Exhibit 10.7.1
AMENDMENT NUMBER 1
TO
THE MACERICH COMPANY
ELIGIBLE DIRECTORS’ DEFERRED COMPENSATION/PHANTOM STOCK
PLAN
(As Amended and Restated as of January 1, 2005)
WHEREAS , The Macerich Company (the
“Company”) has established and maintains The Macerich
Company Eligible Directors’ Deferred Compensation/Phantom
Stock Plan (As Amended and Restated Effective as of January 1,
2005) (the “Plan”) to permit Eligible Directors (as
defined in the Plan) to defer compensation and link that
compensation to an equity interest in the Company; and
WHEREAS , the Plan, as amended and restated effective
January 1, 2005, is intended to comply with the requirements
of Section 409A of the Internal Revenue Code of 1986 (the
“Code”), and Article VII 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 II
DEFINITIONS
1.
Section 2.6 of the Plan is
amended to read as follows:
2.6
Change in Control
Event
(a)
with respect to the provisions of
Section 5.5A of the Plan set forth in Appendix A, which apply
to the distribution of amounts deferred prior to January 1,
2005 and credited to Prior Cash Accounts, Prior Dividend Equivalent
Cash Accounts, Prior Dividend Equivalent Stock Accounts and Prior
Stock Unit Accounts, shall have the meaning specified for such term
under The Macerich Company Amended and Restated 1994 Incentive
Plan, as amended from time to time; and
(b)
with respect to the provisions of
the Plan that apply to distributions from Current Cash Accounts,
Current Dividend Equivalent Cash Accounts, Current Dividend
Equivalent Stock Accounts and Current Stock Unit Accounts, shall
mean
(1)
the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as
