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10-K
MACERICH CO filed this Form 10-K on 02/23/2018
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Grantee’s remaining unvested Award [2018] LTIP Units (SB) that have not previously been forfeited effective immediately prior to such event.
(b)    In the event of a Change of Control prior to December 31, 2020, then:
(i)    if the Award [2018] LTIP Units (SB) remain outstanding after a Change of Control or equivalent replacement awards (as defined in Section 5(b)(iii) hereof) are substituted for the Award [2018] LTIP Units (SB) at the time of the Change of Control, then unvested Award [2018] LTIP Units (SB) shall remain subject to vesting tied to the Grantee’s Continuous Service until December 31, 2020 as if no Change of Control had occurred, except that the Grantee shall become fully vested in such Award [2018] LTIP Units (SB) immediately (A) upon the Grantee’s Qualified Termination in connection with or within twenty-four (24) months after the Change of Control, or (B) upon the Grantee’s death, Disability or Retirement;
(ii)    if neither the Award [2018] LTIP Units (SB) remain outstanding after a Change of Control nor equivalent replacement awards (as defined in Section 5(b)(iii) hereof) are substituted for the Award [2018] LTIP Units (SB) at the time of the Change of Control, then the Grantee shall become fully vested in all unvested Award [2018] LTIP Units (SB) as of the date of the Change of Control; and
(iii)    an award shall qualify as an “equivalent replacement award” if the following conditions are met in the good faith discretion of the Committee:
(A)
the replacement award is of the same type as the Award [2018] LTIP Units (SB) being replaced, including, without limitation, income tax attributes relating to the extent and timing of recognition of taxable income, gain or loss by the Grantee;
(B)
the replacement award has a value equal to the Fair Market Value of the Award [2018] LTIP Units (SB) being replaced as of the effective date of the Change of Control;
(C)
the equity securities issuable upon the conversion, exercise, exchange or redemption of the replacement award, or securities underlying the replacement award, as applicable, are listed on a national stock exchange;
(D)
the replacement award contains terms relating to vesting (including with respect to the Grantee’s Qualified Termination, death, Disability or Retirement) that are substantially identical to those of the Award [2018] LTIP Units (SB); and
(E)
the other terms and conditions of the replacement award are not less favorable to the Grantee than the terms and conditions of the Award [2018] LTIP Units (SB).

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