THE TAUBMAN COMPANY
LLC
2008 OMNIBUS LONG-TERM INCENTIVE
PLAN
RESTRICTED AND PERFORMANCE SHARE
UNIT AWARD AGREEMENT
Vesting Date:
[
] (or, if earlier, the
“Vesting Date” defined inparagraph 4 of this Award
Agreement)
THIS AWARD
AGREEMENT, dated as of this
[ ]
day of
[ ], 200__,
is entered into by and between THE TAUBMAN COMPANY LLC, a
Delaware limited liability company (the “Company”), and
[ ] (the
“Participant”). Capitalized terms have the
meaning defined herein or as defined in the Plan, as
applicable.
1.
Incorporation of Plan . This Award is granted as
of
[ ],
pursuant to and subject to all of the terms and conditions of The
Taubman Company LLC 2008 Omnibus Long-Term Incentive Plan, as
effective May 29, 2008, and as may be amended from time to time
(the “Plan”), the provisions of which are incorporated
in full by reference into this Award Agreement, which means that
this Award Agreement is limited by and subject to the express terms
of the Plan. A copy of the Plan is on file in the office
of the Company. If there is any conflict between the
provisions of this Award Agreement and the Plan, the Plan will
control.
2.
RSU Award . The Company hereby grants the
Participant an Award of
[ ] Restricted Share
Units (“RSUs”). Each RSU represents the
right to receive, upon vesting and the satisfaction of any required
tax withholding obligation, one share of common stock, par value
$0.01, of Taubman Centers, Inc. (“TCO”)
(“Common Stock”).
3.
PSU Award . The Company hereby grants the
Participant an Award of
[ ] Performance
Share Units (“PSUs”) subject to any adjustment upon
vesting provided below. Each PSU represents the right to
receive, upon vesting and the satisfaction of any required tax
withholding obligation, one share of Common Stock, subject to
adjustment as provided elsewhere in this Award
Agreement. The actual number of the PSUs in which a
Participant may ultimately vest shall be determined according to
the rules specified in the Addendum to this Award
Agreement.
4.
Vesting Date . “Vesting Date” means
the date that is the earlier of (a) the calendar date determined by
the Compensation Committee and that is specified above or (b) the
death, Retirement or Disability of the Participant, or occurrence
of a Change in Control, provided that, in each case ((a) and (b)),
the Participant is in Service on such date.
5.
Conversion of RSUs and PSUs, and Issuance of Shares
. As soon as practicable after the vesting of this
Award, TCO will issue and transfer to the Company one share of
Common Stock for (a) each RSU granted under this Award, and (b)
each PSU granted and vested under this Award as determined
according to paragraph 3 above and the Addendum to this Award
Agreement. The Company will transfer the shares of
Common Stock to the Participant upon satisfaction of any required
tax withholding obligation. No fractional shares will be
issued.
6.
Forfeiture in the Event of a Termination of Service Due to
Lay-off in Connection With a Reduction-in-Force
. The provisions of Section 10.6 of the Plan providing
for the full vesting of the unvested portion of the Award in the
event the Participant’s Service terminates due to lay-off in
connection with a reduction in force does not apply to the Award
granted under this Award Agreement. Instead, in the
event the Participant’s Service terminates due to a lay-off
in connection with a reduction in force, the unvested portion of
the Award will automatically and immediately terminate and be
forfeited by the Participant, and the vested portion of the Award
will continue in effect according to terms of this Award
Agreement.
7.
Tax Withholding Obligation . The Company will
determine, in its discretion, which of the following two methods
will be used to satisfy the statutory minimum tax withholding
obligations in connection with the Payment of this
Award: (a) withholding from payment to the
Participant sufficient cash and/or shares of Common Stock issuable
under the Award having a fair market value sufficient to satisfy
the withholding obligation; or (b) payment by the Participant
to the Company the withholding amount by wire transfer, certified
check, or other means acceptable to the Company, or by additional
payroll withholding in the event the Participant fails to pay the
withholding amount. To the extent that the value of any
whole shares of Common Stock withheld exceeds applicable tax
withholding obligations, the Company agrees to pay the excess in
cash to the Participant through payroll or by check as soon as
practicable.
8.
Rights of Participant . This Award does not
entitle the Participant to any ownership interest in any actual
shares of Common Stock unless and until such shares are issued to
the Participant pursuant to the terms of the Plan. Since
no property is transferred until the shares are issued, the
Participant acknowledges and agrees that the Participant cannot and
will not attempt to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include the fair
market value of the RSUs and PSUs in the Participant’s gross
income for the taxable year of the grant of the Award.
9.
Beneficiary/Beneficiaries . Each Participant may,
at any time, subject to the provisions of Section 10.2 of the Plan,
designate a Beneficiary or Beneficiaries to whom payment under this
Plan will be made in the event of such Participant’s
death. Beneficiary Designation forms are available from
Human Resources.
10.
Registration . TCO currently has an effective
registration statement on file with the Securities and Exchange
Commission with respect to the shares of Common Stock subject to
this Award. TCO intends to maintain this registration
but has no obligation to do so. If the registration
ceases to be effective, the Participant will not be able to
transfer or sell shares issued pursuant to this Award unless
exemptions from registration under applicable securities laws are
available. Such exemptions from registration are very
limited and might be unavailable. The Participant
agrees that any resale by him or her of the shares of Common Stock
issued pursuant to this Award will comply in all respects with the
requirements of all applicable securities laws, rules, and
regulations (including, without limitation, the provisions of the
Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, and the respective rules and
regulations promulgated thereunder) and any other law, rule, or
regulation applicable thereto, as such laws, rules, and regulations
may be amended from time to time. TCO will not be obligated to
either issue the shares or permit the resale of any shares if such
issuance or resale would violate any such requirements.
11.
Acknowledgment of Participant . The Participant
accepts and agrees to the terms of the Award as described in this
Award Agreement and in the Plan, acknowledges receipt of a copy of
this Award Agreement, the Plan, and any applicable summary of the
Plan, and acknowledges that he or she has read all these documents
carefully and understands their contents.
a.
Participant is Unsecured General Creditor . The
Participant and the Participant’s Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights,
interest, or claims in any specific property or assets of the
Company, TRG, TCO, nor of any entity for which the Company or any
affiliate of the Company provides services. Assets of
the Company or such other entities shall not be held under any
trust for the benefit of the Participant or the Participant’s
Beneficiaries, heirs, successors, or assigns, or held in any way as
collateral security for the fulfilling of the obligations of the
Company under this Award Agreement and the Plan. Any and
all of the Company’s and such other entities’ assets
shall be, and remain, the general unrestricted assets of the
Company or such other entities. The Company’s sole
obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay the Participant in the
future, subject to the conditions and provisions of this Award
Agreement and the Plan.
b.
Nonassignability . The Participant’s rights
and interests under the Plan may not be assigned or transferred
other than by will or the laws of descent and distribution, and,
during the Participant’s lifetime, only the Participant
personally, or, in the event of the Participant’s legal
incapacity or incompetence, the Participant’s guardian or
other legal representative, may exercise
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