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SEC Filings



DEF 14A
MACERICH CO filed this Form DEF 14A on 05/17/2018
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Table of Contents

Upon Resignation by the Named Executive Officer

In the event of the resignation of a named executive officer,

 

    the executive’s equity awards that have not vested as of such termination date will be forfeited, and

 

    the executive will have three months (or such other period in the Compensation Committee’s discretion) from the termination date to exercise vested options and SARs, subject to specified limitations.

Upon Retirement

In the event of the retirement of a named executive officer,

 

    under our current retirement policy and except as provided below, all outstanding equity awards will continue to vest in accordance with the vesting schedule originally set forth in the executive’s award agreement provided the named executive officer retires at age 55 or older, has at least five years of service with our Company and has not been directly or indirectly employed by a competitor at any time after the executive’s retirement,

 

    if a named executive officer does not meet the requirements for retirement under our current retirement policy, and the Compensation Committee does not otherwise provide,

 

    the executive’s equity awards that have not vested as of the executive’s retirement date will be forfeited,

 

    the executive will have 12 months from the executive’s retirement date to exercise vested options and SARs, subject to specified limitations, and

 

    the executive will forfeit all unvested performance-based and service-based LTIP Units, unless the Compensation Committee determines in its sole discretion to provide for vesting of some or all such LTIP Units.

Upon Death or Disability

In the event of death or disability of a named executive officer while employed,

 

    the executive’s benefits under our long-term disability plan or payments under our life insurance plan(s), as appropriate, will be distributed,

 

    except as provided below, the executive’s unvested equity awards will immediately vest,

 

    the executive’s unvested performance-based LTIP Units will be eligible to vest based on performance through the executive’s date of death or disability, and

 

    the executive’s vested stock options or SARs may be exercised for 12 months after the date of the executive’s disability or death.

Termination/Change of Control Payments Table

The following table provides the potential payments and benefits to the named executive officers, upon termination of employment or a change in control, assuming such event occurred on December 31, 2017. These numbers do not reflect the actual amounts that may be paid to such persons, which will only be known at the time that they become eligible for payment and will only be payable if the specified event occurs.

Items Not Reflected in Table

The following items are not reflected in the table set forth below:

 

    Accrued salary, bonus, personal time and vacation.

 

    Costs of COBRA or any other mandated governmental assistance program to former employees.

 

    Welfare benefits, including life insurance, provided to all salaried employees.

 

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