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THIRD AMENDMENT TO THE
THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP
1992 INCENTIVE OPTION PLAN
(As Amended and Restated Effective as of
September 30, 1997)
WHEREAS , THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP (the “Company”) has
adopted and maintains The Taubman Realty Group Limited Partnership
1992 Incentive Option Plan, as most recently amended and restated
effective as of September 30, 1997, and as thereafter
amended from time to time (the “Plan”); and
WHEREAS , pursuant to
Section 8.1 of the Plan, the Compensation Committee of the
Board of Directors of Taubman Centers, Inc. (the
“Compensation Committee”) has the authority to amend
the Plan; and
WHEREAS , the
Compensation Committee desires to amend the Plan to allow the
Compensation Committee, in its discretion: (1) to determine the
vesting and exercise schedule of each Incentive Option under the
Plan and (2) to extend the exercise period of an Incentive Option
following an employee’s termination of employment.
NOW, THEREFORE , the
Plan is hereby amended, effective as of March 1, 2005, as
follows:
1. The
introductory paragraph of Section 7.3 of the Plan is hereby
amended to read as follows:
“ 7.3
Conditions for Exercise (Vesting).
Except as otherwise provided in this
Section 7.3 or in case of the death, Disability or Retirement
of an Optionee while an Employee, and subject to the provisions of
Sections 7.6, 8.3, and 8.4, the Compensation
Committee shall determine, in its discretion, at the Date of Grant
the time at which an Incentive Option becomes exercisable (
i.e. “vests”), which such time shall be included as one
of the terms of the Option Agreement.”
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2.
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Subsection 7.3(a) of the Plan is hereby amended
to read as follows:
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“(a) Subject to
paragraph (d) of this Section 7.3, each Incentive Option
granted under the Plan prior to March 1, 2005 (other than
a Special Incentive Option) shall becom
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