THE TAUBMAN COMPANY
LLC
2008 OMNIBUS LONG-TERM INCENTIVE
PLAN
OPTION AWARD
AGREEMENT
THIS AWARD
AGREEMENT, dated as of
[ ],
20[ ]
(which date is the “Grant Date”), is entered into by
and between THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a
Delaware limited liability partnership (“TRG”), and
[ ] (the
“Optionee”).
1.
Incorporation of Plan. This Option is
granted as of the date written above 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 (the
“Plan”), the provisions of which are by reference made
a part hereof to the same extent as if set forth in their entirety
herein, and to such other terms and conditions as are hereinafter
stated, all determinations necessary or appropriate to the grant
hereof having been made. A copy of the Plan is on file
in the office of The Taubman Company, LLC (the
“Company”). The Optionee hereby acknowledges
that he or she has received a copy of the Plan.
2. Grant
of Option. Pursuant to the Plan, TRG hereby grants
to the Optionee as of the Grant Date specified above an Option to
purchase any one or more of an aggregate of
[
] TRG Units, subject to adjustment in accordance with Section 17.1
of the Plan. The Option will vest in accordance with the
schedule attached hereto as Exhibit A. The Option
granted under this Award Agreement is a Non-Qualified Option under
the Plan.
3. Option
Price. The price to be paid for each TRG Unit made
the subject of the Option upon the Optionee’s exercise of the
Option or any part thereof shall be the Option Price of $[] per TRG
Unit, which price is the Fair Market Value of a TRG Unit on the
Grant Date.
4.
Exercise of Option. The Option, to the extent
exercisable, may be exercised as provided in the Plan and by
delivering to TRG in care of the Company at the Company’s
principal business office (a) a written notice of
exercise, and such other forms as may be required, in substantially
the form prescribed from time to time by the Committee or its
delegate and (b) except as provided for under (i) Section 12.3 of
the Plan (cashless exercise) in the manner determined by the
Company or (ii) Section 12.4 of the Plan (other forms of payment)
subject to approval by the Committee, full payment in cash of the
Option Price times the total number of TRG Units purchased under
the Option, plus, as provided in paragraph 5 below, payment of any
federal, state, or local income and withholding taxes, all on the
date of exercise. Such notice shall specify the number
of TRG Units with respect to which the Option is being exercised
and shall be signed by the Person exercising the
Option. Any exercise of the Option shall be subject to
the minimum number of TRG Units as provided under Section 8.7 of
the Plan and the Continuing Offer provisions of paragraph 15
below. If the Option is exercised by a Person other than
the Optionee, such notice shall be accompanied by proof,
satisfactory to TRG or the Company of such Person’s right to
exercise the Option.
5. Tax
Withholding Obligation. As permitted under Section
18.3 of the Plan, TRG shall have the right to require the Optionee,
or other Person exercising the Option, to pay on the date of
exercise any federal, state, or local income and withholding taxes
that accrue in connection with the exercise of the Option. TRG
shall have the right to determine (a) the amount of such income and
withholding taxes, and (b) the manner by which such income and
withholding taxes must be paid.
6.
Nontransferability of Option.
(a) The Optionee’s rights and
interests under the Plan and this Award Agreement shall not be
assignable or transferable other than by will or the laws of
descent and distribution, and, during the Optionee’s
lifetime, only the Optionee personally, or, in the event of the
Optionee’s legal incapacity or incompetence, the
Optionee’s guardian or other legal representative, may
exercise the Optionee’s rights under the Plan and this Award
Agreement. An Optionee’s Beneficiary may exercise
the Optionee’s rights to the extent they are exercisable
under the Plan following the death of the Optionee.
(b) Notwithstanding paragraph 6(a)
above, the Optionee may transfer, not for value, all or part of the
Option to any Family Members. A “not for
value” transfer is a transfer that is (i) a gift to a trust
for the benefit of the Optionee and/or one or more Family Members,
or (ii) a transfer under a domestic relations order in settlement
of marital property rights. Following a transfer under
this paragraph 6(b), the Option shall continue to be subject to the
same terms and conditions as were applicable immediately prior to
transfer. Subsequent transfer of the transferred Option
is prohibited except in accordance with this paragraph 6(a) or by
will or the laws of descent and distribution. The events
of termination of Service of Section 8.4 of the Plan shall continue
to be applied with respect to the Optionee, following w
