Exhibit 10.30
FORM OF EMPLOYEE STOCK
OPTION AGREEMENT
THE MACERICH COMPANY
EMPLOYEE STOCK OPTION AGREEMENT
2003 EQUITY INCENTIVE PLAN
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Optionee:
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Award Date:
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Exercise Price per Share(1):
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Number of Shares(1):
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Expiration Date(2):
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NQSO or ISO(1):
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Vesting Schedule(1),(2):
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[100% of the shares on the [third] anniversary
of the Award Date]
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THIS AGREEMENT
is among THE MACERICH COMPANY
, a Maryland corporation (the “Corporation”), THE
MACERICH PARTNERSHIP, L.P. , a Delaware limited partnership
(the “Operating Partnership”), and is granted pursuant
to and subject to The Macerich Company 2003 Equity Incentive Plan
(the “Plan”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning assigned by the
Plan.
If the Corporation has designated
the Option as an ISO above, the Corporation intends that the Option
will be treated as an Incentive Stock Option within the meaning of
Section 422 of the Code (an “ISO”) to the maximum
extent permissible under all of the ISO rules and
restrictions. Any shares acquired upon exercise of the Option
without compliance with all applicable ISO rules will be
treated as acquired upon exercise of a Nonqualified Stock Option (a
“NQSO”). If the Corporation has designated the
Option as a NQSO above, the Corporation intends that the Option
will be treated in its entirety as a NQSO and not as an
ISO.
WHEREAS , pursuant to the Plan, the Corporation has
granted to the Optionee with reference to services rendered and to
be rendered to the Company, effective as of the Award Date, an
Option upon the terms and conditions set forth herein and in the
Plan.
NOW THEREFORE,
in consideration of services
rendered and to be rendered prior to exercise by the Optionee and
the mutual promises made herein and the mutual benefits to be
derived therefrom, the parties agree as follows:
(1) Subject to adjustment under
Section 6.2 of the Plan.
(2) Subject to early termination if the
Optionee’s employment terminates or in certain other
circumstances. See Sections 4 through 9 of this Agreement and
Sections 1.6, 2.6, 6.2, 6.3 and 6.4 of the Plan for exceptions and
additional details regarding possible adjustments, acceleration of
vesting and/or early termination of the Option.
2003 Employee Stock Option Agreement
1.
Exercisability of Option
. The
Option shall vest and become exercisable during its term [in
percentage installments of] [for] the aggregate number of shares of
Common Stock of the Corporation in accordance with the Vesting
Schedule as set forth above and with and subject to the applicable
provisions of the Plan and this Agreement. The Option may be
exercised only to the extent the Option is exercisable and vested,
and, subject to Section 1.8 of the Plan, during the
Optionee’s lifetime, only by the Optionee. In no event
may the Optionee exercise the Option after the Expiration Date as
provided above.
(a)
Cumulative
Exercisability . To the extent the
Optionee does not at the time of a particular exercise purchase all
the shares that the Optionee may then exercise, the Optionee has
the right cumulatively thereafter to purchase any of such shares
not so purchased until the Option terminates or
expires.
(b)
No Fractional Shares; Minimum
Exercise . Fractional share
interests shall be disregarded, but may be cumulated. No
fewer than 100 shares may be purchased at any one time, unless the
number purchased is the total number at the time exercisable under
the Option.
2.
Exercise of Option
. To the
extent vested and exercisable, the Option may be exercised by the
delivery to the Corporation of a written exercise notice stating
the number of shares to be purchased pursuant to the Option
accompanied by payment of the aggregate Exercise Price of the
shares to be purchased and the payment or provision for any
applicable employment or other taxes or withholding for taxes
thereon. Subject to Section 6.4 of the Plan, the Option
shall be deemed to be exercised upon receipt and approval by the
Corporation of such written exercise notice accompanied by the
aggregate Exercise Price and any other payments so required, as
permitted pursuant to Section 3.
3.
Method of Payment of
Option . Payment of the aggregate
Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee:
(a)
in cash or by electronic funds transfer, or by check payable to the
order of the Corporation, in the full amount of the purchase price
of the shares and the amount (if any) required to satisfy any
applicable withholding taxes; or
(b)
by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the
Corporation the amount of sales proceeds necessary to pay the
aggregate Exercise Price and, unless otherwise allowed by the
Committee, any applicable tax withholding, subject to compliance
with applicable law and cashless exercise procedures approved by
the Corporation; or
(c)
by delivery of shares of Common Stock that have been held by the
Optionee for at least six months, in accordance with
Section 2.2(b) of the Plan, subject to compliance with
applicable law.
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Other payment methods may be
permitted only if expressly authorized by the Committee with
respect to the Option or all options under and consistent with the
terms of the Plan.
4.
Continuance of Employment
Required . Except as otherwise
provided in Section 6, the vesting schedule requires continued
service through each applicable vesting date as a condition to the
vesting of the applicable installment and rights and benefits under
this Agreement. Partial service, even if substantial, during
any vesting period will not entitle the Optionee to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
service as provided in Section 5 or 8 below or under the
Plan.
5.
Effect of Termination of Employment
on Exercise Period . If the
Optionee’s employment by either the Corporation or any
subsidiary terminates, the Option and all other rights and benefits
under this Agreement terminate, except that the Optionee may, at
any time within the applicable period below after the Severance
Date, exercise the Option to the extent the Option was exercisable
on the Severance Date and has not otherwise expired or
terminated:
(a)
If the Optionee’s employment terminates for any reason other
than Total Disability or death, Retirement or for Cause, the
Optionee shall have three months after the Severance Date to
exercise the Option to the extent the Option was exercisable on the
Severance Date.
(b)
If the Optionee’s employment terminates as a result of Total
Disability or death, the Optionee (or the Optionee’s Personal
Representative or Beneficiary, as the case may be) shall have 12
months after the Severance Date to exercise the Option to the
extent the Option was exercisable on the Severance
Date.
(c)
If the Optionee’s employment terminates as a result of
Retirement, the Optionee (or the Optionee’s Personal
Representative or Beneficiary, as the case may be) shall have 12
months after the Severance Date to exercise the Option to the
extent the Option was exercisable on the Severance Date (provided
that, with respect to an ISO, after three months the Option will no
longer be exercisable as an ISO) to the extent the Option was
exercisable on the Severance Date.
(d)
If the Optionee’s employment terminates for Cause, the Option
shall terminate as of the Severance Date.
Notwithstanding the foregoing exercise periods
after the Severance Date, to the extent the Option was otherwise an
ISO, the Option will qualify as an ISO only if it is exercised
within the applicable exercise periods for ISOs and meets all other
requirements of the Code for ISOs; and, in the case of a Total
Disability that is not a permanent and total disability within the
meaning of Section 22(e)(3) of the Code, only if the
Option is exercised within three months of the Severance
Date. If the Option is not exercised within the applicable
exercise periods or does not meet such other requirements, the
Option will be rendered a NQSO.
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6.
Qualified Termination Upon or
Following Change in Control Event.
[Subject to Section 20,] If the
Optionee upon or not later than 12 months following a Change in
Control Event has a Qualified Termination (as defined in
Section 7.1(gg) of the Plan) or terminates his or her
employment for Good Reason, then any portion of the Option that has
not previously vested shall thereupon vest, subject to the
provisions of Sections 6.2(a), 6.2(e), 6.4 and 6.5 of the Plan and
Sections 7, 8 and 12 of this Agreement. As used in this
Agreement, the term “Good Reason” means a termination
of employment by the Optionee for any one or more of the following
reasons, to the extent not remedied by the Company within a
reasonable period of time after receipt by the Company of written
notice from the Optionee specifying in reasonable detail such
occurrence, without the Optionee’s written consent thereto:
(1) an adverse and significant change in the Optionee’s
position, duties, responsibilities or status with the
Company; (2) a change in the
Optionee&rsquo
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