EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the day of
, 199_, between The Macerich Company, a Maryland corporation
(the "Corporation") and (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to The Macerich Company 1994
Stock Incentive Plan (the "Plan"), the Corporation has granted to
the Employee effective as of the day of , 199__
(the "Award Date") an option to purchase all or any part of
authorized but unissued shares of Common Stock, $.01 par value,
of the Corporation upon the terms and conditions set forth herein
and in the Plan.
NOW, THEREFORE, in consideration of the mutual
promises and covenants made herein and the mutual benefits to be
derived herefrom, the parties agree as follows:
1. Defined Terms. Capitalized terms used
herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.
2. Grant of Option. This Agreement
evidences the Corporation's grant to the Employee of the right
and option to purchase, on the terms and conditions set forth
herein and in the Plan, all or any part of an aggregate
of shares of the Common Stock at the price of $ per
share (the "Option"), exercisable from time to time, subject to
the provisions of this Agreement and the Plan, prior to the close
of business on the day before the tenth anniversary of the Award
Date (the "Expiration Date"). Such price equals the Fair Market
Value of the Corporation's Common Stock as of the Award Date.
3. Exercisability of Option. Except as
earlier permitted by or pursuant to the Plan or by resolution of
the Committee adopted after the date hereof, no shares may be
purchased by exercise of the Option until the expiration of six
months after the Award Date. The Option may be exercised in
installments as to one-third of the aggregate number of shares
set forth in Section 2 hereof (subject to adjustment) on and
after the first anniversary of the Award Date and as to an
additional one-third of such aggregate number of such shares
(subject to adjustment) on each of the second and third
anniversaries of the Award Date.
To the extent the Employee does not in any year
purchase all or any part of the shares to which the Employee is
entitled, the Employee has the right cumulatively thereafter to
purchase any shares not so purchased and such right shall
continue until the option terminates or expires. 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 available
for purchase under the Option.
4. Limitation on Exercise of Option. In the
event the Employee is granted incentive stock options (whether
under this Award Agreement or any other incentive stock option
agreement) and the aggregate fair market value (determined as of
the respective dates of grant of such options) of the Common
Stock with respect to which such options are first exercisable in
any calendar year exceeds $100,000, the most recently granted
options shall be treated as nonqualified stock options to the
extent of the excess. In addition, in the case of simultaneously
granted options, the Corporation may, in the manner and to the
extent permitted by law, designate which shares are to be treated
as stock acquired pursuant to the exercise of an incentive stock
option.
5. Method of Exercise of Option. The Option
shall be exercisable by the delivery to the Corporation of a
written notice stating the number of shares to be purchased
pursuant to the Option and accompanied by payment made in
accordance with and in a form permitted in Section 2.2(b) of the
Plan for the full purchase price of the shares to be purchased,
subject to such further limitations and rules or procedures as
the Committee may from time to time establish as to any non-cash
payment and as to the tax withholding requirements of Section 6.5
of the Plan. Shares delivered in payment of the exercise price
must have been owned by Employee for at least six months prior to
the exercise. In addition, the Employee (or the Employee's
Beneficiary or Personal Representative) shall furnish any written
statements required pursuant to Section 6.4 of the Plan.
6. Effect of Termination of Employment or
Death; Change in Subsidiary Status. The Option and all other
rights hereunder, to the extent not exercised, shall terminate
and become null and void at such time as the Employee ceases to
be employed by either the Corporation or any Subsidiary, except
that
(a) if the Employee terminates by
reason other than by death, Disability or cause, or by
reason of a Subsidiary ceasing to be a Subsidiary, the
Employee may at any time within a period of three
months after the date of Termination of Employment
exercise the Option to the extent the Option was
exercisable at such date;
(b) if the Employee terminates by
reason of a Disability, or if the Employee suffers a
Disability within three months of a Termination of
Employment under subsection (a) above, then the Employee
or the Employee's Personal Representative, as the case
may be, shall have twelve months after the date of
Disability (or, if earlier, Termination of Employment) to
exercise the Option to the extent that it was exercisable
on such date;
(c) if the Employee dies prior to a
Termination of Employment, or within three months after
a Termination of Employment under subsection (a) or (b)
above, then the Employee's Beneficiary may exercise, at
any time within twelve months after the Employee's
Termination of Employment, the Option to the extent
that it was exercisable on the date of the Employee's
Termination of Employment;
provided, however, that in no event may the Option be exercised
by anyone under this Section or otherwise after the Expiration
Date.
7. Termination of Option Under Certain
Events. As permitted by Section 6.2(b) of the Plan, the
Committee retains the right to terminate the Option to the extent
not previously exercised upon an event or transaction which the
Corporation does not survive.
8. Limitation on Exercise of Option. The
Employee may not receive Common Stock upon exercise of the Option
to the extent that it will cause the Employee to Beneficially or
Constructively Own Equity Shares in excess of the Ownership
Limit. In the event that the Employee exercises any portion of
this Option which upon delivery of the Common Stock would cause
the Employee to Beneficially or Constructively Own Equity Shares
in excess of the Ownership Limit, the Corporation has the right
to deliver to the Employee, in lieu of Common Stock, a check or
cash in the amount equal to the Fair Market Value of the Common
Stock otherwise deliverable on the date of exercise (minus any
amounts withheld pursuant to Section 6.5 of the Plan).
9. Non-Transferability of Option. The
Option and any other rights of the Employee under this Agreement
or the Plan are nontransferable as provided in Section 1.9 of the
Plan.
10. Notices. Any notice to be given under
the terms of this Agreement shall be in writing and addressed to
the Corporation at its principal office located at 233 Wilshire
Boulevard, Suite 700, Santa Monica, California 90401, to the
attention of the Corporate Secretary and to the Employee at the
address given beneath the Employee's signature hereto, or at such
other address as either party may hereafter designate in writing
to the other.
11. Plan. The Option and all rights of the
Employee thereunder are subject to, and the Employee agrees to be
bound by, all of the terms and conditions of the provisions of
the Plan, incorporated herein by this reference, to the extent
such provisions are applicable to options granted to Eligible
Employees. The Employee acknowledges receipt of a copy of the
Plan, which is made a part hereof by this reference, and agrees
to be bound by the terms thereof. Unless otherwise expressly
provided in other Sections of this Agreement, provisions of the
Plan that confer discretionary authority on the Committee do not
(and shall not be deemed to) create any rights in the Employee
unless such rights are expressly set forth herein or are
otherwise in the sole discretion of the Committee so conferred by
appropriate action of the Committee under the Plan after the date
hereof.
12. Notice of Disposition. The Employee
agrees to notify the Corporation of any sale or other disposition
of any shares of Common Stock received upon exercise of the
option, if such sale or disposition occurs within two years after
the Award Date or within one year after the date of such
exercise.
IN WITNESS WHEREOF, the Corporation has caused
this Agreement to be executed on its behalf by a duly authorized
officer and the Employee has hereunto set his or her hand.
THE CORPORATION
The Macerich Company
a Maryland corporation
By
Richard A. Bayer
Secretary
EMPLOYEE
CONSENT OF SPOUSE
In consideration of the execution of the
foregoing Incentive and Nonqualified Stock Option Agreement by
The Macerich Company, I, , the spouse of the
Employee herein named, do hereby join with my spouse in executing
the foregoing Incentive and Nonqualified Stock Option Agreement
and do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
Date of Execution: ________ __, 199__