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THE MACERICH COMPANY 2005 DEFERRED COMPENSATION PLAN FOR SENIOR EXECUTIVES

Deferred Unit Award Agreement

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MACERICH CO

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Title: THE MACERICH COMPANY 2005 DEFERRED COMPENSATION PLAN FOR SENIOR EXECUTIVES
Date: 11/18/2004
Industry: REOPER     Sector: SERVIC

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Exhibit 4

Exhibit 4.1

 

THE MACERICH COMPANY

 

2005 DEFERRED COMPENSATION PLAN

 

FOR SENIOR EXECUTIVES

(Effective January 1, 2005)

 



 

TABLE OF CONTENTS

 

ARTICLE I

TITLE AND DEFINITIONS

 

 

 

 

1.1

Title

 

 

 

 

1.2

Definitions

 

 

 

 

ARTICLE II

PARTICIPATION

 

 

 

 

2.1

Participation

 

 

 

 

ARTICLE III

DEFERRAL ELECTIONS

 

 

 

 

3.1

Elections to Defer Compensation

 

 

 

 

3.2

Investment Elections

 

 

 

 

ARTICLE IV

PARTICIPANT ACCOUNTS

 

 

 

 

4.1

Deferral Account

 

 

 

 

4.2

Company Matching Account

 

 

 

 

ARTICLE V

VESTING

 

 

 

 

5.1

Deferral Account

 

 

 

 

5.2

Company Matching Account

 

 

 

 

ARTICLE VI

DISTRIBUTIONS

 

 

 

 

6.1

Time and Form of Distribution

 

 

 

 

6.2

Small Benefits

 

 

 

 

6.3

Change in Election of Time and Form of Distribution

 

 

 

 

ARTICLE VII

HARDSHIP DISTRIBUTIONS

 

 

 

 

7.1

Hardship Distribution

 

 

 

 

ARTICLE VIII

LIFE INSURANCE FOR ELIGIBLE EMPLOYEES

 

 

 

 

8.1

Life Insurance Coverage

 

 

 

 

ARTICLE IX

ADMINISTRATION

 

 

 

 

9.1

Members

 

 

 

 

9.2

Committee Action

 

 



 

9.3

Powers and Duties of the Committee

 

 

 

 

9.4

Construction and Interpretation

 

 

 

 

9.5

Information

 

 

 

 

9.6

Compensation, Expenses and Indemnity

 

 

 

 

9.7

Quarterly Statements

 

 

 

 

ARTICLE X

MISCELLANEOUS

 

 

 

 

10.1

Unsecured General Creditor

 

 

 

 

10.2

Restriction Against Assignment

 

 

 

 

10.3

Withholding

 

 

 

 

10.4

Amendment, Modification, Suspension or Termination

 

 

 

 

10.5

Governing Law

 

 

 

 

10.6

Receipt or Release

 

 

 

 

10.7

Payments on Behalf of Persons under Incapacity

 

 

 

 

10.8

Headings, etc. Not Part of Agreement

 

 

 

 

10.9

Limitation on Participants’ Rights

 

 

 

 

ARTICLE XI

CLAIMS PROCEDURE

 

 

 

 

11.1

Claims Procedure

 

 



 

THE MACERICH COMPANY

 

2005 DEFERRED COMPENSATION PLAN

 

FOR SENIOR EXECUTIVES

 

(Effective January 1, 2005)

 

The Macerich Company (the “Company”) hereby establishes this deferred compensation plan (the “Plan”), effective January 1, 2005, to provide supplemental retirement income benefits through deferrals of salary and bonuses.

 

ARTICLE I

TITLE AND DEFINITIONS

 

1.1                                 Title.

 

This Plan shall be known as The Macerich Company 2005 Deferred Compensation Plan for Senior Executives.

 

1.2                                 Definitions.

 

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

 

“Account” or “Accounts” shall mean a Participant’s Deferral Account and/or Company Matching Account.

 

“Beneficiary” means (a) in the case of a Participant who is a participant in the Prior Plan, the beneficiary designated under the Prior Plan by the Participant to receive benefits in the event of the Participant’s death or (b) in the case of a Participant

 



 

who is not a participant in the Prior Plan, the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death.  If there is no valid Beneficiary designation in effect, or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary.  If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary.  In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within 90 days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder.  In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides.  If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall

 

2



 

be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor.

 

“Board of Directors” or “Board” shall mean the Board of Directors of The Macerich Company.

 

“Bonus” shall mean any incentive compensation payable to a Participant in addition to the Participant’s Salary prior to any deferrals under this Plan or any salary reduction contributions to a plan described in Section 401(k) of the Code or Section 125 of the Code.

 

“Code” shall mean the Internal Revenue Code of 1986, as amended.

 

“Committee” shall mean the Committee appointed pursuant to Section 9

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