SECOND
AMENDMENT TO 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, a Delaware limited partnership
(including any successor thereto “TRG” or the
“Partnership”) maintains The Taubman Realty Group
Limited Partnership 1992 Incentive Option Plan (as Amended and
Restated Effective as of September 30, 1997) (the
“Plan”); and
WHEREAS,
pursuant to
Section 8.1 of the Plan, TRG has the authority to amend the Plan
and to make such other changes as the Partnership deems advisable;
and
WHEREAS,
TRG desires to
amend the Plan effective as of January 1, 2003 to prohibit the
repricing of Options under the Plan.
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NOW, THEREFORE,
the Plan is hereby amended as
follows:
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1.
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Section 3.1 of the Plan is amended
in its entirety by substituting the following:
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“ 3.1
Administration. The
Plan shall be administered by the Compensation Committee in
accordance with this Article 3. Except as otherwise provided in the
Partnership Agreement or this Plan, and the Compensation Committee
shall have the sole discretionary authority (i) to select the
Employees who are to be granted Incentive Options under the Plan,
(ii) to determine the number of Units of Partnership Interest in
TRG to be optioned to an Employee, (iii) to authorize the granting
of Incentive Options, (iv) to interpret the Plan, (v) to establish
and modify administrative rules for the Plan, (vi) to impose such
conditions and restrictions on Incentive Options as it determines
appropriate, (vii) to execute Option Agreements, and (viii) to take
any other actions in connection with the Plan and the Incentive
Options and to make all determinations under the Plan as it may
deem necessary or advisable.
It is anticipated
that the Compensation Committee will act upon a recommendation from
the Manager in exercising the discretion granted to the
Compensation Committee under the Plan. Action taken or not taken by
the Compensation Committee on one or more occasions shall be
without obligation to take or not take such action on any other
occasion(s).
The Compensation
Committee may, subject to the provisions of the Partnership
Agreement, delegate to one or more Persons any of its powers, other
than its power to authorize the granting of Incentive Options,
hereinbefore, hereinafter, or pursuant to the Partnership Agreement
provided or conferred, or designate one or more Persons to do or
perform those matters to be done or performed by the Compensation
Committee, including administration of the Plan. Any Person or
Persons delegated or designated by the Compensation Committee shall
be subject to the same obligations and requirements imposed on the
Compensation Committee and its members under the Plan and the
Partnership Agreement.
Notwithstanding
the foregoing provisions of this Section
