ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


      (e) Effective December 15, 2021, the Compensation Committee of the Board of
          Directors of CBL & Associates Properties, Inc. (herein the "Company" or
          "CBL") approved grants of new restricted stock awards related to the
          Company's recent emergence from Chapter 11 reorganization, pursuant to
          the Company's 2021 Equity Incentive Plan (the "EIP"), to its
          non-employee directors and its officers, including the following
          individuals who currently qualify as "named executive officers" of the
          Company pursuant to Item 402(a)(3) of Securities and Exchange Commission
          ("SEC") Regulation S-K:




                                                      Number of
                                                      Shares of
Name and Current Title of Each                       Restricted
Named Executive Officer                             Stock Granted
Stephen D. Lebovitz, Chief Executive Officer           300,000
Farzana Khaleel, Executive Vice President -             60,000
Chief Financial Officer and Treasurer
Charles B. Lebovitz,                                    25,000
Chairman - Emeritus
Michael I. Lebovitz, President                          50,000

Jeffery V. Curry, Chief Legal Officer and Secretary 50,000

The terms and conditions of the restricted stock awards to the Company's executive officers, including each of the named executive officers listed above, may be summarized as follows:



      •  The shares vest over a four (4) year period, with restrictions expiring
         on 25% of the shares subject to each award annually beginning on the
         first anniversary of the date of grant.


      •  The grantee generally has all of the rights of a stockholder during the
         vesting/restricted period, including the right to receive dividends on
         the same basis and at the same rate as all other outstanding shares of
         common stock and the right to vote such shares on any matter on which
         holders of the Company's common stock are entitled to vote.


      •  The shares generally are not transferable during the restricted period,
         except for any transfers which may be required by law (such as pursuant
         to a domestic relations order).


      •  If the grantee's employment terminates during the restricted period for
         any reason other than (i) termination by the Company without "cause" (as
         defined in the award), (ii) death or disability (as defined in the award)
         or (iii) termination by the Company upon a Change in Control (as defined
         in the EIP), the award agreements provide that any non-vested portion of
         the restricted stock award will be immediately forfeited by the grantee.


      •  If employment terminates during the restricted period due to a
         termination by the Company without "cause" (as defined in the award),
         fifty percent (50%) of any portion of the restricted stock award that is
         not vested as of such date shall immediately become fully vested in the
         grantee, and the balance of such shares will immediately be forfeited.


      •  If employment terminates during the restricted period due to death or
         disability (as defined in the award), or due to termination by the
         Company upon a Change in Control (as defined in the EIP), the award
         agreements provide that any portion of the restricted stock award that is
         not vested as of such date shall immediately become fully vested in the
         grantee or his or her estate, as applicable.

The foregoing description of such restricted stock awards is qualified in its entirety by reference to the full text of the Company's 2021 Equity Incentive Plan and the applicable form of award agreement, each of which is filed or incorporated by reference as an exhibit to this report. The form of award agreement for the restricted stock awards to the Company's non-employee directors, which is required to be filed as a material contract of the Company pursuant to SEC rules, also is filed as an exhibit to this report.

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ITEM 9.01 Financial Statements and Exhibits







  (d) Exhibits






Exhibit
 Number    Description
             CBL & Associates Properties, Inc. 2021 Equity Incentive Plan.
  10.1     Incorporated by reference from the Company's Current Report on Form
           8-K, filed on November 16, 2021.
             Form of Executive Officer Time-Vested Award Stock Restriction
  10.2     Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive
           Plan.
             Form of Non-Employee Director Emergence Award Stock Restriction
  10.3     Agreement under CBL & Associates Properties, Inc. 2021 Equity Incentive
           Plan.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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