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SEC Filings

MACERICH CO filed this Form 10-K on 02/23/2018
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On February 22, 2018, the Company entered into an agreement with Thomas J. Leanse (the “Separation Agreement”) in connection with Mr. Leanse’s formerly announced resignation as Chief Legal Officer of the Company, which will be effective as of February 28, 2018 (the “Separation Date”). In connection with his resignation, Mr. Leanse will also enter into a consulting agreement (the “Consulting Agreement”) with the Company on the Separation Date under which Mr. Leanse will provide consulting services to the Company for a period of two years following the Separation Date.
Under the Separation Agreement, Mr. Leanse will be entitled to receive 100% of his annual bonus for the 2017 bonus period, and the Company agreed to, on the Separation Date, (i) make cash payments equal to (A) $125,000, representing a prorated portion of Mr. Leanse’s 2018 target bonus and (B) $112,036, representing amounts paid in lieu of Medicare and Medigap premiums and 12 months’ outplacement assistance; and (ii) make a one time, fully vested, discretionary contribution to Mr. Leanse’s account under the Company’s deferred compensation plan in the amount of $900,000. In addition, with respect to Mr. Leanse’s outstanding equity compensation awards relating to his service to the Company, the Separation Agreement provides that (i) all stock options will remain exercisable through the applicable expiration dates, and (ii) all LTIP units in the Operating Partnership will remain outstanding and continue to vest (or, in the case of performance-based awards, be eligible to vest) on the scheduled dates set forth in the applicable award agreement, subject to, in the case of performance-based awards, certain non-competition conditions set forth in such award agreements. Mr. Leanse will also be given the right under the Separation Agreement to elect to continue health insurance benefits in effect for himself and eligible family members through COBRA, and, if he so elects, the Company will pay all applicable premiums directly to the COBRA provider for a period of up to 36 months. Mr. Leanse provided the Company with a general release of claims and agreed to be subject to restrictive and other covenants contained in the Separation Agreement, including non-solicitation, non-disparagement and confidentiality provisions following the Separation Date.
Under the Consulting Agreement, Mr. Leanse will provide consulting services to the Company for a period of two years following the Separation Date. For the performance of these services, the Company has agreed to pay Mr. Leanse an aggregate fee of $100,000.