Exhibit 10.6.3
AMENDMENT NUMBER 1
TO
THE MACERICH COMPANY
2005 DEFERRED COMPENSATION PLAN
FOR SENIOR EXECUTIVES
WHEREAS , The Macerich Company (the
“Company”) has established and maintains The Macerich
Company 2005 Deferred Compensation Plan for Senior Executives (the
“Plan”) to provide supplemental retirement income
benefits through deferrals of salary and bonuses for certain Senior
Executives (as defined in the Plan); and
WHEREAS , the Plan is intended to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986 (the “Code”), and Section 10.4 of the Plan
provides for the amendment of the Plan to ensure such compliance
and to add provisions that so comply; and
WHEREAS , Treasury Regulations and Internal Revenue
Service guidance promulgated since the adoption of the Plan
necessitate and allow certain amendments to the Plan in order to
maintain compliance with Section 409A of the Code;
and
WHEREAS , the Company has determined that it is
appropriate and desirable to amend the Plan in a manner that
complies with such regulations and guidance.
NOW, THEREFORE
, the Plan is hereby amended as set
forth below, effective January 1, 2009, or such other date or
dates as may be specified below.
ARTICLE I
TITLE AND DEFINITIONS
1.
Section 1.2 of the Plan is
amended by changing the definition of “Company Matching
Amount” to read as follows:
“Company Matching
Amount” shall mean an amount equal to a percentage,
determined by the Company in its sole discretion no later than the
December 31 immediately preceding a Plan Year, of the amount
of Compensation deferred under the Plan for the Plan
Year.
ARTICLE III
DEFERRAL ELECTIONS
2.
Section 3.1(a) of the Plan
is amended in its entirety, effective from the inception of the
Plan, to read as follows:
(a)
Elections to Defer . Each Eligible Employee may elect
to defer Compensation for any Plan Year by filing with the
Committee an election that conforms to the requirements of this
Section 3.1, on a form provided by the Committee, no later
than the December 15 immediately preceding such Plan Year (or
such later date that the Committee determines, but in no event
later than December 31) in which the
