Exhibit 10.1


 





EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”), effective as of April 19, 2021 (the “Effective Date”), is entered into by and
between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Correne S. Loeffler (the “Executive”).


 


RECITALS


 


WHEREAS, the Company desires
to employ the Executive upon and subject to the terms, conditions, rights and obligations set forth in this Agreement;


 


WHEREAS, the Executive desires
to accept such employment upon and subject to the terms, conditions, rights and obligations set forth in this Agreement; and


 


WHEREAS, the parties desire
to enter into and be bound by this Agreement.


 


NOW THEREFORE, IT IS HEREBY
AGREED AS FOLLOWS:


 


1.                 
Employment Period. The Company hereby agrees to employ the Executive, and the Executive hereby
agrees to work in the employ of the Company, subject to the terms and conditions, rights and obligations of this Agreement, for the period
commencing on the Effective Date and ending, unless terminated earlier pursuant to Section 3 hereof, on the fifth (5th)
anniversary of the Effective Date (the “Employment Period”). Thereafter, the Employment Period shall renew automatically
for additional periods of one (1) year, unless either party provides the other party with written notice of non-renewal at least sixty
(60) days prior to the date of automatic renewal.


 


2.                 
Terms of Employment.


 


(a)              
Position and Duties.


 


(i)               During the Employment Period, the Executive shall serve as Chief Financial Officer of the Company, with such authority, duties
and responsibilities as are normally attendant to such position and such other duties commensurate with this position that may be reasonably
assigned by the Company’s Board of Directors (the “Board”). The Executive shall report to the Chief Executive
Officer of the Company (the “CEO”) or to the Board or a committee thereof.


 


(ii)              During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote all of her business attention and time to the business and affairs of the Company, and to use her reasonable best efforts
to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to
(A) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors
of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable
boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as any
such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge of the
Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt, during
the Employment Period, the Executive shall not hold any other management positions at other companies or any other entities.


 






      


     


    

 


(iii)           
Place of Performance. The principal place of employment of the Executive as of the Effective Date will be at the Company’s
corporate headquarters in The Woodlands, Texas (the “Principal Location”). The Executive understands that she shall
regularly be required to travel in connection with the performance of her duties hereunder.


 


(b)              
Compensation.


 


(i)                
Annual Base Salary. During the Employment Period, unless increased by the Board in its sole discretion, the Executive shall
receive an annual base salary of FIVE HUNDRED THOUSAND DOLLARS ($500,000) (the “Annual Base Salary”), payable in equal
installments in accordance with the Company’s normal payroll practice for its senior executives, subject to the Executive’s
continued employment with the Company.


 


(ii)             
Annual Bonus. Commencing in 2021, and continuing during each subsequent calendar year of the Employment Period, the Executive
shall be eligible for an annual cash bonus (the “Annual Bonus”) in the targeted amount of NINE HUNDRED THOUSAND DOLLARS
($900,000) (the “Target Bonus Amount”), which shall be awarded each year during the Employment Period by the Compensation
Committee of the Board (the “Compensation Committee”) based upon its evaluation of such performance measures and objectives
as may be established by the Compensation Committee from time to time (the “Annual Bonus Performance Metrics”). The
amount of the Annual Bonus that shall be paid to Executive each year shall be determined by the Compensation Committee based on the achievement
of the Annual Bonus Performance Metrics; provided, however, that, if the Compensation Committee establishes a minimum overall
performance goal that is required to be achieved for the Executive to be eligible to receive any Annual Bonus in respect of a calendar
year, and that minimum overall goal is achieved for such calendar year, then the Annual Bonus for such calendar year shall be equal to
at least EIGHTY PERCENT (80%) of the Target Bonus Amount, but not more than ONE-HUNDRED TWENTY PERCENT (120%) of the Target Bonus Amount.
The Annual Bonus for each year shall be paid to the Executive as soon as reasonably practicable following the end of such year and at
the same time that other senior executives of the Company receive bonus payments, but in no event later than March 15 following the end
of the calendar year to which such Annual Bonus relates.


 






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(iii)            Annual
Equity or Equity-Based Incentive Awards. Commencing in 2022, and continuing during each subsequent calendar year of the
Employment Period, the Executive shall be eligible to receive an annual equity award (the “Annual LTIP Award”),
which shall be awarded each year during the Employment Period by the Compensation Committee based upon its evaluation of such
performance measures and objectives as may be established by the Compensation Committee from time to time. The Annual LTIP Award
shall be a long-term equity or equity-based incentive award with an aggregate targeted grant value (with respect to the portion of
the Annual LTIP Award that is subject to performance metrics, based on the achievement of the applicable performance metrics that
cause the award to vest at the level of 100%, and without taking into account the probability of the award vesting at that level on
the date of grant) on the date of grant equal to ONE MILLION AND TWO HUNDRED THOUSAND DOLLARS ($1,200,000) (the “Target
LTIP Award Amount”), with the number of shares of the Company’s common stock, par value $0.01 per share (the
 “Common Stock”) subject to such Annual LTIP Award determined by dividing the aggregate grant value by the closing
price per share of the Common Stock on a nationally recognized exchange or as otherwise provided for in the Incentive Plan on the
date of grant, which shall be awarded each year by the Compensation Committee based on the achievement of the Annual Bonus
Performance Metrics for the applicable year. The determination as to whether the performance goals have been achieved shall be made
in the sole discretion of the Compensation Committee. The Annual LTIP Award shall be granted to the Executive at the same time that
other senior executives of the Company are granted their annual equity or equity-based incentive awards but in no event later than
March 15 following the end of the calendar year to which such Annual LTIP Award relates. Fifty percent (50%) of each Annual LTIP
Award granted to the Executive shall provide for pro rata time vesting over five years in accordance with the terms of the
applicable award agreement (the “Time Vesting LTIP Award”) and the other fifty percent (50%) of such award shall
provide for performance-based vesting (the “Performance Vesting LTIP Award”). All Annual LTIP Awards shall be
subject to the terms and conditions of the Incentive Plan and any applicable award agreements thereunder. For purposes of this
Agreement, “Incentive Plan” shall mean The Howard Hughes Corporation 2020 Equity Incentive Plan, as in effect
from time to time (and any successor plan thereto).


 


(iv)            
Relocation. If the Board requests, and the Executive agrees, to relocate the Principal Location outside of the Houston,
Texas metropolitan area, the Company shall provide the Executive with (A) home sale services (at market price and with no reimbursement
for any loss on home price) and (B) reimbursement in accordance with Company policy for the Executive’s reasonable and properly
documented moving expenses, which shall include the costs of moving the Executive, his family and possessions from the Principal Location
to the location requested by the Board.


 


(v)              
Indemnification. Simultaneously herewith, or as promptly as practicable hereafter, the Company and the Executive will enter
into an indemnification agreement on substantially the same terms as the indemnification agreements entered into by the Company and each
of its directors prior to the Effective Date.


 


(c)               Benefits.
During the Employment Period, except as otherwise expressly provided herein, the Executive shall be entitled to participate in all
employee welfare benefit plans, practices, policies and programs and fringe benefits to the extent applicable generally and on a
basis no less favorable than that provided to other senior officers of the Company, including, without limitation, health, medical,
dental, long-term disability and life insurance plans. The Executive shall be entitled to paid annual vacation totaling four (4)
weeks per calendar year in accordance with the Company’s vacation policy in effect from time to time.


 






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(d)              
Expenses. The Company shall reimburse the Executive for all reasonable and necessary expenses actually incurred by the Executive
in connection with the business affairs of the Company and the performance of the Executive’s duties hereunder, in accordance with
Company policy as in effect from time to time.


 


(e)              
Business Travel. Notwithstanding the foregoing, to the extent that the Executive is required to travel during the Employment
Period in connection with the Executive’s duties and responsibilities hereunder, the Company shall, in accordance with Company policy
as in effect from time to time, reimburse the Executive as follows:  (i) for first class commercial air travel for the Executive
(and the Executive’s spouse, if the Executive’s spouse’s presence is required for Company events, consistent with the
Company’s general policies); and (ii) for first-class hotel accommodations.


 


3.                 
Termination of Employment.


 


(a)              
Death or Permanent Disability. The Executive’s employment shall terminate automatically upon the Executive’s
death or if the Executive suffers a Permanent Disability. For purposes of this Agreement, “Permanent Disability” means
the inability of the Executive to perform the essential functions of her job with the Company by reason of a medically determinable physical
or mental impairment that can be expected to last for sixty (60) or more consecutive days or more than ninety (90) days during any three
hundred sixty-five (365) day period, as determined by a duly licensed physician. If the Executive suffers a Permanent Disability during
the Employment Period, the Company may give to the Executive written notice, in accordance with Section 12(b), of its intention
to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective
on the thirtieth (30th) day after the Executive’s receipt of such notice by the Company, provided that, within the thirty
(30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. The Executive
shall fully cooperate in connection with the determination of whether a Permanent Disability exists.


 


(b)              
Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of
this Agreement, “Cause” shall mean, as determined in good faith by a unanimous vote (excluding the Executive if she
is then a member of the Board) of the Board at a meeting of the Board held for such purpose, and where the Executive and the Executive’s
counsel had an opportunity (on at least 15 days prior notice) to be heard before the Board, the Executive’s:


 






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(i)             
conviction, plea of guilty or no contest to any felony;


 


(ii)            
gross negligence or willful misconduct in the performance of the Executive’s duties;


 


(iii)           
drug addiction or habitual intoxication;


 


(iv)          
 commission of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty, material violation of law or a material
act of dishonesty against the Company, in each case that the Board determines was willful;


 


(v)           
material and continued breach of this Agreement, after notice for substantial performance is delivered by the Company in writing
that identifies in reasonable detail the manner in which the Company believes the Executive is in breach of this Agreement;


 


(vi)           
willful material breach of Company policy or code of conduct; or


 


(vii)         
willful and continued failure to substantially perform her duties hereunder (other than such failure resulting from the Executive’s
incapacity due to physical or mental illness);


 


provided, however, that in each case the Company
shall provide the Executive with written notice that an event constituting Cause has occurred (such notice to be provided within sixty
(60) days of the initial occurrence of such event) and specifying the details of such event. With respect to any events described under
Sections 3(b)(ii), (v), (vi) or (vii) above, the Executive shall be given thirty (30) days from her receipt of written notice to cure
such events. If the Executive cures an event during such period that would otherwise constitute Cause, then the Company will have no right
to terminate the Executive’s employment for Cause. For purposes of this provision, no act or omission on the part of the Executive
shall be considered “willful” unless it is done or omitted not in good faith or without reasonable belief that the act or
omission was in the best interests of the Company. Any act or omission by the Executive based upon a resolution duly adopted by the Board
or advice of counsel for the Company shall be conclusively presumed to have been done or omitted in good faith and in the best interests
of the Company. This Section 3(b) shall not prevent the Executive from challenging whether the Board acted in good faith in
determining that Cause exists or that the Executive has failed to cure any act (or failure to act) that purportedly formed the basis for
the Board’s determination in accordance with the procedures set forth in Section 10. In addition, and for the avoidance of
doubt, the burden of proof regarding the existence of Cause shall be on the Company.


 


(c)              
Good Reason. The Executive may terminate the Executive’s employment during the Employment Period for Good Reason.
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s
written consent:


 


(i)             
a material diminution in the Executive’s base compensation;


 


(ii)            
a material diminution in the Executive’s authority, duties or responsibilities;


 


(iii)           
the Executive no longer reports directly to the CEO or the Board;


 


(iv)           
any other action or inaction that constitutes a material breach by the Company of this Agreement; or


 






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(v)           
 any requirement that the Executive relocate or maintain her Principal Location more than fifty (50) miles from Houston, Texas;


 


provided, however, that in each case the Executive
must provide the Company with written notice that an that an event constituting Good Reason has occurred (such notice to be provided within
sixty (60) days of the initial occurrence of such event) and specifying the details of such event. With respect to any events described
under Section 3(c)(i), (ii), (iv) or (v) above, the Company shall be given thirty (30) days from its receipt of written notice to cure
such events. If the Company cures an event during such period that would otherwise constitute Good Reason, then the Executive will have
no right to terminate her employment for Good Reason. Following the occurrence of a Change in Control (as defined below), any claim by
the Executive that Good Reason exists shall be presumed to be valid and correct unless an AAA arbitrator determines, in accordance with
Section 10, that the Company has established by clear and convincing evidence that Good Reason does not exist. A termination of
the Executive’s employment for Good Reason in accordance with this Section 3(c) is intended to be treated as an involuntary
separation from service for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(d)              
Without Cause. Subject to the provisions of this Agreement, the Company shall have the right to terminate the Executive’s
employment hereunder without Cause by providing the Executive with sixty (60) days’ prior written Notice of Termination, and such
termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.


 


(e)              
Without Good Reason. The Executive will have the right to voluntarily terminate her employment hereunder without Good Reason
by providing the Company with sixty (60) days’ prior written Notice of Termination, and such voluntary termination shall not in
and of itself be, nor shall it be deemed to be, a breach of this Agreement.


 


(f)               
Notice of Termination. Any termination by the Company or by the Executive shall be communicated by providing Notice of Termination
to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice of Termination”
means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated, and (iii) the contemplated date of termination.


 


4.                 
Obligations of the Company upon Termination.


 


(a)              
Non-Change in Control Termination (Other than Non-Renewal). If (1) during the Employment Period, the Company shall terminate
the Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability) or (2) during
the Employment Period, the Executive shall terminate her employment for Good Reason, the Company shall have no further obligations to
the Executive except as follows:


 


(i)              the
Company shall pay or provide the Executive, to the extent not theretofore paid, as soon as practicable after the date of termination
(but in no event later than 60 days after the date of termination): (A) accrued Annual Base Salary and vacation pay through the
date of termination; (B) any reimbursement to which the Executive is entitled pursuant to Company policy, but which was not
reimbursed prior to the date of termination; and (C) any other earned but unpaid outstanding compensatory arrangements ((A),
(B) and (C)), together, the “Accrued Benefits”);


 






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(ii)           
the Company shall pay the Executive at the normally scheduled time an amount equal to the product of (x) the Target Bonus Amount
multiplied by (y) a fraction, the numerator of which is the number of days of during such calendar year that the Executive was employed
by the Company and the denominator of which is 365 (the “Prorated Bonus”);


 


(iii)          
the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the
product of one times (1x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination
is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and


 


(iv)          
(A) all prior share Awards (as defined in the Incentive Plan or its predecessor), granted to Executive pursuant to any agreement(s)
entered into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that
are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such Awards
that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause (C) of this
Section 4(a)(iv), (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall
fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture
on the date of termination shall remain outstanding and continue to vest in accordance with the terms and conditions of the grant of the
applicable equity award as if Executive’s employment had continued through the date on which the performance metrics are measured
(and the Company shall take any action that is necessary to ensure that such equity awards remain outstanding under the Incentive Plan),
and at such time such equity awards shall either be vested or forfeited based on the achievement of the applicable performance metrics
(the “Continued Eligibility for Vesting”).


 


The amounts payable or to be
provided under this Section 4(a) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(b),
Section 4(c) and Section 4(d).


 


(b)              
Non-Renewal. If the Executive’s employment is terminated based on the Company electing to not renew or extend the
Employment Period on the fifth (5th) anniversary, or any subsequent anniversary, of the Effective Date, the Company shall have
no further obligations to the Executive except as follows:


 


(i)             
the Accrued Benefits;


 


(ii)            
the Prorated Bonus; and


 


(iii)          
 (A) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest
and become non-forfeitable, and (B) the Continued Eligibility for Vesting.


 






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The amounts payable or to be
provided under this Section 4(b) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(c) and Section 4(d).


 


(c)              
Termination Because of Death or Permanent Disability. If, during the Employment Period, the Executive’s employment
terminates because the Executive dies or as a result of Permanent Disability, the Company shall have no further obligations to the Executive
except as follows:


 


(i)             
the Accrued Benefits;


 


(ii)            
the Prorated Bonus; and


 


(iii)           
(A) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest
and become non-forfeitable, and (B) the Continued Eligibility for Vesting.


 


The amounts payable or to be
provided under this Section 4(c) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(b) and Section 4(d).


 


(d)              
Change in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment
without Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate her employment
for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination
of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive except
as follows:


 


(i)             
the Accrued Benefits;


 


(ii)            
the Prorated Bonus;


 


(iii)           
the Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the
product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the termination
is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and


 


(iv)             (A)
all prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive
and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination
shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting
restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all outstanding Time
Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable,
and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall
fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%) of the number of shares of
Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved as of the date of
termination.


 






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The amounts payable or to be
provided under this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(b) and Section 4(c).


 


(e)              
Condition. The Company shall not be required to make the payments and provide the benefits specified in Sections 4(a)(ii),
4(a)(iii), 4(a)(iv), 4(b)(ii), 4(b)(iii), 4(c)(ii), 4(c)(iii), 4(d)(ii), 4(d)(iii) or 4(d)(iv) hereof unless, prior to payment, the
parties hereto (or the Executive’s estate in the event of Executive’s death) have entered into a release substantially in
the form attached hereto as Exhibit A (for which the applicable seven-day revocation period has expired), prior to the 60th
day following the date of termination, under which the Executive releases the Company, its Affiliates and their officers, directors and
employees from all liability (other than the payments and benefits under this Agreement); provided, that if the time period for executing
and returning the release begins in one taxable year and ends in a second taxable year, any payments shall not commence until the second
taxable year. In the event that such release is not executed and delivered to the Company in accordance with this Section 4(e)
prior to the 60th day following the date of termination (with the applicable seven-day revocation period having expired), the
Executive shall forfeit the payments and benefits specified in Sections 4(a)(ii), 4(a)(iii), 4(a)(iv), 4(b)(ii), 4(b)(iii), 4(c)(ii),
4(c)(iii), 4(d)(ii), 4(d)(iii) or 4(d)(iv) hereof, as applicable.


 


(f)               
Resignation from Certain Directorships. Following the Employment Period or the termination of the Executive’s employment
for any reason, if and to the extent requested by the Board, the Executive agrees to resign from all fiduciary positions (including as
trustee) and from all other offices and positions she holds with the Company and any of its Affiliates; provided, however, that if the
Executive refuses to tender her resignation after the Board has made such request, then the Board shall be empowered to tender the Executive’s
resignation from such offices and positions.


 


5.                 
Certain Definitions.


 


(a)              
For purposes of this Agreement, “Change in Control” shall mean a “Change of Control,” as defined
in the Incentive Plan; provided, that notwithstanding anything to the contrary in the Incentive Plan or this Agreement, any transaction
with Pershing Square Capital Management, L.P. or any of its Affiliates shall not be deemed to be a Change in Control, unless otherwise
determined by the Board.


 


(b)               For
purposes of this Agreement, “Affiliate” means, with respect to any Person, (A) if such Person is not an
individual, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise or any entity in which such Person has a
substantial equity interest, and (B) if such Person is an individual, a spouse of such Person, or any child or parent of such
Person. For purposes of this Agreement, “Person” means any individual, partnership, corporation, limited
liability company, association, business trust, joint venture, business entity or other entity of any kind or nature, including any
business unit of such Person.


 






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6.                 
No Mitigation. In no event shall the Executive be obligated to seek or obtain other employment
after the date of termination, or take any other action by way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and such amounts shall not be reduced, whether or not the Executive obtains other employment. The Company
may offset any amounts that it owes to the Executive by any amounts that the Executive owes to the Company or its Affiliates; provided
that, in no event, shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes
of Section 409A of the Code be subject to offset by any amount unless such offset is expressly permitted under Section 409A of the
Code.


 


7.                 
Potential Reductions.


 


(a)               Notwithstanding
any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive
(including, without limitation, any payment or benefit received in connection with a Change in Control or the termination of the
Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement)
(all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any
excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then,
after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan,
program, arrangement or agreement, the Company will reduce the Executive’s payments and/or benefits under this Agreement, to
the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero), in
the following order: (i) any cash severance amount, as described in Sections 4(d)(ii) and 4(d)(iii); and (ii) any
acceleration of outstanding equity compensation, as described in Section 4(d)(iv) hereof (the payments and benefits set forth
in clauses (i) through (ii) of this Section 7(a), together, the “Potential Payments”); provided, however,
that the Potential Payments shall only be reduced if (A) the net amount of such Total Payments, as so reduced (and after
subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the
phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to
(B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and
local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such
unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to
such unreduced Total Payments). For purposes of determining whether and the extent to which the Total Payments will be subject to
the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such
time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be
taken into account; (ii) no portion of the Total Payments shall be taken into account which does not constitute a
 “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of
Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account
which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code,
in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable
compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments
shall be determined by in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.


 






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(b)              
All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed,
whether the Total Payments shall be reduced, the amount of any such reduction and the assumptions to be utilized in arriving at such determinations
not expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or compensation consulting firm
mutually acceptable to the Company and Executive (the “Determination Firm”) which shall provide detailed supporting
calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company that a payment is due
to be made hereunder, or such earlier time as is requested by the Executive. All reasonable fees and expenses of the Determination Firm
shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Executive, absent
manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination
by the Determination Firm hereunder, it is possible that payments which Executive was entitled to, but did not receive as a result of
application of Section 7, could have been made without the imposition of the Excise Tax (“Underpayment”), consistent
with the calculations required to be made hereunder. In such event, the Determination Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive but no later than
March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such
Underpayment arises.


 


(c)              
The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this
Section 7 shall not of itself limit or otherwise affect any other rights of the Executive under this Agreement.


 


8.                 
Restrictive Covenants.


 


(a)              
Non-Solicit. During the Employment Period, and for a twelve (12) month period after the Executive’s employment is
terminated for any reason, the Executive shall not (except in connection with the performance of her duties for the Company) in any manner,
directly or indirectly (without the prior written consent of the Company) Solicit (as defined below) anyone who is then an employee or
independent contractor of the Company or its Affiliates (or who was an employee or independent contractor of the Company or its Affiliates
within the prior twelve (12) months to resign from the Company or its Affiliates or to apply for or accept employment with any other business
or enterprise. For purposes of this Agreement, “Solicit” means any direct or indirect communication of any kind, regardless
of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.


 






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(b)              
 Confidential Information. The Executive hereby acknowledges that, as an employee of the Company, she will be making use
of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its Affiliates
and their strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information
is the exclusive property of the Company and its Affiliates, is material and confidential, and is critical to the successful conduct of
the business of the Company and its Affiliates. Accordingly, the Executive hereby covenants and agrees that she will use confidential
information for the benefit of the Company and its Affiliates only and shall not at any time, directly or indirectly, during the term
of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity
whatsoever, or use any confidential information for her own benefit or for the benefit of others. Notwithstanding the foregoing, the Executive
shall be authorized to disclose confidential information (i) as may be required by law or legal process after providing the Company
with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), or (ii) with
the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Executive shall not be prohibited
from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing
confidential information to the extent required by law or legal process or permitted by Section 21F of the Exchange Act; (iii) cooperating,
participating or assisting in any government or regulatory entity investigation or proceeding; or (iv) receiving an award for information
provided to any government agency that is responsible for enforcing the law.


 


(c)              
Non-Competition. During the Employment Period, and for a twelve (12) month period after the Executive’s employment
is terminated for any reason, the Executive shall not directly or indirectly (whether for compensation or otherwise) own or hold any interest
in, manage, operate, control, consult with, render services for, or in any manner participate in any business that is directly competitive
with the business of the Company, either as a general or limited partner, proprietor, shareholder, officer, director, agent, employee,
consultant, trustee, Affiliate or otherwise. Nothing herein shall prohibit the Executive from being a passive owner of not more than 2%
of the outstanding securities of any publicly traded company engaged in the business of the Company. 


 


(d)              
Survival. Any termination of the Executive’s employment or of this Agreement shall have no effect on the continuing
operation of this Section 8.


 


(e)              
Non-Disparagement. During the Employment Period and thereafter, the Executive shall not, in any manner, directly or indirectly
through another person or entity, knowingly make any false or any disparaging or derogatory statements about the Company, any of its Affiliates
or any of their employees, officers or directors. The Company, in turn, agrees that it will not make, in any authorized corporate communications
to third parties, and it will direct the members of the Board and the executive officers of the Company, not to in any manner, directly
or indirectly through another person or entity, knowingly make any false or any disparaging or derogatory statements about the Executive;
provided, however, that nothing herein shall prevent either party from giving truthful testimony or from otherwise making good faith statements
in connection with legal investigations or other proceedings.


 






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(f)               
 Enforcement. If, at the time of enforcement of this Section 8, a court of competent jurisdiction holds that the
restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope
or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because the Executive’s
services are unique and because the Executive has access to confidential information, the parties hereto agree that money damages would
be an inadequate remedy for any breach of this Section 8. Therefore, in the event of a breach or threatened breach of this Agreement,
the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of
competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations of, the
provisions hereof.


 


9.                 
Successors.


 


(a)              
This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s legal representatives.


 


(b)              
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


(c)              
The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform it if no such succession had taken place. Upon the occurrence of
a Change in Control, the Company will similarly require the acquiring entity to assume the Company’s obligations under this Agreement.
As used in this Agreement, “Company” shall mean the Company as defined above and any successor to its business and/or
assets (or the acquiring entity upon the occurrence of a Change in Control as described and defined above).


 


10.             
Disputes.


 


(a)              
Jurisdiction and Choice of Forum. Except as set forth in Section 8(f), all disputes directly or indirectly arising
under or related to the employment of the Executive or the provisions of this Agreement shall be settled by final and binding arbitration
under the rules of the American Arbitration Association (“AAA”) then in effect, such arbitration shall be held in Houston,
Texas, as the sole and exclusive remedy of the parties. The arbitration shall be heard by one (1) AAA arbitrator who shall be selected
by AAA. The arbitrator shall have the authority to order expedited discovery and shall set a hearing within ninety (90) days following
the arbitrator’s appointment as arbitrator by the AAA. The arbitrator shall render an award and decision not later than thirty (30)
days following the closing of arbitration hearing. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
The prevailing party in any arbitration hearing shall also be entitled to recover her/its costs and attorneys’ fees.


 






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(b)              
 Governing Law. This Agreement and any disputes, claims or defenses arising under it will be governed by and construed in
accordance with the law of the State of Delaware applicable to contracts made and to be performed entirely within that State.


 


11.             
Section 409A of the Code.


 


(a)              
Compliance. The intent of the parties is that payments and benefits under this Agreement are either exempt from or comply
with Section 409A of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall
be interpreted to that end. The parties acknowledge and agree that the interpretation of Section 409A and its application to the terms
of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. In no event whatsoever
shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A or any damages for
failing to comply with Section 409A.


 


(b)              
Six Month Delay for Specified Employees. If any payment, compensation or other benefit provided to the Executive in connection
with her employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation”
within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part
of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier,
the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been
paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump
sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date
shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.


 


(c)              
Termination as a Separation from Service. A termination of employment shall not be deemed to have occurred for purposes
of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination
of employment until such termination is also a “separation from service” within the meaning of Section 409A and for
purposes of any such provision of this Agreement, references to a “resignation,” “termination,”
 “terminate,” “termination of employment” or like terms shall mean separation from service.


 


(d)              
Payments for Reimbursements and In-Kind Benefits. All reimbursements for costs and expenses under this Agreement shall be
paid in no event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section
409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and
(ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the
expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.


 


(e)               Payments
within Specified Number of Days. Whenever a payment under this Agreement specifies a payment period with reference to a number
of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment
within the specified period shall be within the sole discretion of the Company.


 






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(f)               
Installments as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for purposes of
Section 409A, each installment shall be treated as a separate payment.


 


12.             
Miscellaneous.


 


(a)              
Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.


 


(b)              
Notices. Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered,
mailed by certified or registered mail, return receipt requested, or by email transmission. The parties agree that any notices shall be
given at the following addresses; provided that the parties may change, at any time and from time to time, by written notice to the other,
the address which it or she had previously specified for receiving notices:


 


If to the Executive:


 


at the Executive’s primary residential address


as
shown on the records of the Company


 


If to the Company:


 


at the Company’s corporate headquarters


Attention: Office of the General Counsel


 


with a copy to:


 


William A. Ackman, Chairman of the Board


888 Seventh Avenue, 42nd Floor


New York, NY 10019


 


or to such other address as either party shall
have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by
the addressee.


 


(c)              
Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.


 


(d)              
Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign
taxes as shall be required to be withheld pursuant to any applicable law or regulation.


 






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(e)              
 Compliance with Dodd-Frank. All payments under this Agreement, if and to the extent they are subject to the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), shall be subject to any incentive compensation
policy established from time to time by the Company to comply with the Dodd-Frank Act. The Executive acknowledges and agrees that the
Company may from time to time establish incentive compensation policies that may apply to this Agreement and the awards contemplated hereunder.


 


(f)               
No Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this
Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the Company’s
right to terminate the Executive for Cause pursuant to Section 3 (subject to Executive’s right to challenge such determination
in accordance with the provisions set forth in Section 3), shall not be deemed to be a waiver of such provision or right or any
other provision or right of this Agreement.


 


(g)              
No Strict Construction. It is the parties’ intention that this Agreement not be construed more strictly with regard
to the Executive or the Company.


 


(h)              
Entire Agreement. This Agreement shall supersede any other employment or severance agreement or similar arrangements between
the parties, and shall supersede any prior understandings, agreements or representations by or among the parties, written or oral, whether
in term sheets, presentations or otherwise (including, without limitation, the Original Agreement), relating to the subject matter hereof.
In the event of any inconsistency or conflict between any terms, definitions or conditions of this Agreement and the terms, definitions
or conditions of any other agreement, the terms, definitions and conditions of this Agreement shall govern and control.


 


(i)                
Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument.


 


(j)                
Section References; Captions. Any reference to a “Section” herein is a reference to a section of this Agreement
unless otherwise stated. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.


 


[Remainder of page intentionally left blank]


 






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IN WITNESS WHEREOF, the Executive
has hereunto set the Executive’s hand and, pursuant to the authorization from the Board or other duly authorized governing body,
the Company has caused these presents to be executed in its name on its behalf, all effective as of the Effective Date.


 



 


	 	EXECUTIVE
	 	 
	 	/s/ Correne S. Loeffler
	 	 
	 	Correne S. Loeffler




 


	 	THE HOWARD HUGHES CORPORATION
	 	 
	 	By:	 /s/ David R. O’Reilly
	 	 	Name: David R. O’Reilly
	 	 	Title: Chief Executive Officer




 


[Signature Page to O’Reilly
Employment Agreement]


 






     


     


    

 


EXHIBIT A


 


WAIVER AND RELEASE AGREEMENT


 


This Waiver and Release Agreement
(hereinafter “Release”) is entered into among Correne S. Loeffler (hereinafter “Executive”) and
The Howard Hughes Corporation, a Delaware corporation (the “Company”).


 


The parties previously entered
into an employment agreement effective as of April 26, 2021 (the “Employment Agreement”), pursuant to which Executive
is entitled to certain payments and benefits upon termination of employment subject to the execution and nonrevocation of this Release.
Executive has had a termination of employment pursuant to the Employment Agreement.


 


NOW THEREFORE, in consideration
of certain payments and benefits under the Employment Agreement, Executive and the Company agree as follows:


 


1.                  Executive
expressly waives and releases the Company, its affiliates and related entities, parent corporations and subsidiaries, and all
current and former directors, administrators, supervisors, managers, agents, officers, partners, stockholders, attorneys, insurers
and employees of the Company and its affiliates, related entities, parent corporations and subsidiaries, and their successors and
assigns (the “Company Released Entities”), from any and all claims, actions and causes of action, at law or in
equity, known or unknown, including, without limitation, those directly or indirectly relating to or connected with
Executive’s employment with the Company or termination of such employment, including but not limited to any and all claims
under the Texas Commission on Human Rights Act, the Texas Payday Act, the Employee Retirement Income Security Act of 1974, Title VII
of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, as such Acts have
been amended, and all other forms of employment discrimination whether under federal, state or local statute or ordinance, wrongful
termination, retaliatory discharge, breach of express, implied, or oral contract, interference with contractual relations,
defamation, intentional infliction of emotional distress and any other tort or contract claim under common law of any state or for
attorneys’ fees, based on any act, transaction, circumstance or event arising up to and including the date of
Executive’s execution of this Release; provided, however, that (i) nothing herein shall limit or impede Executive’s
right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity
Commission, or any similar local, state or federal agency, or to file a claim for unemployment compensation benefits, and/or any
causes of action which by law Executive may not legally waive, (ii) Executive does not release the Company Released Entities from
any rights and/or claims (a) Executive may have that arise after the date Executive signs this Release, (b) that by law cannot be
waived by private agreement, (c) to enforce the Employment Agreement in accordance with its terms (including the severance
provisions set forth in the Employment Agreement), subject to the terms of this Release or (d) to enforce this Release. Executive
agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any
cause of action or liability released in this Release, Executive waives any right to, and will not accept, any payments, monies,
damages, or other relief, awarded in connection therewith. Notwithstanding anything to the contrary in this Release, Executive shall
not be prohibited from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, maintaining
the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing confidential
information to the extent required by law or legal process or permitted by Section 21F of the Securities Exchange Act of 1934;
(iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding; or (iv)
receiving an award for information provided to any government agency that is responsible for enforcing the law. The Company
expressly waives and releases Executive from any and all claims, actions and causes of action, at law or in equity, known or
unknown, arising prior to the Effective Date; provided, however, the Company does not release Executive from any of the following
rights and/or claims: (i) any rights and/or claims the Company may have that arise after the date Executive signs this Release; (ii)
any rights and/or claims that by law cannot be waived by private agreement; (iii) any rights and/or claims which are based upon any
acts or omissions of Executive that involve fraud or arising out of acts that constitute a violation of criminal laws; (iv) any
rights and/or claims to enforce the Employment Agreement in accordance with its terms (including the restrictive covenants set forth
in the Employment Agreement), subject to the terms of this Release; or (v) any rights and/or claims to enforce this Release.


 






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2.                 
Executive acknowledges: (a) that Executive has been advised in writing hereby to consult with an attorney before signing this
Release, and (b) that Executive has had at least [twenty-one (21)][forty-five (45)] days after receipt of this information and Release
to consider whether to accept or reject this Release. Executive understands that Executive may sign this Release prior to the end of such
[twenty-one (21)][forty-five (45)] day period, but is not required to do so. In addition, Executive has seven (7) days after Executive
signs this Release to revoke it. Such revocation must be in writing and delivered either by hand or mailed and postmarked within the seven
(7) day revocation period. If sent by mail, it is requested that it be sent by certified mail, return receipt requested to the Company,
in care of the office of the General Counsel. If Executive revokes this Release as provided herein, it shall be null and void. If Executive
does not revoke this Release within seven (7) days after signing it, this Release shall become enforceable and effective on the eighth
(8th) day after the Executive signs this Release (the “Effective Date”).


 


3.                 
Executive and the Company agree that neither this Release nor the performance hereunder constitutes an admission by the Company
or any of its affiliates of any violation of any federal, state or local law, regulation, or common law, or any breach of any contract
or any other wrongdoing of any type.


 


4.                 
This Release shall be construed and enforced pursuant to the laws of the State of Delaware as to substance and procedure, including
all questions of conflicts of laws.


 






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5.                  This
Release constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements, if any, between the parties relating to the subject matter thereof; provided that this Release does not
apply to: (a) any claims under employee benefit plans subject to the Employee Retirement Income Security Act of 1974 in
accordance with the terms of the applicable employee benefit plan, or any option agreement or other agreement pursuant to which
Executive may exercise rights after termination of employment to acquire stock or other equity of the Company, (b) any claim
under or based on a breach of this Release or Sections 4 or 8 of the Employment Agreement after the date that Executive signs this
Release; (c) rights or claims that may arise under the Age Discrimination in Employment Act or otherwise after the date that
Executive signs this Release; or (d) any right to indemnification or directors and officers liability insurance coverage to
with Executive is otherwise entitled in accordance with the Employment Agreement.


 


6.                 
EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS FULLY READ AND FULLY UNDERSTANDS THIS RELEASE; AND THAT EXECUTIVE ENTERED INTO IT FREELY
AND VOLUNTARILY AND WITHOUT COERCION OR PROMISES NOT CONTAINED IN THIS RELEASE.


 


	EXECUTIVE	 
	 	 
	 	              
	Correne S. Loeffler	 




 


	THE HOWARD HUGHES CORPORATION	 
	 	 
	 	 
	By:	 	 
	 	Name:	 	             
	 	Title:	 	 



 






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