SIMON PROPERTY GROUP CEO LTIP UNIT ADJUSTMENT WAIVER
Exhibit 10.3
SIMON PROPERTY GROUP
CEO LTIP
UNIT ADJUSTMENT WAIVER
April 18, 2014
David Simon
225 West Washington Street
Indianapolis, IN 46204
Re: LTIP Unit Adjustment Waiver
Reference is hereby made to the Simon Property Group, L.P. 1998 Stock Incentive Plan (Amended and Restated May 17, 2012), and further amended February 13, 2014 and April 4, 2014, as it subsequently may be amended from time to time (the Plan), and the Simon Property Group Amended and Restated Series CEO LTIP Unit Award Agreement effective as of December 31, 2013 (the CEO Award Agreement), and the Certificate of Designation of Series CEO LTIP Units of Simon Property Group, L.P. (the Certificate of Designation), pursuant to which you hold LTIP Units (as defined in the Plan) that are Unvested LTIP Units (as defined in the CEO Award Agreement and Certificate of Designation) (the Applicable LTIP Units).
Pursuant to a Separation and Distribution Agreement, to be executed by and between Simon Property Group, Inc. (SPG), Washington Prime Group Inc. (WPG), Simon Property Group, L.P. (SPG L.P.) and Washington Prime Group, L.P. (WPG L.P.), as may be amended from time to time (the Separation Agreement), it is expected that SPG will effectuate and cause to be effectuated the separation of a portion of the businesses of SPG L.P., consisting of its strip centers and smaller enclosed malls and their associated assets and liabilities (the WPG Business) from the remainder of SPG L.P.s businesses (the Separation). In connection with the Separation, SPG L.P. and certain of its subsidiaries will contribute certain assets and liabilities to WPG L.P. in exchange for limited partnership interests in WPG L.P., and SPG L.P. will then distribute, in one or more distributions, all of the WPG L.P. limited partnership interests held by SPG L.P. to the holders of record, as of the Record Date (as defined in the Separation Agreement), of limited partner interests in SPG L.P. (the SPG L.P. Distribution). Following the SPG L.P. Distribution it is expected that SPG will distribute pro-rata to SPGs stockholders all of the outstanding common shares of WPG, a newly-formed entity holding approximately 84% of the interests in WPG L.P., as a result of which WPG will become an independent, publicly-traded company (the Distribution).
In accordance with Sections 2.3 and 2.4 of the Certificate of Designation, you acknowledge that you will not be entitled to participate in the SPG L.P. Distribution with respect to the Applicable LTIP Units either by (i) receiving any limited partnership interests
in WPG LP, or (ii) increasing the number of Applicable LTIP Units that may be earned by you pursuant to the CEO Award Agreement. You hereby further agree, acknowledge and consent that, notwithstanding anything in the Plan, the CEO Award Agreement, the Certificate of Designation (including Section 2.2 thereof), the Separation Agreement or other document or agreement to the contrary, the SPG L.P. Distribution shall be deemed to not affect the one-to-one correspondence between the Applicable LTIP Units and SPG L.P. limited partnership units for conversion, distribution or any other purposes, and that no adjustment shall be made to or in respect of the number of Applicable LTIP Units as a result of the SPG L.P. Distribution.
Except as otherwise expressly provided herein, the Certificate of Designation, the CEO Award Agreement and the Plan shall remain in full force and effect.
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| SIMON PROPERTY GROUP, INC., a Delaware corporation | ||
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| By: | /s/ James M. Barkley | |
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| Name: | James M. Barkley | |
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| Title: | General Counsel and Secretary | |
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| SIMON PROPERTY GROUP, L.P., a Delaware limited partnership | ||
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| By: | Simon Property Group, Inc., | |
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| a Delaware corporation, its general partner | |
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| By: | /s/ James M. Barkley | |
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| Name: | James M. Barkley | |
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| Title: | General Counsel and Secretary | |
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Agreed and Acknowledged: |
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/s/ David Simon |
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Name: David Simon |
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Date: April 22, 2014 |
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