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For use
with Plan participants who do not elect to use the 401A transition
rule.
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FORM OF TAUBMAN CENTERS, INC.
NON-EMPLOYEE
DIRECTORS’ DEFERRED
COMPENSATION PLAN
AMENDMENT
AGREEMENT
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Participant
Name:
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(the
“Participant”)
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Pursuant to
Section 4.1 of the Taubman Centers, Inc. Non-Employee
Directors’ Deferred Compensation Plan (the
“Plan”), Taubman Centers, Inc. (the
“Company”) and the Participant amend the Plan as
follows for compliance with Section 409A of the Internal Revenue
Code of 1986, amended (“Code Section
409A”). This Amendment Agreement (the
“Amendment” amends the Plan, as it applies to the
Participant and the Company, is effective immediately.
1. Section 1.6 of
the Plan is amended to read as follows:
“
1.6
‘
Change of Control ’ means either:
(a) a
majority of the Board of Directors is replaced during a 12-month
period by directors whose appointment or election was not approved
by a vote of at least a majority of the directors comprising the
Board of Directors on the date immediately preceding the removal or
election; or
(b) the
acquisition by any person or more than one person acting as a group
other
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