Exhibit 10.5.6
Adopted by Board of Directors
October 29, 2003
AMENDMENT #1
TO
THE AMENDED AND RESTATED
CBL & ASSOCIATES PROPERTIES, INC.
STOCK INCENTIVE PLAN
WHEREAS, the CBL & Associates Properties, Inc. 1993 Stock Incentive Plan
was adopted by the Company on October 27, 1993 as amended by Amendment No. 1 on
May 1, 1996, by Amendment No. 2 on May 3, 2000 and by Amendment No. 3 on May 7,
2002 (collectively, the "Initial Plan");
WHEREAS, pursuant to the recommendation of the Board of Directors of the
Company, the Company's stockholders, on May 5, 2003, approved the amendment and
restatement of the Initial Plan on the terms of the Amended and Restated CBL &
Associates Properties, Inc. Stock Incentive Plan (the "Amended and Restated
Plan") and the Initial Plan was thereupon amended and restated on the terms of
the Amended and Restated Plan; and
WHEREAS, the Board of Directors of the Company has deemed it advisable to
amend the Amended and Restated Plan to allow for greater flexibility in the
determination of compensation for Non-Employee Directors, as defined in the
Amended and Restated Plan;
WHEREAS, the Board of Directors has received the advice of counsel that the
amendment of the Amended and Restated Plan on the terms set forth herein should
not be deemed a "material" amendment requiring the approval of the Company's
stockholders.
Pursuant to the determination of the Board of Directors of the Company and
by resolution dated October 29, 2003, the Amended and Restated Plan is amended
by the following provisions:
Section 13 of the Amended and Restated Plan is deleted in its entirety and the
following Section 13 is inserted in lieu thereof:
SECTION 13. Non-Employee Director Stock Options and Non-Employee Director
Shares.
(a) Each director of the Company who is not otherwise an
employee of the Company or any Subsidiary or Affiliate from and after the
effective date of the Plan (a "Non-Employee Director") shall, on each
December 31 during such Non-Employee Director's term, automatically be
granted, either, in the discretion of the Compensation Committee,
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(i) Non-Qualified Stock Options to purchase 500
shares of Common Stock having an exercise price per share
equal to 100% of the Fair Market value of the Common Stock at
the Date of Grant of such Non-Qualified Stock Option or
(ii) Non-Employee Director Shares, as defined below,
in an amount not to exceed 100 shares of Non-Employee Director
Shares per grant per year.
Each such Non-Employee Director, upon joining the Board, shall
also be awarded 500 shares of Common Stock (such initial grant of Common Stock
and shares of Common Stock awarded pursuant to Subsection (ii) of this Section
13 are herein referred to as "Non-Employee Director Shares"). Non-Employee
Director Shares shall be fully vested upon grant, but may not be sold, pledged,
or otherwise transferred in any manner during a Non-Employee Director's term and
for one year thereafter. The Compensation Committee may require that such shares
bear an appropriate legend evidencing such transfer restrictions. The
Compensation Committee may determine to grant the Awards set forth above on
January 1 of a year in lieu of December 31.
(b) An automatic Non-Employee Director Stock Option or
award of additional Non-Employee Director Shares shall be granted
hereunder only if as of each Date of Grant (or, in the case of any initial
grant, from and after the effective date of the Plan) the Non-Employee
Director (i) is not otherwise an employee of the Company or any Subsidiary
or Affiliate, (ii) has not been an employee of the Company or any
Subsidiary or Affiliate for any part of the preceding fiscal year and
(iii) has served on the Board continuously since the commencement of his
term.
(c) Each holder of a Stock Option granted pursuant to
this Section 13 shall also have the rights specified in Section 5(a).
(d) In the event that the number of shares of Common
Stock available for future grant under the Plan is insufficient to make
all automatic grants required to be made on such date, then all
Non-Employee Directors entitled to a grant on such date shall share
ratably in the number of options on shares available for grant under the
Plan and/or shall share ratably in the number of shares available for
grant under the Plan.
(e) Except as expressly provided in this Section 13, any
Stock Option granted hereunder shall be subject to the terms and
conditions of the Plan as if the grant were made pursuant to Section 5(a)
hereof.
(f) Awards granted under this Section 13 shall be subject
to any applicable restrictions set forth in Section 14(a) below.
All other terms and provisions of the Amended and Restated Plan shall remain as
stated therein and this Amendment #1 shall be effective as of October 29, 2003.
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