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Incentive Stock Plan [2003]
Incentive Stock Plan [2003] (67K)
Doc #177389: Click preview link for longer preview.
GENERAL GROWTH PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN(1)
----------
(1) Effective May 7, 2003
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
SECTION 1. PURPOSE; DEFINITIONS...................................................1
(a) "ADMINISTRATOR"............................................................1
(b) "AFFILIATE"................................................................1
(c) "APPLICABLE LAWS...........................................................1
(d) "AWARD"....................................................................1
(e) "AWARD AGREEMENT"..........................................................1
(f) "AWARDED STOCK"............................................................1
(g) "BOARD"....................................................................1
(h) "CAUSE"....................................................................1
(i) "CODE".....................................................................1
(j) "COMMITTEE"................................................................1
(k) "COMMON STOCK".............................................................2
(l) "COMPANY"..................................................................2
(m) "DIRECTOR".................................................................2
(n) "DISABILITY"...............................................................2
(o) "EMPLOYEE".................................................................2
(p) "EXCHANGE ACT".............................................................2
(q) "FAIR MARKET VALUE"........................................................2
(r) "INCENTIVE STOCK OPTION"...................................................2
(t) "NON-QUALIFIED STOCK OPTION"...............................................2
(u) "OFFICER,".................................................................3
(v) "PARTICIPANT"..............................................................3
(w) "PLAN".....................................................................3
(x) "RECIPIENT"................................................................3
(y) "RESTRICTED STOCK".........................................................3
(z) "RESTRICTED STOCK AGREEMENT"...............................................3
(aa) "RETIREMENT"...............................................................3
(bb) "SERVICE PROVIDER".........................................................3
(cc) "SHARE"....................................................................3
(ee) "SUBSIDIARY"...............................................................3
{/Table}
-i-
{Page}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
SECTION 2. STOCK SUBJECT TO THE PLAN..............................................3
SECTION 3. ADMINISTRATION OF THE PLAN.............................................4
(a) ADMINISTRATION.............................................................4
(b) POWERS OF THE COMMITTEE....................................................4
SECTION 4. ELIGIBILITY FOR AWARDS.................................................5
SECTION 5. LIMITATIONS ON OPTIONS.................................................5
SECTION 6. TERM OF OPTION.........................................................5
SECTION 7. OPTION EXERCISE PRICE; VESTING AND CONSIDERATION.......................6
(a) EXERCISE PRICE.............................................................6
(b) WAITING PERIOD AND EXERCISE DATES..........................................6
(c) FORM OF CONSIDERATION......................................................6
SECTION 8. EXERCISE OF OPTION.....................................................7
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER............................7
(b) TERMINATION OF RELATIONSHIP AS EMPLOYEE OR DIRECTOR........................7
(c) DISABILITY OF RECIPIENT....................................................8
(d) DEATH OF RECIPIENT.........................................................9
(e) RETIREMENT OF RECIPIENT....................................................9
(f) CASH OUT PROVISIONS.......................................................10
SECTION 9. RESTRICTED STOCK......................................................10
(a) AWARDS OF RESTRICTED STOCK................................................10
(b) AWARDS AND CERTIFICATES...................................................10
(c) TERMS AND CONDITIONS......................................................11
(d) OTHER PROVISIONS..........................................................12
SECTION 10. DIRECTOR STOCK OPTIONS................................................12
(a) AUTOMATIC AWARD...........................................................12
(b) ELIGIBILITY...............................................................12
(c) INSUFFICIENT SHARES.......................................................12
(d) AMENDMENT.................................................................12
SECTION 11. NON-TRANSFERABILITY OF AWARDS.........................................12
SECTION 12. EFFECT OF CHANGE IN CONTROL...........................................13
{/Table}
-ii-
{Page}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
(a) EFFECT....................................................................13
(b) CHANGE IN CONTROL.........................................................13
SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION............................14
SECTION 14. DATE OF GRANT.........................................................15
SECTION 15. TERM; AMENDMENT AND TERMINATION OF THE PLAN...........................15
(a) AMENDMENT AND TERMINATION.................................................15
(b) STOCKHOLDER APPROVAL......................................................15
(c) EFFECT OF AMENDMENT OR TERMINATION........................................15
SECTION 16. CONDITIONS UPON ISSUANCE OF SHARES....................................16
(a) LEGAL COMPLIANCE..........................................................16
(b) WITHHOLDING OBLIGATIONS...................................................16
(c) INABILITY TO OBTAIN AUTHORITY.............................................16
(d) GRANTS EXCEEDING ALLOTTED SHARES..........................................16
(a) TERM OF PLAN..............................................................16
(b) NO CONTRACT OF EMPLOYMENT.................................................17
(c) SEVERABILITY..............................................................17
(d) GOVERNING LAW.............................................................17
(e) DIVIDENDS.................................................................17
{/Table}
-iii-
{Page}
GENERAL GROWTH PROPERTIES, INC. 2003 INCENTIVE STOCK PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purposes of this Plan are to promote the interests of the Company
(including its Subsidiaries and Affiliates) and its stockholders by using equity
interests in the Company to attract, retain and motivate its Officers, Employees
and Directors and to encourage and reward their contributions to the Company's
performance and profitability.
The following capitalized terms shall have the following respective
meanings when used in this Plan:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 3 of the Plan.
(b) "AFFILIATE" means General Growth Management, Inc. and any other
corporation or other entity controlled by the Company and designated by the
Committee as such.
(c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of plans providing one or more of the types of Awards described
in this Plan and the issuance of Shares thereunder pursuant to U.S. state
corporate laws, U.S. federal and state securities laws, the Code and the
applicable laws of any foreign country or jurisdiction where Options, Stock
Purchase Rights or other Awards are, or will be, granted under the Plan.
(d) "AWARD" includes, without limitation, a Stock Option or Restricted
Stock as described in or granted under the Plan, on a stand alone, combination
or tandem basis, as described in or granted under the Plan.
(e) "AWARD AGREEMENT" means a written agreement between the Company and a
Participant evidencing the terms and conditions of an individual Award grant.
The Award Agreement is subject to the terms and conditions of the Plan.
(f) "AWARDED STOCK" means the Common Stock subject to an Award.
(g) "BOARD" means the Board of Directors of the Company.
(h) "CAUSE" shall mean, unless otherwise determined by the Committee, (i)
the conviction of the Recipient for committing a felony under federal law or the
law of the state in which such action occurred, (ii) dishonesty in the course of
fulfilling the Recipient's employment duties or (iii) willful and deliberate
failure on the part of the Recipient to perform his or her employment duties in
any material respect.
(i) "CODE" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.
(j) "COMMITTEE" means the Committee appointed by the Board in accordance
with Section 3 of the Plan.
{Page}
(k) "COMMON STOCK" means the common stock, par value $.10 per share, of
the Company.
(l) "COMPANY" means General Growth Properties, Inc., a Delaware
corporation.
(m) "DIRECTOR" means a member of the Board.
(n) "DISABILITY" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.
(o) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Subsidiary or Affiliate of the Company. Neither
service as a Director nor payment of a director's fee by the Company, without
more, shall constitute "employment" by the Company. Except as expressly
authorized by Section 10 of the Plan, no grant shall be made to a Director who
is not an Officer or a salaried Employee.
(p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
(q) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(A) If the Common Stock is listed on the New York Stock Exchange
Composite Tape, its Fair Market Value shall be the mean of the highest and
lowest reported sale prices of the stock (or, if no sales were reported, the
average of the closing bid and asked price) on the New York Stock Exchange for
any given day or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on NASDAQ, as
reported in THE WALL STREET JOURNAL or such other source as the Committee deems
reliable;
(B) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on any given day, as reported in THE WALL STREET
JOURNAL or such other source as the Committee deems reliable;
(C) In the absence of an established regular public market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Committee.
(r) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(s) "MATURE SHARES" means any shares held by the Recipient for a minimum
period of 6 months.
(t) "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option.
177389
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General Growth
As referenced in this Incentive Stock Plan [2003]:
GENERAL GROWTH PROPERTIES, –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}a2116360zex-10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
EXHIBIT 10.1
GENERAL GROWTH PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN(1)
----------
(1) Effective May 7, 2003
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
SECTION 1.
_____________
GENERAL GROWTH PROPERTIES, – TERM OF PLAN..............................................................16
(b) NO CONTRACT OF EMPLOYMENT.................................................17
(c) SEVERABILITY..............................................................17
(d) GOVERNING LAW.............................................................17
(e) DIVIDENDS.................................................................17
{/Table}
-iii-
{Page}
GENERAL GROWTH PROPERTIES, INC. 2003 INCENTIVE STOCK PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purposes of this Plan are to promote the interests of the Company
(
_____________
General Growth Properties, – 3 of the Plan.
{Page}
(k) "COMMON STOCK" means the common stock, par value $.10 per share, of
the Company.
(l) "COMPANY" means General Growth Properties, Inc., a Delaware
corporation.
(m) "DIRECTOR" means a member of the Board.
(n) "DISABILITY" means permanent and total disability as determined under
_____________
General Growth Properties, – the rules and regulations promulgated
thereunder.
(v) "PARTICIPANT" means an Employee, Director or Officer who holds an
outstanding Award.
(w) "PLAN" means the General Growth Properties, Inc. 2003 Incentive Stock
Plan.
(x) "RECIPIENT" means an Employee, Director or Officer who holds an
outstanding Award.
(y) "RESTRICTED STOCK" means
_____________
General Growth Properties, – The transferability of this certificate and the shares of Stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the General Growth Properties, Inc. 2003 Incentive
Stock Plan and a Restricted Stock Agreement. Copies of such Plan and
Stock Agreement are on file at the
_____________
dt 113254
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| Full Doc
| 2003 |
Employee Stock Plan
Employee Stock Plan (1K)
Doc #263175: This document is immediately available for purchase, but does not have a preview available for viewing.
263175
|
Post Properties
As referenced in this Employee Stock Plan:
POST PROPERTIES, – 11
{FILENAME}g81254exv10w10.txt
{DESCRIPTION}EX-10.10 AMENDMENT NO. 2 TO EMPLOYEE STOCK PLAN
{TEXT}
{PAGE}
EXHIBIT 10.10
AMENDMENT NO. TWO
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in section 17 of the Post Properties, Inc.
Employee Stock Plan and in
_____________
Post Properties, – PAGE}
EXHIBIT 10.10
AMENDMENT NO. TWO
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in section 17 of the Post Properties, Inc.
Employee Stock Plan and in connection with the approval granted by the
shareholders of Post Properties, Inc., section 3, Shares Reserved
_____________
Post Properties, – reserved in section 17 of the Post Properties, Inc.
Employee Stock Plan and in connection with the approval granted by the
shareholders of Post Properties, Inc., section 3, Shares Reserved Under the
Plan, is hereby amended to delete 1,200,000 from the first sentence thereof and
_____________
Post Properties, – to delete 1,200,000 from the first sentence thereof and
to insert in its place "3,500,000."
This Amendment to the Post Properties, Inc. Employee Stock Plan shall be
effective as of the date that the shareholders of Post Properties, Inc. adopted
the Amendment to
_____________
Post Properties, – 500,000."
This Amendment to the Post Properties, Inc. Employee Stock Plan shall be
effective as of the date that the shareholders of Post Properties, Inc. adopted
the Amendment to the Plan.
POST PROPERTIES, INC.
By: /s/ Sherry W. Cohen
--------------------------
Sherry W. Cohen
Senior Vice President and
_____________
dt 145443
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Employee Stock Plan
Employee Stock Plan (3K)
Doc #263176: Click preview link for longer preview.
263176
|
Post Properties
As referenced in this Employee Stock Plan:
POST PROPERTIES, – 12
{FILENAME}g81254exv10w11.txt
{DESCRIPTION}EX-10.11 AMENDMENT NO. 3 TO EMPLOYEE STOCK PLAN
{TEXT}
{PAGE}
EXHIBIT 10.11
AMENDMENT NO. THREE
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in ss. 17 of the Post Properties, Inc.
Employee Stock Plan, ss. 7.
_____________
Post Properties, – PAGE}
EXHIBIT 10.11
AMENDMENT NO. THREE
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in ss. 17 of the Post Properties, Inc.
Employee Stock Plan, ss. 7.3, Grants to Directors, is hereby amended to delete
ss. 7.3 in its entirety and
_____________
Post Properties, – all NQOs
granted to Directors as well as this ss. 7.3 shall be construed to
effect such intent."
This Amendment to the Post Properties, Inc. Employee Stock Plan shall
be effective as of the date that the Board of Directors of Post Properties, Inc.
adopted the
_____________
Post Properties, – This Amendment to the Post Properties, Inc. Employee Stock Plan shall
be effective as of the date that the Board of Directors of Post Properties, Inc.
adopted the Amendment to the Plan.
POST PROPERTIES, INC.
By: /s/ Sherry Cohen
---------------------------------------
Sherry W. Cohen
Senior Vice President and Secretary
_____________
POST PROPERTIES, – Plan shall
be effective as of the date that the Board of Directors of Post Properties, Inc.
adopted the Amendment to the Plan.
POST PROPERTIES, INC.
By: /s/ Sherry Cohen
---------------------------------------
Sherry W. Cohen
Senior Vice President and Secretary
Date: October 30, 1997
{/TEXT}
{/DOCUMENT}
_____________
dt 145444
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Employee Stock Plan
Employee Stock Plan (1K)
Doc #263177: Click preview link for longer preview.
263177
|
Post Properties
As referenced in this Employee Stock Plan:
POST PROPERTIES, – 13
{FILENAME}g81254exv10w12.txt
{DESCRIPTION}EX-10.12 AMENDMENT NO. 4 TO EMPLOYEE STOCK PLAN
{TEXT}
{PAGE}
EXHIBIT 10.12
AMENDMENT NO. FOUR
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in section 17 of the Post Properties,
Inc. Employee Stock Plan ("Plan"), the
_____________
Post Properties, – PAGE}
EXHIBIT 10.12
AMENDMENT NO. FOUR
POST PROPERTIES, INC.
EMPLOYEE STOCK PLAN
Pursuant to the power reserved in section 17 of the Post Properties,
Inc. Employee Stock Plan ("Plan"), the first sentence of Section 7.1, Committee
Action, is hereby amended to read as follows:
"The
_____________
Post Properties, – 50,000 shares of Stock."
This Amendment to the Plan shall be effective as of the date
that the Board of Directors of Post Properties, Inc. adopted this Amendment to
the Plan.
POST PROPERTIES, INC.
BY: /s/ Sherry W. Cohen
---------------------------------------
TITLE: Senior Vice President and Secretary
------------------------------------
DATE:
_____________
POST PROPERTIES, – Plan shall be effective as of the date
that the Board of Directors of Post Properties, Inc. adopted this Amendment to
the Plan.
POST PROPERTIES, INC.
BY: /s/ Sherry W. Cohen
---------------------------------------
TITLE: Senior Vice President and Secretary
------------------------------------
DATE: October 30, 1997
{/TEXT}
{/DOCUMENT}
_____________
dt 145445
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| 2003 |
Employee Stock Plan [Amended 2003]
Employee Stock Plan [Amended 2003] (47K)
Doc #264718: Click preview link for longer preview.
2003 EMPLOYEE STOCK PLAN
Adopted: March 13, 2003
Approved by Stockholders: May 13, 2003
Amended: August 6, 2003
Termination Date: March 12, 2013
In order to attract and retain the services of qualified individuals for positions of responsibility and to secure for the Company the benefits of the incentives inherent in increased ownership of Common Stock by such individuals, the Company hereby authorizes grants of Stock Options, Stock Appreciation Rights and Restricted Stock to the officers, employees and consultants of the Company and its Subsidiaries. Any capitalized term used herein without definition in the section where first used shall have the meaning ascribed to such term in Section 12.
1.
Administration.
(a)
Delegation to Committee. The Committee will be responsible for administering the Plan. The Committee will have authority to adopt such rules as it may deem appropriate to carry out the purposes of the Plan, and shall have authority to interpret and construe the provisions of the Plan and any agreements and notices under the Plan and to make determinations pursuant to any Plan provision. Each interpretation, determination or other action made or taken by the Committee pursuant to the Plan shall be final and binding on all persons. The Committee shall not be liable for any action or determination made in good faith, and shall be entitled to indemnification and reimbursement in the manner provided in the Companys certificate of incorporation and by-laws as such documents may be amended from time to time. The Committee shall have the full power and authority, subject to the express provisions hereof, (i) to select Participants from the Eligible Individuals and (ii) to make Awards in accordance with the Plan. The Committee shall have, in connection with the administration of the Plan, the powers delegated to it by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Committees authority and responsibility have been delegated to it by the Board. The Board may modify or restrict its delegation of authority to the Committee, reallocate the responsibilities for administering the Plan among one or more persons, including the Board, and/or rescind the delegation to the Committee at any time and revest in itself the administration of the Plan.
(b)
Committee Composition when Common Stock is Publicly Traded. At such time as the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one or more individuals who are not Outside Directors the authority to grant Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Award or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (2) delegate to a committee of one or more individuals who are not Non-Employee Directors the authority to grant Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.
2.
Shares Available. Subject to the provisions of Section 9(b) of the Plan, the maximum number of shares of Common Stock which may be issued under the Plan shall not exceed 1,500,000 shares (the Limit). The shares of Common Stock subject to the Plan may be authorized and unissued shares or reacquired shares, bought on the market or otherwise. For purposes of determining the number of shares that remain available for issuance under the Plan, the following rules shall apply:
(a)
the number of Shares subject to outstanding Awards shall be charged against the Limit; and
(b)
the Limit shall be increased by:
(i)
the number of shares subject to an Award (or portion thereof), which lapses, expires or is otherwise terminated without the issuance of such shares or is settled by the delivery of consideration other than shares,
(ii)
the number of shares subject to an Award (or portion thereof) which is reacquired or repurchased at cost by the Company prior to vesting;
(iii)
the number of shares tendered to pay the exercise price of a Stock Option or other Award, and
(iv)
the number of shares withheld from any Award or contributed by a Participant to satisfy a Participants tax withholding obligations.
3.
Eligible Individuals.
(a)
Eligibility Criteria. Awards may be granted by the Committee to individuals (Eligible Individuals) who are officers or other employees or consultants of the Company or a Subsidiary with the potential to contribute to the future success of the Company or its Subsidiaries. Members of the Compensation Committee will not be permitted to receive Awards under the Plan.
264718
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BPI
As referenced in this Employee Stock Plan [Amended 2003]:
BEDFORD PROPERTY INVESTORS, –
MARKED AGAINST DRAFT DATED FEBRUARY 20, 1998
EX-10 11 exhibit10532003employeestock.htm
Exhibit 10.53
BEDFORD PROPERTY INVESTORS, INC.
2003 EMPLOYEE STOCK PLAN
Adopted: March 13, 2003
Approved by Stockholders: May 13, 2003
Amended: August 6, 2003
Termination Date: March
_____________
Bedford Property Investors, – to administer the Plan.
(i)
Common Stock means the common stock of the Company, par value $0.02 per share.
(j)
Company means Bedford Property Investors, Inc., a Maryland corporation, or any successor to substantially all of its business.
(k)
Consultant means any person, including an advisor, (i)
_____________
Bedford Property Investors, – of the Code.
(w)
Participant means an Eligible Individual to whom an Award has been granted under the Plan.
(x)
Plan means the Bedford Property Investors, Inc. 2003 Employee Stock Plan.
(y)
Restricted Stock means an Award to receive a specified number of shares of Common Stock granted
_____________
dt 165801
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Phantom Share Plan for Non-Employee Trustees
Phantom Share Plan for Non-Employee Trustees (13K)
Doc #265581: Click preview link for longer preview.
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
grant equivalent rights relating to the Shares of RAIT to members of the Board.
These rights are structured to attract, reward and retain selected Trustees who
are responsible for shaping and carrying out the long-range plans of RAIT. The
Plan is designed to reward designated Trustees for their efforts on behalf of
RAIT and to align the economic interests of such individuals with those of
RAIT's shareholders.
II. DEFINITIONS. The following definitions shall apply for all purposes of the
Plan:
2.01 "ACCOUNT" means a bookkeeping account established on RAIT's books
pursuant to Section 5.02. The Account reflects the number of Phantom Shares that
shall be credited to the Participant following an award under Section 5.01.
2.02 "BENEFICIARY" means the person(s) designated in writing by a
Participant to receive any benefits payable under this Plan subsequent to the
Participant's death. RAIT shall provide a form for this purpose. In the event a
Participant has not filed a Beneficiary designation with RAIT, or no Beneficiary
survives the Participant, the Beneficiary shall be the Participant's estate.
2.03 "BOARD" means the Board of Trustees of RAIT.
2.04 "COMMITTEE" means the committee appointed by the Board to administer
the Plan.
2.05 "EFFECTIVE DATE" means January 29, 2004.
2.06 "FAIR MARKET VALUE" shall mean, per Share, the average of the
highest and lowest price of a Share on the New York Stock Exchange, or such
other national securities exchange as may be designated by the Committee, on the
applicable date, or, if there are no sales of Shares on such date, then the
average of the highest and lowest price of the Shares on the last previous day
on which a sale is reported.
2.07 "GRANT AGREEMENT" means a written document issued by the Committee
to a Participant that shall specify the award of Phantom Shares to the
Participant as described in Section 5.01 and such other terms and conditions to
which the grant is subject.
2.08 "PARTICIPANT" means any Trustee who is designated by the Committee
as eligible to participate in the Plan under Section 4.01 and receives an award
of Phantom Shares. In the event of the death of a Participant, the term shall
mean his or her Beneficiary. In the event of the incompetency of a Participant,
the term shall mean his or her personal representative or guardian.
2.09 "PHANTOM SHARES" means a phantom interest in RAIT that is awarded to
a Participant to reflect Shares as provided in this Plan.
265581
|
RAIT Investment
As referenced in this Phantom Share Plan for Non-Employee Trustees:
}RAIT INVESTMENT TRUST – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of
_____________
RAIT INVESTMENT TRUST
– {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
_____________
RAIT Investment Trust – Share as of a
particular date based on the Fair Market Value of a Share on such date.
2.11 "PLAN" means the RAIT Investment Trust Phantom Share Plan for
Non-Employee Trustees as the same is set forth herein and as it may be amended
from time to
_____________
RAIT Investment Trust, – herein and as it may be amended
from time to time.
2.12 "PLAN YEAR" means the calendar year.
2.13 "RAIT" means RAIT Investment Trust, a Maryland real estate
investment trust.
2.14 "SEPARATION FROM SERVICE" means the Trustee's separation from the
Board for any reason,
_____________
dt 173916
;
RAIT Investment
As referenced in this Phantom Share Plan for Non-Employee Trustees:
}RAIT INVESTMENT TRUST – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of
_____________
RAIT INVESTMENT TRUST
– {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
_____________
RAIT Investment Trust – Share as of a
particular date based on the Fair Market Value of a Share on such date.
2.11 "PLAN" means the RAIT Investment Trust Phantom Share Plan for
Non-Employee Trustees as the same is set forth herein and as it may be amended
from time to
_____________
RAIT Investment Trust, – herein and as it may be amended
from time to time.
2.12 "PLAN YEAR" means the calendar year.
2.13 "RAIT" means RAIT Investment Trust, a Maryland real estate
investment trust.
2.14 "SEPARATION FROM SERVICE" means the Trustee's separation from the
Board for any reason,
_____________
dt 173978
;
|
RAIT Investment
As referenced in this Phantom Share Plan for Non-Employee Trustees:
}RAIT INVESTMENT TRUST – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of
_____________
RAIT INVESTMENT TRUST
– {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
_____________
RAIT Investment Trust – Share as of a
particular date based on the Fair Market Value of a Share on such date.
2.11 "PLAN" means the RAIT Investment Trust Phantom Share Plan for
Non-Employee Trustees as the same is set forth herein and as it may be amended
from time to
_____________
RAIT Investment Trust, – herein and as it may be amended
from time to time.
2.12 "PLAN YEAR" means the calendar year.
2.13 "RAIT" means RAIT Investment Trust, a Maryland real estate
investment trust.
2.14 "SEPARATION FROM SERVICE" means the Trustee's separation from the
Board for any reason,
_____________
dt 173916
;
RAIT Investment
As referenced in this Phantom Share Plan for Non-Employee Trustees:
}RAIT INVESTMENT TRUST – {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of
_____________
RAIT INVESTMENT TRUST
– {DOCUMENT}
{TYPE}EX-10.4
{SEQUENCE}3
{FILENAME}e92189exv10w4.txt
{DESCRIPTION}RAIT INVESTMENT TRUST PHANTOM SHARE PLAN...
{TEXT}
{PAGE}
Exhibit 10.4
RAIT INVESTMENT TRUST
PHANTOM SHARE PLAN FOR NON-EMPLOYEE TRUSTEES
I. PURPOSE. The purpose of the Plan is to provide a means whereby RAIT may
_____________
RAIT Investment Trust – Share as of a
particular date based on the Fair Market Value of a Share on such date.
2.11 "PLAN" means the RAIT Investment Trust Phantom Share Plan for
Non-Employee Trustees as the same is set forth herein and as it may be amended
from time to
_____________
RAIT Investment Trust, – herein and as it may be amended
from time to time.
2.12 "PLAN YEAR" means the calendar year.
2.13 "RAIT" means RAIT Investment Trust, a Maryland real estate
investment trust.
2.14 "SEPARATION FROM SERVICE" means the Trustee's separation from the
Board for any reason,
_____________
dt 173978
|
| Full Doc
| 2003 |
Eligible Directors Deferred Compensation/Phantom Stock Plan [Amendment No. 1] [Amended and Restated 2000]
Eligible Directors Deferred Compensation/Phantom Stock Plan [Amendment No. 1] [Amended and Restated 2000] (3K)
Doc #267338: This document is immediately available for purchase, but does not have a preview available for viewing.
AMENDMENT NUMBER 1
TO
THE MACERICH COMPANY
ELIGIBLE DIRECTORS
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated Effective as of June 30, 2000)
WHEREAS, The Macerich Company (the Company) has established The Macerich Company Eligible Directors Deferred Compensation/Phantom Stock Plan (the Plan) to attract, motivate and retain experienced and knowledgeable directors of the Company by permitting them to defer compensation and affording them the opportunity to link that compensation to an equity interest in the Company; and
WHEREAS, it is desirable to amend the Plan to allow a new director to elect to participate upon first becoming an eligible director of the Company.
NOW THEREFORE, the Plan is hereby amended as set forth below, effective as of January 1, 2003.
267338
|
Macerich
As referenced in this Eligible Directors Deferred Compensation/Phantom Stock Plan [Amendment No. 1] [Amended and Restated 2000]:
MACERICH CO –
EX-10.6 9 a03-5040_1ex10d6.htm EX-10.6
Exhibit 10.6
AMENDMENT NUMBER 1
TO
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated Effective as of June 30, 2000)
WHEREAS, The Macerich Company (the
_____________
Macerich Co – TO
THE MACERICH COMPANY
ELIGIBLE DIRECTORS
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated Effective as of June 30, 2000)
WHEREAS, The Macerich Co mpany (the Company) has established The Macerich Company Eligible Directors Deferred Compensation/Phantom Stock Plan (the Plan) to attract, motivate and retain experienced
_____________
Macerich Co – COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated Effective as of June 30, 2000)
WHEREAS, The Macerich Company (the Company) has established The Macerich Co mpany Eligible Directors Deferred Compensation/Phantom Stock Plan (the Plan) to attract, motivate and retain experienced and knowledgeable directors of the Company by
_____________
MACERICH CO – the Discount Rate.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this amendment this day of , 2003.
THE MACERICH CO MPANY
By
By
2
_____________
dt 175415
| |
| Preview
Full Doc
| 2000 |
Eligible Directors' Deferred Compensation/Phantom Stock Plan [Amended and Restated 2000]
Eligible Directors' Deferred Compensation/Phantom Stock Plan [Amended and Restated 2000] (62K)
Doc #267399: Click preview link for longer preview.
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
TABLE OF CONTENTS
Page
ARTICLE I...............................................................................................1
ARTICLE II..............................................................................................1
2.1 Accounts.......................................................................................1
2.2 Average Fair Market Value......................................................................1
2.3 Award Date.....................................................................................1
2.4 Board of Directors.............................................................................1
2.5 Cash Account...................................................................................1
2.6 Change in Control Event........................................................................2
2.7 Code...........................................................................................2
2.8 Common Stock...................................................................................2
2.9 Committee......................................................................................2
2.10 Company........................................................................................2
2.11 Compensation...................................................................................2
2.12 Disability.....................................................................................2
2.13 Discount Rate..................................................................................2
2.14 Disinterested Director.........................................................................2
2.15 Distribution Subaccount........................................................................2
2.16 Dividend Equivalent............................................................................2
2.17 Dividend Equivalent Cash Account...............................................................2
2.18 Dividend Equivalent Stock Account..............................................................3
2.19 Effective Date.................................................................................3
2.20 Eligible Director..............................................................................3
2.21 Exchange Act...................................................................................3
i
2.22 Fair Market Value..............................................................................3
2.23 Interest Rate..................................................................................3
2.24 Plan...........................................................................................3
2.25 Plan Year......................................................................................3
2.26 Special Meeting Fees...........................................................................3
2.27 Stock Unit or Unit.............................................................................3
2.28 Stock Unit Account.............................................................................3
2.29 Unforeseeable Emergency........................................................................4
ARTICLE III.............................................................................................4
ARTICLE IV..............................................................................................4
4.1 Initial Elections..............................................................................4
4.2 Subsequent Annual Elections....................................................................4
ARTICLE V...............................................................................................5
5.1 Cash Account...................................................................................5
5.2 Stock Unit Account.............................................................................5
5.3 Dividend Equivalents; Dividend Equivalent Cash Account; Dividend Equivalent Stock Account......6
5.4 Vesting........................................................................................7
5.5 Distribution of Benefits.......................................................................8
5.6 Adjustments in Case of Changes in Common Stock................................................10
5.7 Company's Right to Withhold...................................................................10
5.8 Stockholder Approval..........................................................................11
ARTICLE VI.............................................................................................11
6.1 The Administrator.............................................................................11
6.2 Committee Action..............................................................................11
6.3 Rights and Duties.............................................................................11
6.4 Indemnity and Liability.......................................................................12
ARTICLE VII............................................................................................12
ARTICLE VIII...........................................................................................13
8.1 Limitation on Eligible Directors' Rights......................................................13
8.2 Beneficiaries.................................................................................13
8.3 Benefits Not Assignable; Obligations Binding Upon Successors..................................14
8.4 Governing Law; Severability...................................................................14
ii
8.5 Compliance With Laws..........................................................................14
8.6 Headings Not Part of Plan.....................................................................14
iii
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED SHARES
This Plan shall be known as "The Macerich Company Eligible Directors' Deferred Compensation/Phantom Stock Plan."
The purpose of this Plan is to attract, motivate and retain experienced and knowledgeable directors of The Macerich Company by
permitting them to defer compensation and affording them the opportunity to link that compensation to an equity interest in the
Company. The total number of shares of Common Stock that may be delivered pursuant to awards under this Plan is 250,000, subject to
adjustments contemplated by Section 5.6.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan they shall have the meaning specified below unless the context
clearly indicates to the contrary:
2.1 Accounts shall mean an Eligible Director's Cash Account, Stock Unit Account, Dividend Equivalent Cash
Account and Dividend Equivalent Stock Account.
2.2 Average Fair Market Value shall mean the average of the Fair Market Values of a share of Common Stock of
the Company during the last 10 trading days preceding the Award Date.
2.3 Award Date with reference to elections under Section 4.2 shall mean the January 1 that next follows the
date of an Eligible Director's election made pursuant to Section 4.2. Award Date with reference to elections under Section 4.1(a)
shall mean August 3, 1994 and with reference to elections under Section 4.1(b) shall mean February 1, 1995.
2.4 Board of Directors shall mean the Board of Directors of the Company.
2.5 Cash Account shall mean the bookkeeping account maintained by the Company on behalf of each Eligible
Director who elects to defer his or her Compensation and Special Meeting Fees in cash in accordance with Section 5.1.
1
2.6 Change in Control Event shall have the meaning specified for such term under The Macerich Company Amended
and Restated 1994 Incentive Plan, as amended from time to time.
2.7 Code shall mean the Internal Revenue Code of 1986, as amended.
2.8 Common Stock shall mean the Common Stock of the Company.
2.9 Committee shall mean a Committee of the Board of Directors acting in accordance with Article VI and
applicable Maryland law, or the Board of Directors.
2.10 Company shall mean The Macerich Company, a Maryland corporation, and its successors and assigns.
2.11 Compensation shall mean the annual retainer and regular meeting fees payable by the Company to an Eligible
Director for a calendar year.
2.12 Disability shall mean a "permanent and total disability" within the meaning of Section 22(e)(3) of the Code.
2.13 Discount Rate shall mean an interest rate equal to 5% per annum.
2.14 Disinterested Director shall mean a member of the Board who is not generally disqualified from making
decisions concerning this Plan or all actions hereunder under any applicable legal requirements, but in no event shall a member of
the Board participate in any decision affecting only his or her benefits under this Plan.
2.15 Distribution Subaccount shall mean a subaccount of an Eligible Director's Account established to separately
account for deferred Compensation (and Dividend Equivalents or other earnings or losses thereon) which are subject to different
distribution elections.
2.16 Dividend Equivalent shall mean the amount of cash dividends or other cash distributions paid by the Company
after January 31, 1995 on that number of shares of Common Stock equivalent to the number of Stock Units then credited to an Eligible
Director's Stock Unit Account and Dividend Equivalent Stock Account, which amount shall be allocated as additional Stock Units to the
Eligible Director's Dividend Equivalent Stock Account or as additional deferrals to the Eligible Director's Dividend Equivalent Cash
Account, as provided in Section 5.3.
2.17 Dividend Equivalent Cash Account shall mean the bookkeeping account maintained by the Company on behalf of
an Eligible Director which is credited with Dividend Equivalents in the form of cash deferrals in accordance with Section 5.3.
267399
|
Macerich
As referenced in this Eligible Directors' Deferred Compensation/Phantom Stock Plan [Amended and Restated 2000]:
MACERICH CO –
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED
_____________
MACERICH CO –
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
TABLE OF CONTENTS
Page
ARTICLE I...............................................................................................
_____________
MACERICH CO – 8.4 Governing Law; Severability...................................................................14
ii
8.5 Compliance With Laws..........................................................................14
8.6 Headings Not Part of Plan.....................................................................14
iii
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(as Amended and Restated as of June 30, 2000)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED
_____________
Macerich Co – as Amended and Restated as of June 30, 2000)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED SHARES
This Plan shall be known as "The Macerich Co mpany Eligible Directors' Deferred Compensation/Phantom Stock Plan."
The purpose of this Plan is to attract, motivate and retain experienced and knowledgeable directors
_____________
Macerich Co – Directors' Deferred Compensation/Phantom Stock Plan."
The purpose of this Plan is to attract, motivate and retain experienced and knowledgeable directors of The Macerich Co mpany by
permitting them to defer compensation and affording them the opportunity to link that compensation to an equity interest in the
Company.
_____________
dt 175471
| |
| Preview
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| 2002 |
Stock Option, Deferred Stock and Restricted Stock Plan [Amendment]
Stock Option, Deferred Stock and Restricted Stock Plan [Amendment] (1K)
Doc #268856: Click preview link for longer preview.
Amendment to
2001 Stock Option, Deferred Stock and Restricted Stock Plan
Effective as of January 1, 2002, the first sentence of Section 3(a) of the Plan
shall be deleted in its entirety and replaced with the following:
Subject to the provisions of Section 3(c) of the Plan, the total maximum
aggregate number of shares of Stock reserved and available for issuance
under the Plan shall be 1,000,000 shares; however, on January 1 of each
268856
| | |
| Preview
Full Doc
| 2003 |
Incentive Stock Plan(1) [2003]
Incentive Stock Plan(1) [2003] (67K)
Doc #335980: Click preview link for longer preview.
GENERAL GROWTH PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN(1)
----------
(1) Effective May 7, 2003
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
SECTION 1. PURPOSE; DEFINITIONS...................................................1
(a) "ADMINISTRATOR"............................................................1
(b) "AFFILIATE"................................................................1
(c) "APPLICABLE LAWS...........................................................1
(d) "AWARD"....................................................................1
(e) "AWARD AGREEMENT"..........................................................1
(f) "AWARDED STOCK"............................................................1
(g) "BOARD"....................................................................1
(h) "CAUSE"....................................................................1
(i) "CODE".....................................................................1
(j) "COMMITTEE"................................................................1
(k) "COMMON STOCK".............................................................2
(l) "COMPANY"..................................................................2
(m) "DIRECTOR".................................................................2
(n) "DISABILITY"...............................................................2
(o) "EMPLOYEE".................................................................2
(p) "EXCHANGE ACT".............................................................2
(q) "FAIR MARKET VALUE"........................................................2
(r) "INCENTIVE STOCK OPTION"...................................................2
(t) "NON-QUALIFIED STOCK OPTION"...............................................2
(u) "OFFICER,".................................................................3
(v) "PARTICIPANT"..............................................................3
(w) "PLAN".....................................................................3
(x) "RECIPIENT"................................................................3
(y) "RESTRICTED STOCK".........................................................3
(z) "RESTRICTED STOCK AGREEMENT"...............................................3
(aa) "RETIREMENT"...............................................................3
(bb) "SERVICE PROVIDER".........................................................3
(cc) "SHARE"....................................................................3
(ee) "SUBSIDIARY"...............................................................3
{/Table}
-i-
{Page}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
SECTION 2. STOCK SUBJECT TO THE PLAN..............................................3
SECTION 3. ADMINISTRATION OF THE PLAN.............................................4
(a) ADMINISTRATION.............................................................4
(b) POWERS OF THE COMMITTEE....................................................4
SECTION 4. ELIGIBILITY FOR AWARDS.................................................5
SECTION 5. LIMITATIONS ON OPTIONS.................................................5
SECTION 6. TERM OF OPTION.........................................................5
SECTION 7. OPTION EXERCISE PRICE; VESTING AND CONSIDERATION.......................6
(a) EXERCISE PRICE.............................................................6
(b) WAITING PERIOD AND EXERCISE DATES..........................................6
(c) FORM OF CONSIDERATION......................................................6
SECTION 8. EXERCISE OF OPTION.....................................................7
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER............................7
(b) TERMINATION OF RELATIONSHIP AS EMPLOYEE OR DIRECTOR........................7
(c) DISABILITY OF RECIPIENT....................................................8
(d) DEATH OF RECIPIENT.........................................................9
(e) RETIREMENT OF RECIPIENT....................................................9
(f) CASH OUT PROVISIONS.......................................................10
SECTION 9. RESTRICTED STOCK......................................................10
(a) AWARDS OF RESTRICTED STOCK................................................10
(b) AWARDS AND CERTIFICATES...................................................10
(c) TERMS AND CONDITIONS......................................................11
(d) OTHER PROVISIONS..........................................................12
SECTION 10. DIRECTOR STOCK OPTIONS................................................12
(a) AUTOMATIC AWARD...........................................................12
(b) ELIGIBILITY...............................................................12
(c) INSUFFICIENT SHARES.......................................................12
(d) AMENDMENT.................................................................12
SECTION 11. NON-TRANSFERABILITY OF AWARDS.........................................12
SECTION 12. EFFECT OF CHANGE IN CONTROL...........................................13
{/Table}
-ii-
{Page}
TABLE OF CONTENTS
(continued)
{Table}
{Caption}
PAGE
{S} {C}
(a) EFFECT....................................................................13
(b) CHANGE IN CONTROL.........................................................13
SECTION 13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION............................14
SECTION 14. DATE OF GRANT.........................................................15
SECTION 15. TERM; AMENDMENT AND TERMINATION OF THE PLAN...........................15
(a) AMENDMENT AND TERMINATION.................................................15
(b) STOCKHOLDER APPROVAL......................................................15
(c) EFFECT OF AMENDMENT OR TERMINATION........................................15
SECTION 16. CONDITIONS UPON ISSUANCE OF SHARES....................................16
(a) LEGAL COMPLIANCE..........................................................16
(b) WITHHOLDING OBLIGATIONS...................................................16
(c) INABILITY TO OBTAIN AUTHORITY.............................................16
(d) GRANTS EXCEEDING ALLOTTED SHARES..........................................16
(a) TERM OF PLAN..............................................................16
(b) NO CONTRACT OF EMPLOYMENT.................................................17
(c) SEVERABILITY..............................................................17
(d) GOVERNING LAW.............................................................17
(e) DIVIDENDS.................................................................17
{/Table}
-iii-
{Page}
GENERAL GROWTH PROPERTIES, INC. 2003 INCENTIVE STOCK PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purposes of this Plan are to promote the interests of the Company
(including its Subsidiaries and Affiliates) and its stockholders by using equity
interests in the Company to attract, retain and motivate its Officers, Employees
and Directors and to encourage and reward their contributions to the Company's
performance and profitability.
The following capitalized terms shall have the following respective
meanings when used in this Plan:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 3 of the Plan.
(b) "AFFILIATE" means General Growth Management, Inc. and any other
corporation or other entity controlled by the Company and designated by the
Committee as such.
(c) "APPLICABLE LAWS" means the legal requirements relating to the
administration of plans providing one or more of the types of Awards described
in this Plan and the issuance of Shares thereunder pursuant to U.S. state
corporate laws, U.S. federal and state securities laws, the Code and the
applicable laws of any foreign country or jurisdiction where Options, Stock
Purchase Rights or other Awards are, or will be, granted under the Plan.
(d) "AWARD" includes, without limitation, a Stock Option or Restricted
Stock as described in or granted under the Plan, on a stand alone, combination
or tandem basis, as described in or granted under the Plan.
(e) "AWARD AGREEMENT" means a written agreement between the Company and a
Participant evidencing the terms and conditions of an individual Award grant.
The Award Agreement is subject to the terms and conditions of the Plan.
(f) "AWARDED STOCK" means the Common Stock subject to an Award.
(g) "BOARD" means the Board of Directors of the Company.
(h) "CAUSE" shall mean, unless otherwise determined by the Committee, (i)
the conviction of the Recipient for committing a felony under federal law or the
law of the state in which such action occurred, (ii) dishonesty in the course of
fulfilling the Recipient's employment duties or (iii) willful and deliberate
failure on the part of the Recipient to perform his or her employment duties in
any material respect.
(i) "CODE" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.
(j) "COMMITTEE" means the Committee appointed by the Board in accordance
with Section 3 of the Plan.
{Page}
(k) "COMMON STOCK" means the common stock, par value $.10 per share, of
the Company.
(l) "COMPANY" means General Growth Properties, Inc., a Delaware
corporation.
(m) "DIRECTOR" means a member of the Board.
(n) "DISABILITY" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.
(o) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Subsidiary or Affiliate of the Company. Neither
service as a Director nor payment of a director's fee by the Company, without
more, shall constitute "employment" by the Company. Except as expressly
authorized by Section 10 of the Plan, no grant shall be made to a Director who
is not an Officer or a salaried Employee.
(p) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
(q) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(A) If the Common Stock is listed on the New York Stock Exchange
Composite Tape, its Fair Market Value shall be the mean of the highest and
lowest reported sale prices of the stock (or, if no sales were reported, the
average of the closing bid and asked price) on the New York Stock Exchange for
any given day or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on NASDAQ, as
335980
|
General Growth
As referenced in this Incentive Stock Plan(1) [2003]:
GENERAL GROWTH PROPERTIES, – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}a2116360zex-10_1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{Page}
EXHIBIT 10.1
GENERAL GROWTH PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN(1)
----------
(1) Effective May 7, 2003
{Page}
TABLE OF CONTENTS
{Table}
{Caption}
PAGE
{S} {C}
SECTION 1.
_____________
GENERAL GROWTH PROPERTIES, – TERM OF PLAN..............................................................16
(b) NO CONTRACT OF EMPLOYMENT.................................................17
(c) SEVERABILITY..............................................................17
(d) GOVERNING LAW.............................................................17
(e) DIVIDENDS.................................................................17
{/Table}
-iii-
{Page}
GENERAL GROWTH PROPERTIES, INC. 2003 INCENTIVE STOCK PLAN
SECTION 1. PURPOSE; DEFINITIONS.
The purposes of this Plan are to promote the interests of the Company
(
_____________
General Growth Properties, – 3 of the Plan.
{Page}
(k) "COMMON STOCK" means the common stock, par value $.10 per share, of
the Company.
(l) "COMPANY" means General Growth Properties, Inc., a Delaware
corporation.
(m) "DIRECTOR" means a member of the Board.
(n) "DISABILITY" means permanent and total disability as determined under
_____________
General Growth Properties, – the rules and regulations promulgated
thereunder.
(v) "PARTICIPANT" means an Employee, Director or Officer who holds an
outstanding Award.
(w) "PLAN" means the General Growth Properties, Inc. 2003 Incentive Stock
Plan.
(x) "RECIPIENT" means an Employee, Director or Officer who holds an
outstanding Award.
(y) "RESTRICTED STOCK" means
_____________
General Growth Properties, – The transferability of this certificate and the shares of Stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the General Growth Properties, Inc. 2003 Incentive
Stock Plan and a Restricted Stock Agreement. Copies of such Plan and
Stock Agreement are on file at the
_____________
dt 686766
| |
| Preview
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| 2005 |
Deferred Compensation/Phantom Stock Plan
Deferred Compensation/Phantom Stock Plan (62K)
Doc #1175725: Click preview link for longer preview.
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated as of January 1, 2005)
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated as of January 1, 2005)
TABLE OF CONTENTS
Page
ARTICLE I
1
ARTICLE II
1
2.1
Account
1
2.2
Average Fair Market Value
1
2.3
Award Date
1
2.4
Board of Directors
1
2.5
Cash . . .
1175725
|
Macerich
As referenced in this Deferred Compensation/Phantom Stock Plan:
MACERICH CO –
EX-10.7 5 a2152838zex-10_7.htm EXHIBIT 10.7
QuickLinks -- Click here to rapidly navigate through this document
Exhibit 10.7
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated as of January 1, 2005)
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and
_____________
MACERICH CO – here to rapidly navigate through this document
Exhibit 10.7
THE MACERICH COMPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated as of January 1, 2005)
THE MACERICH CO MPANY
ELIGIBLE DIRECTORS'
DEFERRED COMPENSATION/PHANTOM STOCK PLAN
(As Amended and Restated as of January 1, 2005)
TABLE OF CONTENTS
Page
ARTICLE I
1
ARTICLE II
1
2.1
Account
_____________
MACERICH CO – Binding Upon Successors
13
8.4
Governing Law; Severability
13
8.5
Compliance With Laws
13
8.6
Headings Not Part of Plan
13
APPENDIX A
A-1
ii
THE |