Notice of Non-Extension of Change of Control Period under Management Continuity Agreements – The Macerich Company and Executives

Summary

The Macerich Company has formally notified Edward C. Coppola and Thomas E. O’Hern that their Management Continuity Agreements will not have the Change of Control Period further extended. This decision, made by the Compensation Committee, complies with the agreements’ terms requiring at least 60 days’ notice before the renewal date. The Change of Control Period will now end three years from the last renewal date, as specified in the original agreements.

EX-10.3 2 ex103lettersrechangeofcont.htm EXHIBIT 10.3 EX 10.3 LettersREChangeofControl

Exhibit 10.3
August 28, 2013

VIA HAND DELIVERY

Mr. Edward C. Coppola


Re:    Management Continuity Agreement between The Macerich Company
        (the “Company”) and Edward C. Coppola, dated December 29, 2008
        (the “Agreement”)                                                                                  


Dear Mr. Coppola:

This letter is written to provide you notice under Sections 1 and 13(g) of the Agreement. The definition of “Change of Control Period” in Section 1 of the Agreement provides, in part, that “the Change of Control Period shall be automatically extended so as to terminate three years from the Renewal Date, unless at least 60 days prior to the Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.” This letter provides you notice that the Company, pursuant to a determination by the Compensation Committee of the Board of Directors of the Company, shall not further extend the Change of Control Period in accordance with the definition of Change of Control Period and the terms of the Agreement. This notice is provided to you by the Company at least 60 days prior to the Renewal Date.

Capitalized terms used herein without definition shall have the meanings given to those terms in the Agreement.

Very truly yours,

The Macerich Company

/s/ Thomas J. Leanse

Thomas J. Leanse
Senior Executive Vice President,
                        Chief Legal Officer and Secretary



Exhibit 10.3

August 28, 2013

VIA HAND DELIVERY

Mr. Thomas E. O’Hern


Re:    Management Continuity Agreement between The Macerich Company
        (the “Company”) and Thomas E. O’Hern, dated December 18, 2008
        (the “Agreement”)                                                                                  


Dear Mr. O’Hern:

This letter is written to provide you notice under Sections 1 and 13(g) of the Agreement. The definition of “Change of Control Period” in Section 1 of the Agreement provides, in part, that “the Change of Control Period shall be automatically extended so as to terminate three years from the Renewal Date, unless at least 60 days prior to the Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.” This letter provides you notice that the Company, pursuant to a determination by the Compensation Committee of the Board of Directors of the Company, shall not further extend the Change of Control Period in accordance with the definition of Change of Control Period and the terms of the Agreement. This notice is provided to you by the Company at least 60 days prior to the Renewal Date.

Capitalized terms used herein without definition shall have the meanings given to those terms in the Agreement.

Very truly yours,

The Macerich Company

/s/ Thomas J. Leanse

Thomas J. Leanse
Senior Executive Vice President,
                        Chief Legal Officer and Secretary