the Company. The notice and opportunity to cure
specified in subparagraph (4) shall not be required for any
breach of Consultant’s obligations under Section VI
after the first such breach, regardless of whether a prior breach
was cured.
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II.
Service
A.
Performance
Consultant shall perform consulting
services as requested by the Company with reasonable notice as to
matters with which Consultant is familiar or about which Consultant
has acquired knowledge, expertise, or experience. The Company
is not obligated to call upon Consultant to provide any services or
any minimum level of services. In no event shall Consultant
be required to perform services to the Company on more than 3 days
in any one month or at a location outside of Southern
California.
B.
Nature of Consulting
Services
Only the Company’s Chief
Executive Officer or President may request that Consultant provide
consulting services to the Company pursuant to this Consulting
Agreement. Consultant shall report the results of his
consulting services to the Company’s Chief Executive Officer
or President. Except (i) as may expressly be authorized
by the Chief Executive Officer or the President of the Company, and
(ii) for such contact (if any) as may reasonably be authorized
by the Company’s Board of Directors (“Board”) and
arranged through the Chief Executive Officer for Consultant to
fulfill his obligations as a member of the Board, and
(iii) for contact (if any) with the Company’s Board of
Directors and/or employees at the level of Senior Executive Vice
President or higher (in each case under this clause (iii), only if
such contact occurs while Consultant is a director of the Company),
Consultant shall not have any business contact with any other
officer or employee of the Company or its affiliates.
C.
Competent Service
Consultant agrees to honestly and
faithfully conduct himself at all times during the performance of
consulting services for the Company. Consultant agrees to
perform his services in a diligent and competent manner.
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III.
Compensation
In consideration for the services to
be provided by Consultant, the Company will pay Consultant a
Consulting Fee of FORTY ONE THOUSAND ONE HUNDRED SIXTY SIX DOLLARS
AND SIXTY SEVEN CENTS ($41,166.67) each month (the
“Consulting Fee”). The first Consulting Fee shall
be paid to Consultant for September 2008. The Consulting
Fee shall continue after September 2008 and will be paid for
each month in the Consulting Term through and including the month
in which the Consulting Term ends, whether or not Consultant is
called upon to perform services during that month. Except as
expressly provided in Section IV in the event of
Consultant’s death or disability (as such term is defined in
Section I) during the Consulting Term, no Consulting Fee shall
be payable with respect to any month following the month in which
the Consulting Term ends. The Consulting Fee for a particular
month shall be paid not later than fifteen days following that
month. The Company shall have no obligation to pay or
reimburse any expenses incurred by Consultant in performing the
services.
IV.
Termination
Upon termination or expiration of
the Consulting Term pursuant to Section I, this Agreement
shall terminate without further obligations to or by the Consultant
under this Agreement, other than for payment of Consultant’s
Consulting Fee through the month in which the Consulting Term ends
(to the extent not theretofore paid); provided that if the
Consulting Term ends due to Consultant’s death or disability
(as defined in Section I), the Company shall continue to pay
the Consulting Fee to Consultant (or Consultant’s estate, in
the event of Consultant’s death) through August 31, 2013
as though the Consulting Term had not ended upon Consultant’s
death or disabili
