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FORM OF THE TAUBMAN
COMPANY
LONG-TERM PERFORMANCE
COMPENSATION PLAN
AMENDMENT
AGREEMENT
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Participant
Name:
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(the
“Participant”)
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Pursuant to
Section 7.1 of The Taubman Company Long-Term Performance
Compensation Plan (the “Plan”), The Taubman Company LLC
(the “Company”) and the Participant amend Plan as
follows for compliance with Section 409A of the Internal Revenue
Code of 1986, amended (“Code Section
409A”). The amendment set forth in this
document constitutes the “Agreement” and is effective
immediately.
1. Section
2.8A of the Plan is amended to read as follows:
“
2.8A Notwithstanding the
above, for any 409A Award, ‘ Change of Control Event
’ 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 than A. Alfred Taubman or any of his immediate family members
or lineal descendents, any heir of the foregoing, any trust for the
benefit of any of the foregoing, any private charitable foundation,
or any partnership, limited liability company, or corporation owned
or controlled by some or all of the foregoing, of ownership of more
than 50% of the total fair market value or total voting power of
the outstanding voting capital stock of TCO.”
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