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TCO > SEC Filings for TCO > Form 8-K on 20-Mar-2014All Recent SEC Filings

Show all filings for TAUBMAN CENTERS INC

Form 8-K for TAUBMAN CENTERS INC


20-Mar-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The Change of Control Employment Agreement, dated April 29, 2013, by and among David Joseph, Taubman Centers, Inc. (the Company) and The Taubman Realty Group Limited Partnership was amended by such parties pursuant to the Amendment to Change of Control Employment Agreement, dated March 17, 2014 (the Amendment). Under the original agreement, the Company provided Mr. Joseph with a full tax gross-up on specified termination benefits to the extent such benefits exceed 110% of the limits set forth in Section 280G of the Internal Revenue Code, as amended (the Code). The Amendment eliminates the tax gross-up payment and instead provides that Mr. Joseph's termination benefits will be reduced to the greatest amount that he may receive without becoming subject to the excise tax under the Code; provided, that no reduction will be applied if Mr. Joseph would be better off on an after-tax basis (including following application of the excise tax) receiving the full amount of such payments and benefits.

The foregoing description is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.



Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit  Description

  10.1   Amendment to Change of Control Employment Agreement, dated March 17,
         2014, by and among Taubman Centers Inc., The Taubman Realty Group
         Limited Partnership, and David Joseph.


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