FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENTChange of Control Employment Agreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts • Michigan
Taubman Centers, Inc., a Michigan corporation (together with its successors, “Taubman”), The Taubman Realty Group Limited Partnership, a Delaware limited partnership (together with its successors, “TRG”) and [_________] (“Executive”) previously entered into a Change of Control Employment Agreement on on [ ] [ ], 200[ ] (the “Original Agreement”). Taubman, TRG and the Executive now amend and restate the Original Agreement in this document, effective December [___], 2008, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Code Section 409A”). The amendment and restatement of the Original Agreement as set forth in this document is the “Agreement.” This Agreement replaces and supersedes any prior change of control agreement between Taubman and the Executive.
FIRST AMENDMENT TO MASTER SERVICES AGREEMENT BETWEEN THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP AND THE TAUBMAN COMPANY LIMITED PARTNERSHIPMaster Services Agreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts
THIS FIRST AMENDMENT TO MASTER SERVICES AGREEMENT (this "Amendment"), made and entered into as of the 30th day of September, 1998, by and between THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 200 East Long Lake Road, Bloomfield Hills, Michigan 48304 ("Owner"), and THE TAUBMAN COMPANY LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at 200 East Long Lake Road, Bloomfield Hills, Michigan 48304 ("Manager"), is based upon the following:
FORM OF TAUBMAN CENTERS, INC. NON-EMPLOYEE DIRECTORS’ DEFERRED COMPENSATION PLAN AMENDMENT AGREEMENTTaubman Centers Inc • February 24th, 2009 • Real estate investment trusts
Pursuant to Section 4.1 of the Taubman Centers, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Plan”), Taubman Centers, Inc. (the “Company”) and the Participant amend the Plan as follows for compliance with Section 409A of the Internal Revenue Code of 1986, amended (“Code Section 409A”). This Amendment Agreement (the “Amendment” amends the Plan, as it applies to the Participant and the Company, is effective immediately.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts
The Taubman Company LLC (formerly known as The Taubman Company Limited Partnership) (the “Company”) and Lisa A. Payne (“Payne”) agree to amend Payne’s January 3, 1997 Employment Agreement (the “Agreement”) for compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) as follows:
FORM OF THE TAUBMAN COMPANY LONG-TERM PERFORMANCE COMPENSATION PLAN AMENDMENT AGREEMENTAgreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts
Pursuant to Section 7.1 of The Taubman Company Long-Term Performance Compensation Plan (the “Plan”), The Taubman Company LLC (the “Company”) and the Participant amend Plan as follows for compliance with Section 409A of the Internal Revenue Code of 1986, amended (“Code Section 409A”). The amendment set forth in this document constitutes the “Agreement” and is effective immediately.
SECOND AMENDMENT TO MASTER SERVICES AGREEMENTMaster Services Agreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts
THIS SECOND AMENDMENT TO MASTER SERVICES AGREEMENT (“Amendment”), made and entered into as of December 23, 2008, by and between THE TAUBMAN REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership, whose address is 200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304 (“Owner”), and THE TAUBMAN COMPANY LLC, a Delaware limited liability company (successor by conversion to The Taubman Company Limited Partnership, a Delaware limited partnership), whose address is 200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan 48304 (“Manager”), is based upon the following:
TAUBMAN ASIA MANAGEMENT II LLC c/o The Taubman Company LLCTaubman Centers Inc • February 24th, 2009 • Real estate investment trusts
This letter shall confirm for your records that in the event of your death, your membership interest under the Operating Agreement, along with the put and call attached to and imbodied in your membership interest, will continue into your estate, as your successor, and be binding on and inure to the benefit of your estate.
