Exhibit 10.1


 


EXECUTION
COPY


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (the “Agreement”),
dated as of October 27, 2010 (the “Effective
Date”) is entered into by and between New GGP, Inc., a Delaware
corporation (the “Company”) and
Sandeep Mathrani (the “Executive”).  The Company shall cause GGP Limited
Partnership, a Delaware limited partnership (the “Partnership” and together with the Company, the “Companies”) to become a party to this
Agreement as of the effective date of the Third Amended Joint Plan of
Reorganization of General Growth Properties, Inc. and other debtors under
Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as
may be further modified (the “Joint Plan of
Reorganization”).


 


RECITALS


 


The
Companies desires to employ the Executive upon and subject to the terms and
conditions set forth in this Agreement and to enter into an agreement embodying
the terms of such employment.


 


The
Executive desires to accept such employment upon and subject to the terms and
conditions set forth in this Agreement.


 


The
parties desire to enter into this Agreement;


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.                                       Employment Period.  The Companies
hereby agree to employ the Executive, and the Executive hereby agrees to work
in the employ of the Companies, subject to the terms and conditions of this
Agreement, for the period commencing on the January 17, 2011(the “Commencement Date”) and ending, unless
terminated earlier pursuant to Section 3 hereof, on the fifth
anniversary of the Commencement Date (the “Employment
Period”).  The Employment
Period shall automatically be extended for an additional one year period on the
fifth anniversary of the Commencement Date and each subsequent anniversary of
the Commencement Date, unless either party provides written notice in
accordance with Section 11(b) hereof of such party’s intention
not to extend the Employment Period at least ninety days prior to the
applicable anniversary.


 


2.                                       Terms of Employment.


 


(a)                                  Position and Duties.


 


(i)                                     During the Employment Period, the Executive shall serve as
Chief Executive Officer of the Company and of the Partnership, with the
appropriate authority, duties and responsibilities attendant to such position
and any other duties commensurate with the position of Chief Executive Officer
of the Company and of the Partnership that may be reasonably assigned by the
Company’s Board of Directors (the “Board”).  The Executive shall report solely to the
Board.  The Company shall cause the
Executive to be nominated for election to the Board during the Employment
Period.


 


(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 his business attention and time to the business and affairs
of the Companies, and to use the Executive’s 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) serve on corporate boards or committees of businesses
that are not competitors of the Company, with prior written 


 

















 


approval
of the Board, (B) serve on civic or charitable boards or committees, and (C) manage
personal investments, so long as such activities do not, individually or in the
aggregate, interfere with the performance of the Executive’s responsibilities
as an employee of the Companies in accordance with this Agreement; provided,
however, for greater clarity, during the Employment Period, the Executive shall
not hold any other management positions at other companies.


 


(iii)                               The Executive represents and warrants to the Companies that (A) neither
the execution nor delivery of this Agreement nor the performance of the
Executive’s duties hereunder violates or will violate the provisions of any
other agreement to which the Executive is a party or by which the Executive is
bound and (B) the Executive will not use or disclose, in connection with
his employment by the Companies, any confidential and/or trade secret
information of any of his prior employers or any other party.


 


(iv)                              Place of Performance.
The principal place of employment of Executive will be at the Company’s
principal executive offices in Chicago, Illinois.  The Executive understands that he shall
regularly be required to travel in connection with the performance of his
duties hereunder.


 


(vii)                           As of the Effective Date and continuing until the
Commencement Date the Executive agrees to provide consulting services to the
Companies, as may be mutually agreed by the parties.


 


(b)                                 Compensation.


 


(i)                                     Annual Base Salary.  During the
Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of $1,200,000 payable
in equal installments in accordance with the Partnership’s normal payroll
practice for its senior executives, subject to the Executive’s continued active
employment with the Company and the Partnership.


 


(ii)                                  Bonus.  Commencing with the 2011 fiscal year, the
Executive shall be eligible under the Company’s annual bonus plan in effect
from time to time for a target annual bonus opportunity of $1,500,000 (the “Target Annual Bonus”), which during the
first two years of the Employment Period shall consist of a guaranteed minimum
bonus of $1,000,000 and a discretionary bonus in the amount of $500,000 per
annum and thereafter shall consist of a discretionary bonus in the amount of
$1,500,000.  The guaranteed portion of
the Target Annual Bonus shall not be subject to any performance measures and
objectives.  The discretionary portion of
the Target Annual Bonus shall be subject to such performance measures and
objectives as may be established by the Compensation Committee of the Board (“Compensation Committee”) from time to time
in consultation with the Executive under the Company’s annual bonus plan,
including variations in amount based on the level of performance achieved.  The amount of the annual bonus that is
payable is referred to as the “Annual Bonus.”  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 15th following the end of
the fiscal year to which such Annual Bonus relates.  The Executive shall not be paid any Annual
Bonus with respect to a fiscal year unless the Executive is employed on the
date such Annual Bonus is paid, subject to Section 4 hereof.


 


(iii)                               Options.  On the Effective Date the Company shall grant
the Executive an option (the “Option”)
covering two million shares of the Company’s common stock (“Common Stock”), with an exercise price per
share equal to $10.25.  The Option shall
vest in four equal 


 


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annual
installments each of the first four anniversaries of the Commencement Date and
shall be subject to the terms and conditions set forth in the Company’s 2010
Equity Incentive Plan and an option agreement entered into thereunder, which
shall not be inconsistent herewith.  The
Option shall immediately vest in full upon the Executive’s termination of
employment due to death or Disability, by the Company without Cause or by the
Executive for Good Reason.  After taking
into account any vesting that occurs in connection with the two preceding
sentences, upon the Executive’s termination of employment, the unvested portion
of the Option shall be immediately forfeited. 
The Option may be exercised, to the extent then vested, at any time
prior to the earliest to occur of (i) the tenth (10th) anniversary of the
date of grant, (ii) the date of the Executive’s termination of employment
by the Company for Cause, (iii) one year following the date of the
Executive’s termination of employment due to death or disability, and (iv) sixty
days following the date of the Executive’s termination of employment for any
other reason.


 


(iv)                              Restricted Stock.  As of the effective
date of the Joint Plan of Reorganization, the Company shall grant the Executive
1,500,000 shares of Common Stock (the “Restricted
Stock”).  The Restricted Stock
shall vest in three equal annual installments each of the first three
anniversaries of the Commencement Date and shall be subject to the terms and
conditions set forth in the Company’s 2010 Equity Incentive Plan and a
restricted stock agreement entered into thereunder, which shall not be
inconsistent herewith.  The Restricted
Stock Grant shall immediately vest in full upon the Executive’s death or
termination for Disability, by the Company without Cause or by the Executive
for Good Reason.


 


(v)                                 Annual Equity Awards.  Each fiscal year
during the Employment Period, commencing with the 2012 fiscal year, the
Executive shall be entitled to receive an annual equity award at the same time
that other senior executives of the Company are generally granted equity
awards.  Each such annual equity award
may be an award of stock options or an award of restricted stock, at the
election of the Executive.  If the
Executive elects to receive a stock option (“Annual
Option Award”), such option shall provide the Executive with the
right and option to purchase a number of Common Shares equal to five times the
Executive’s Annual Base Salary for the previous year divided by the price per
share of Common Stock on the date the Compensation Committee approves or
determines annual option grants for senior executives of the Company
generally.  All Annual Option Awards
shall have an exercise price per share equal to the fair market value of a
share of Common Stock on the date of grant (as determined by the Board,
consistent with Section 409A).  If
the Executive elects to receive restricted stock (“Annual Restricted Stock Award”), such award shall consist of
a number of Common Shares equal in value on the date of grant to the value of
the Annual Option Award the Executive could have elected to receive on such
date using the Black-Scholes pricing model, as determined by the Board in good
faith.  Each Annual Option Award or
Annual Restricted Stock Award shall vest in four equal annual installments each
of the first four anniversaries of the date of grant and shall be subject to
the terms and conditions set forth in the Company’s 2010 Equity Incentive Plan
and an award agreement entered into thereunder, which shall not be inconsistent
herewith.  Each outstanding Annual Option
Award and Annual Restricted Stock Award shall immediately vest in full upon the
Executive’s termination of employment due to death or Disability.  The portion of each outstanding Annual Option
Award and Annual Restricted Stock Award that would have otherwise vested had
the Executive remained employed through the second anniversary of the Date of
Termination shall immediately vest upon the Executive’s termination of
employment by the Company without Cause or by the Executive for Good Reason,
and the remainder of each outstanding Annual Option Award and Annual Restricted
Stock Award shall be immediately forfeited. 
After taking into account any vesting that occurs in connection with the
two preceding sentences, upon the Executive’s termination of employment, the
unvested portion of each Annual Option Award and Annual Restricted Stock Award
shall be immediately forfeited.  The
Annual 


 


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Option
Awards may be exercised, to the extent then vested, at any time prior to the earliest
to occur of (i) the tenth (10th) anniversary of the date of grant, (ii) the
date of the Executive’s termination of employment by the Company for Cause, (iii) one
year following the date of the Executive’s termination of employment due to
death or disability, and (iv) sixty days following the date of the
Executive’s termination of employment for any other reason.  For the avoidance of doubt, in no event may
the Executive receive both an Annual Option Award and an Annual Restricted
Stock Award in a single year.


 


(vi)                              Signing Bonus.  On the Partnership’s
first payroll date following the Commencement Date the Companies shall pay to
the Executive a cash signing bonus in the amount of $1,000,000.


 


(vii)                           Relocation Allowance.  The Company shall
promptly reimburse the Executive for reasonable and properly documented
expenses relating to the Executive’s relocation from New York, New York to the
Chicago, Illinois area, which shall include the costs of moving the
Executive, his family and possessions to the Chicago, Illinois area.  In addition, for so long as the Executive’s
residence remains in New York, New York (but for no longer than the first
anniversary of the Commencement Date), the Company shall reimburse the
Executive for reasonable expenses incurred for temporary living accommodations
for the Executive in the Chicago, Illinois area, and reasonable air travel
expenses between New York, New York and Chicago, Illinois.  In no event may the aggregate amount
reimbursed pursuant to this Section 2(b)(vii) exceed $350,000.


 


(viii)                        Indemnification.  The Companies
agrees that if Executive is made a party to or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”), by reason of the fact that Executive is
or was a trustee, director or officer of the Companies or is or was serving at
the request of the Companies, or any subsidiary or either thereof as a trustee,
director, officer, member, employee or agent of another corporation or a partnership,
joint venture, trust or other enterprise, including, without limitation,
service with respect to employee benefit plans, whether or not the basis of
such Proceeding is alleged action in an official capacity as a trustee,
director, officer, member, employee or agent while serving as a trustee,
director, officer, member, employee or agent, Executive shall be indemnified
and held harmless by the Companies to the fullest extent authorized by Delaware
law, as the same exists or may hereafter be amended, against all costs and
expenses incurred or suffered by Executive in connection therewith, and such
indemnification shall continue as to Executive even if Executive has ceased to
be an officer, director, trustee or agent, or is no longer employed by the Companies
and shall inure to the benefit of his heirs, executors and administrators.  The indemnification provided therein shall
continue for a period of 6 years following the time the Executive’s employment
is terminated, or for such longer period as may be provided in the Companies’
bylaws or permitted under applicable law.


 


(c)                                  Benefits.  During the Employment Period, except as
otherwise expressly provided herein, the Executive shall be entitled to
participate in all employee benefit and other 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 weeks per year in
accordance with the Company’s vacation policy in effect from time to time.  During the Employment Period, the Companies
shall reimburse the Executive in the amount of the premiums paid by the 


 


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Executive
on $10,000,000 worth of term life insurance coverage which shall be owned by
the Executive and be for the benefit of the beneficiaries designated by the
Executive.


 


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


 


(e)                                  Car Allowance/Automobile.  During the
Employment Period, the Company shall provide Executive with an automobile and
shall reimburse the Executive for the expenses of operating such automobile,
including gas, oil, repairs and insurance. 
During the Employment Period the Executive will receive a new car every
three years or allowance depending upon Company’s policy at the time.


 


3.                                       Termination of Employment.


 


(a)                                  Death or Disability.  The Executive’s
employment shall terminate automatically upon the Executive’s death during the
Employment Period.  If the Company
determines in good faith that the Disability of the Executive has occurred
during the Employment Period (pursuant to the definition of Disability set
forth below), the Company may give to the Executive written notice, in
accordance with Section 11(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
30th day after the Executive’s receipt of such notice by the Company (the “Disability Effective Date”), provided,
that within the 30 days after such receipt, the Executive shall not have
returned to full-time performance of the Executive’s duties.  For purposes of this Agreement, “Disability” shall mean a determination by
independent competent medical authority (selected by the Board) that the
Executive is unable to perform his duties under this Agreement and in all reasonable
medical likelihood such inability will continue for a period in excess of 180
days in any 365 day period.  The
Executive shall fully cooperate in connection with the determination of whether
Disability exists.


 


(b)                                 Cause.  The Company may terminate the Executive’s
employment during the Employment Period with or without Cause.  For purposes of this Agreement, “Cause” shall mean the Executive’s:


 


(i)                                     conviction, plea of guilty or no contest to any felony or
crime of dishonesty or moral turpitude;


 


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


 


(iii)                               drug addiction or habitual intoxication that adversely
effects the Executive’s job performance or the reputation or best interests of
the Companies;


 


(iv)                              commission of fraud, embezzlement, misappropriation of
funds, breach of fiduciary duty or a material act of dishonesty against the
Companies;


 


(v)                                 material breach of this Agreement;


 


(vi)                              noncompliance with Company policy or code of conduct; or


 


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(vii)                           willful and continued failure to substantially perform his
duties hereunder (other than such failure resulting from Executive’s incapacity
due to physical or mental illness) after demand for substantial performance is
delivered by the Company in writing that specifically identifies the manner in
which the Company believes Executive has not substantially performing his
duties;


 


unless, in
the case of clauses (ii), (v) and (vi), the event constituting Cause is
curable and has been cured by the Executive within 30 business days of his
receipt of notice from the Company that an event constituting Cause has
occurred and specifying the details of such event.


 


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 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. 
“Cause” shall not include bad judgment or failure of the Company or
Partnership to meet financial performance objectives.  This Section 3(b) shall not
prevent Executive from challenging in any court of competent jurisdiction the
Board’s determination that Cause exists or that Executive has failed to cure
any act (or failure to act) that purportedly formed the basis for the Board’s
determination.


 


(c)                                  Resignation.  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 Executive’s
written consent:  (i) a material
adverse change in the Executive’s duties or responsibilities, (ii) a
reduction of the Executive’s salary, (iii) the relocation of the Executive’s
principal place of employment to anywhere other than the Company’s principal
office, (iv) a material breach of this Agreement by the Companies, or (v) the
failure by the Companies to obtain written assumption of this Agreement by a
purchaser or successor of the Company; provided, that, the Executive must
provide a Notice of Termination to the Company within 60 days of the occurrence
of the event constituting Good Reason, and in the event the Executive provides
notice of Good Reason pursuant to clause (i), (ii), (iv) or (v) above,
the Company shall have the opportunity to cure such event constituting Good
Reason within 30 days of receiving such notice.


 


(d)                                 Without Cause.  The Company will
have the right to terminate Executive’s employment hereunder without Cause by
providing Executive with a 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.  This means that,
notwithstanding this Agreement, Executive’s employment with the Company will be
“at will.”


 


(e)                              Without Good Reason.  Executive will have
the right to terminate his employment hereunder without Good Reason by
providing the Company with a 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.


 


(f)                                    Notice of Termination.  Any termination by
the Company or by the Executive shall be communicated by Notice of Termination
to the other party hereto given in accordance with Section 11(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 


 


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and (iii) if
the Date of Termination (as defined below) is other than the date of receipt of
such notice, specifies the Date of Termination. 
The failure by the Company to set forth in the Notice of Termination any
fact or circumstance which contributes to a showing of Cause shall not waive
any right of the Company, hereunder, or preclude the Company, from asserting
such fact or circumstance in enforcing the Company’s rights hereunder.


 


(g)                                 Date of Termination.  “Date of Termination” means (i) if the
Executive’s employment is terminated by the Company other than for Disability,
the date of receipt of the Notice of Termination or any later date specified
therein within 90 days of such notice, (ii) if the Executive’s employment
is terminated by the Executive, 30 days after receipt of the Notice of
Termination (provided, that the Company may accelerate the Date of Termination
to an earlier date by providing the Executive with notice of such action) (iii) if
the Executive’s employment is terminated by reason of death or Disability, the
Date of Termination shall be the date of the Executive’s death or the
Disability Effective Date, as the case may be, and (iv) if Executive’s
employment is terminated by expiration of this Agreement, the date of
expiration of this Agreement.


 


4.                                       Obligations of the Company upon Termination.


 


(a)                                  Other Than For Cause.  If, during the
Employment Period, the Company shall terminate the Executive’s employment other
than for Cause or Disability, or if Executive shall terminate his employment
for Good Reason, or if the Executive’s employment shall terminate because of
the Company’s delivery of a notice of non-extension pursuant to Section 1
hereof, 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, (A) a lump sum in cash as soon as practicable
after the Date of Termination in an amount equal to the sum of (1) the
Annual Base Salary (which shall be the Annual Base Salary prior to reduction if
the termination is for Good Reason because of a reduction in Annual Base
Salary) through the Date of Termination, (2) and accrued vacation pay
through the Date of Termination, and (B) any other amounts or benefits
required to be paid or provided pursuant to applicable law, (the total of (A) and
(B), the “Accrued Benefits”);


 


(ii)                                  the Company shall pay the Executive a pro rata portion of
the Annual Bonus for the year in which the Date of Termination occurs, in an
amount determined by multiplying the Annual Bonus most recently paid to the
Executive prior to the Date of Termination (or if the Date of Termination
occurs prior to the payment of any Annual Bonus, $1,000,000) by a fraction, the
numerator of which is the number of days the Executive was employed during the
year in which the Date of Termination occurs and the denominator of which is
365 (the “Pro-Rata Bonus”).  The amount described in this Section 4(a)(ii) shall
be paid at the same time as the Annual Bonus for such year is paid to other
executives of the Company; provided it shall be paid no later than March 15
of the year following the year in which the Date of Termination occurs;


 


(iii)                               the Company shall pay the Executive an amount equal to 200%
of the sum of the Annual Base Salary plus the Annual Bonus most recently paid
to the Executive prior to the Date of Termination (or if the Date of
Termination occurs prior to the payment of any Annual Bonus, $1,000,000),
payable in equal monthly installments over the two year period following the
Date of Termination, in accordance with the Partnership’s normal payroll
practices;


 


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(iv)                              the outstanding equity awards contemplated by Section 2(b) shall
vest in accordance with Section 2(b) hereof;


 


(v)                                 the Company shall pay any unpaid Annual Bonus for a fiscal
year ending prior to the Date of Termination, which shall be paid at the same
time as set forth in Section 2(b)(ii) hereof;


 


(vi)                              the Company shall provide coverage or pay an amount equal to
the applicable COBRA premium rate, if any, for the Executive, his spouse and
his eligible dependents (the “COBRA Benefits”)
through the second anniversary of the Date of Termination with respect to any
welfare benefits for which the Executive elects COBRA coverage; and


 


(vii)                           the Company shall transfer title to Executive, and Executive
shall be entitled to keep the Company-owned BlackBerry, i-pad, laptop computer
and cell phone used by the Executive during the Employment Period, subject to
the removal of all confidential and proprietary information of the Company.


 


(b)                                 Death; Disability.  If, during the
Employment Period, the Executive’s employment shall terminate on account of
death (other than via death after delivery of a valid Notice of Termination
with or without Cause) or Disability, the Company shall have no further
obligations to the Executive other than to provide the Executive (or his
estate) (i) the Accrued Benefits;  (ii) the
Pro-Rata Bonus, paid in a lump sum in cash as soon as practicable after the
Date of Termination; (iii) any unpaid Annual Bonus for a fiscal year
ending prior to the Date of Termination, and (iv) the Restricted Stock,
Option and any outstanding Annual Option Awards and Annual Restricted Stock
Awards shall become 100% vested in accordance with Section 2(b) hereof.


 


(c)                                  For Cause; Resignation Without Good Reason.  If, during the
Employment Period, the Company shall terminate the Executive’s employment for
Cause or the Executive terminates his employment other than for Good Reason,
the Company shall have no further obligations to the Executive other than the
obligation to pay to the Executive the Accrued Benefits.


 


(d)                                 Condition.  The Company shall not be required to make the
payments and provide the benefits specified in Section 4(a)(ii) through
(vi) unless, prior to payment, the parties hereto have entered into
a release substantially in the form attached hereto as Attachment A (for which
the applicable 7-day revocation period has expired) within 60 days following
the Date of Termination, under which the Executive releases the Company, its
affiliates and its officers, directors and employees from all liability (other
than the payments and benefits under this Agreement).  Any payments or benefits specified in Section 4(a)(ii) through
(vi) shall be withheld pending the Executive’s execution and
delivery of the release and shall be paid to the Executive on the sixtieth day
following the Executive’s termination of employment.  In the event the release is not executed and
delivered to the Company in accordance with this Section 4(d), the
payments and benefits specified in Section 4(a)(ii) through (vi) shall
be forfeited.


 


(e)                                  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 the Board, all fiduciary positions (including as trustee) and from
all other offices and positions he holds with the Company and any of its
affiliates; provided, however, that if the Executive refuses to tender his
resignation after the 


 


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Board has
made such request, then the Board shall be empowered to tender the Executive’s
resignation from such offices and positions.


 


5.                                       Full Settlement.  In no event shall
the Executive be obligated to seek other employment, 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 relating to employment matters 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 be subject to offset by any other amount unless otherwise
permitted by Section 409A.


 


6.                                       Section 4999 of the Code.


 


(a)                                  General Rules.  Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment, award, benefit or distribution (or any acceleration of any
payment, award, benefit or distribution) by the Company (or any of its
affiliated entities) or any entity which effectuates a change in control (or
any of its affiliated entities) to or for the benefit of Executive (whether
pursuant to the terms of this Agreement or otherwise, but determined without
regard to any additional payments required under this Section 6) (the “Payments”) would be subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any
interest or penalties are incurred by Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise
Tax”), then the Company shall pay to Executive an additional payment
(a “Gross-Up Payment”) in an
amount such that after payment by Executive of all taxes (including any Excise
Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the
Payments and (y) the product of any deductions disallowed because of the
inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the
highest applicable marginal rate of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made.  For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to (i) pay federal income
taxes at the Executive’s actual marginal rates of federal income taxation for
the calendar year in which the Gross-Up Payment is to be made, (ii) pay
applicable state and local income taxes at the Executive’s actual marginal rate
of taxation for the calendar year in which the Gross-Up Payment is to be made,
net of the actual reduction in federal income taxes which could be obtained
from deduction of such state and local taxes and (iii) have otherwise
allowable deductions for federal income tax purposes at least equal to those
which could be disallowed because of the inclusion of the Gross-Up Payment in
the Executive’s adjusted gross income. 
Notwithstanding the foregoing provisions of this Section 6(a), if
it shall be determined that Executive is entitled to a Gross-Up Payment, but
that the Payments would not be subject to the Excise Tax if the Payments were
reduced by an amount that is less than 10% of the portion of the Payments that
would be treated as “parachute payments” under Section 280G of the Code,
then the amounts payable to Executive under this Agreement shall be reduced
(but not below zero) to the maximum amount that could be paid to Executive
without giving rise to the Excise Tax (the “Safe
Harbor Cap”), and no Gross-Up Payment shall be made to
Executive.  In the event that the
Payments would be reduced as provided in this Section 6(a), then such
reduction shall be determined in a manner which has the least economic cost to
Executive and, to the extent the economic cost is equivalent, the Payments will
be reduced in the inverse order of when the Payments would have been made to
Executive until the reduction specified is achieved.  If the reduction of the amounts payable
hereunder would not result in a reduction of the Payments to the


 


9
















 


Safe
Harbor Cap, Payments (including acceleration of any award) pursuant to option
and restricted stock award agreements shall be reduced.


 


(b)                                 Determinations.  Subject to the
provisions of Section 6(a), all determinations required to be made under
this Section 6, including whether and when a Gross-Up Payment is required,
the amount of such Gross-Up Payment, the amount of any Option Redetermination
(as defined below), the reduction of the Payments to the Safe Harbor Cap and
the assumptions to be utilized in arriving at such determinations, shall be
made by the public accounting firm that is retained by the Company as of the
date immediately prior to the Change in Control (the “Accounting 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 or the Executive that
there has been a Payment, or such earlier time as is requested by the Company
(collectively, the “Determination”).  For the avoidance of doubt, the Accounting
Firm may use the Option Redetermination amount in determining the reduction of
the Payments to the Safe Harbor Cap. 
Notwithstanding the foregoing, in the event (i) the Board shall
determine prior to the change in control that the Accounting Firm is precluded
from performing such services under applicable auditor independence rules or
(ii) the Audit Committee of the Board determines that it does not want the
Accounting Firm to perform such services because of auditor independence
concerns or (iii) the Accounting Firm is serving as accountant or auditor
for the individual, entity or group effecting the change in control, the Board
shall appoint a nationally recognized public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). 
All fees and expenses of the Accounting Firm shall be borne solely by
the Company and the Company shall enter into any agreement requested by the
Accounting Firm in connection with the performance of the services
hereunder.  The Gross-Up Payment under
this Section 6 with respect to any Payments shall be made no later than 30
days following such Payment.  If the
Accounting Firm determines that no Excise Tax is payable by Executive, it shall
furnish Executive with a written opinion to such effect, and to the effect that
failure to report the Excise Tax, if any, on Executive’s applicable federal
income tax return will not result in the imposition of a negligence or similar
penalty.  In the event the Accounting
Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it
shall furnish Executive with a written opinion to such effect.  The Determination by the Accounting Firm
shall be binding upon the Company and Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the Determination,
it is possible that Gross-Up Payments which will not have been made by the
Company should have been made (“Underpayment”)
or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the
calculations required to be made hereunder. 
In the event that the Executive thereafter is required to make payment
of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine
the amount of the Underpayment that has occurred and any such Underpayment
(together with interest at the rate provided in Section 1274(b)(2)(B) of
the Code) shall be promptly paid by the Company to or for the benefit of Executive.  In the event the amount of the Gross-Up
Payment exceeds the amount necessary to reimburse the Executive for his or her
Excise Tax, the Accounting Firm shall determine the amount of the Overpayment
that has been made and any such Overpayment (together with interest at the rate
provided in Section 1274(b)(2) of the Code) shall be promptly paid by
Executive (to the extent he or she has received a refund if the applicable
Excise Tax has been paid to the Internal Revenue Service) to or for the benefit
of the Company.  Executive shall
cooperate, to the extent his or her expenses are reimbursed by the Company,
with any reasonable requests by the Company in connection with any contests or
disputes with the Internal Revenue Service in connection with the Excise
Tax.  In the event that the Company makes
a Gross-Up Payment to the Executive and subsequently the Company determines
that the value of any accelerated vesting of stock options held by Executive
shall be redetermined within the context of Treasury Regulation §1.280G-1 Q/A
33 (the “Option 


 


10

















 


Redetermination”),
Executive shall (i) file with the Internal Revenue Service an amended
federal income tax return that claims a refund of the overpayment of the Excise
Tax attributable to such Option Redetermination and (ii) promptly pay the
refunded Excise Tax to the Company; provided that the Company shall pay all
reasonable professional fees incurred in the preparation of Executive’s amended
federal income tax return.  In the event
that amounts payable to Executive under this Agreement were reduced pursuant to
the third sentence of Section 6(a) and subsequently Executive
determines there has been an Option Redetermination that reduces the value of
the Payments attributable to such options, the Company shall promptly pay to
Executive any amounts payable under this Agreement that were not previously
paid solely as a result of the third sentence of Section 6(a) up to
the Safe Harbor Cap.


 


7.                                       Covenants Not to Solicit Company Employees;
Confidential Information.


 


(a)                                  Non-Solicit.  During the Employment Period, and for a
twelve month period after the Executive’s employment is terminated for any
reason, the Executive shall not (except in connection with the performance of
his duties for the Companies) in any manner, directly or indirectly (without
the prior written consent of the Company) Solicit anyone who is then an
employee of the Company or its affiliates (or who was an employee of the
Company or its affiliates within the prior 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.


 


(b)                                 Confidential Information.  The Executive
hereby acknowledges that, as an employee of the Company, he 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 he 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 his 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.


 


(c)                                  Non-Competition.  During the
Employment Period 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 competitive with the business of the Companies, 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 (i) not more than two percent (2%) of the
outstanding securities of any publicly traded company engaged in the business
of the Companies and (ii) the limited partner interests listed on
Attachment B.


 


11

















 


(d)                                 Survival.  Any termination of the Executive’s employment
or of this Agreement (or breach of this Agreement by the Executive or the
Company) shall have no effect on the continuing operation of this Section 7.


 


(e)                                  Non-disparagement.  During the
Employment Period and thereafter, the Executive shall not, in any manner,
directly or indirectly 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 Chief
Executive Officer, not to in any manner, directly or indirectly 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.


 


(f)                                    Enforcement.  If, at the time of enforcement of this Section 7,
a court 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 Executive’s services are unique and
because Executive has access to confidential information, the parties hereto
agree that money damages would be an inadequate remedy for any breach of this Section 5.  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.


 


8.                                       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 Companies and their respective successors and assigns.


 


(c)                                  The Companies 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
Companies would be required to perform it if no such succession had taken
place.  As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid.


 


9.                                       Disputes.


 


(a)                                  Jurisdiction and Choice of Forum.  All disputes
arising under or related to the employment of the Executive or the provisions
of this Agreement shall be settled by arbitration under the rules of the
American Arbitration Association then in effect, such arbitration to be held in
Chicago, Illinois, as the sole and exclusive remedy of either party. The
arbitration shall be heard by one arbitrator mutually agreed upon by the
parties, who must be a former judge.  In
the event that the parties cannot agree upon the selection of the arbitrator
within 10 days, each party shall select one arbitrator and those arbitrators
shall select a third arbitrator who will serve as the 


 


12

















 


sole
arbitrator.  The arbitrator shall have
the authority to order expedited discovery, hearing and decision, including the
ability to set outside time limits for such discovery, hearing and
decision.  The parties shall direct the
arbitrator to render a decision not later than 90 days following the
arbitration hearing.  Judgment on any
arbitration award may be entered in any court of competent jurisdiction.


 


(b)                                 Governing Law.  This Agreement will
be governed by and construed in accordance with the law of the State of
Illinois applicable to contracts made and to be performed entirely within that
State.


 


(c)                                  Costs.  The Company shall reimburse all reasonable
legal fees and expenses in connection with the negotiation of this Agreement,
up to a maximum of $20,000.


 


10.                                 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 Internal Revenue Code (“Section 409A”)
and, accordingly, to the maximum extent permitted, the 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 his
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 (6) months plus one
(1) 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 


 


13

















 


eligible for
reimbursements 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 thirty (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.


 


(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.


 


11.                                 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.  All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


If
to the Executive:


 


at
the Executive’s primary residential address


as
shown on the records of the Company


 


If
to the Company:


 


General
Growth Properties, Inc.


110
North Wacker Drive


Chicago, IL  60606


Telecopy
Number:  312-960-5485


Attention:  Office of the General Counsel


 


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.


 


(e)                                  Compliance with Dodd-Frank.  All payments under
this Agreement, if and to the extent subject to the Dodd-Frank Wall Street
Reform and Consumer Protection Act, shall be subject to any incentive
compensation policy established from time to time by the Company to comply with
such Act.


 


14

















 


(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(b) (subject to the limitation in the
last sentence of Section 3(b)), 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.  From and after the
Effective Date, 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, relating to the subject matter hereof.


 


(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.


 


15

















 


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


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Sandeep Mathrani

  
	
   

  	
  Sandeep Mathrani

  
	
   

  	
   

  
	
   

  	
  NEW GGP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ronald L. Gern

  
	
   

  	
   

  	
  Name:

  	
  Ronald L. Gern

  
	
   

  	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  GGP LIMITED PARTNERSHIP

  
	
   

  	
  By:General Growth
  Properties, Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
  General Counsel

  



 


16

















 


ATTACHMENT A


 


WAIVER AND RELEASE AGREEMENT


 


This
Waiver and Release Agreement (hereinafter “Release”) is entered into among
Sandeep Mathrani (hereinafter “Executive”), General Growth Properties, Inc.,
a Delaware corporation (the “Company”), and GGP Limited Partnership, a Delaware
limited partnership (the “Partnership” and collectively, the “Companies”).


 


The
parties previously entered into an employment agreement dated October 27,
2010 pursuant to which Executive is entitled to certain payments and benefits
upon termination of employment subject to the execution and non-revocation of
this Release.  Executive has had a
termination of employment pursuant to such employment agreement.


 


NOW
THEREFORE, in consideration of certain payments and benefits under his
employment agreement, Executive and the Companies agree as follows:


 


1.                                       Executive expressly waives and releases the Companies, their
respective 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 Companies and their affiliates, related entities, parent
corporations and subsidiaries, and their successors and assigns, from any and
all claims, actions and causes of action, at law or in equity, known or
unknown, including those directly or indirectly relating to or connected with
Executive’s employment with the Companies or termination of such employment,
including but not limited to any and all claims under the Illinois Human Rights
Act, the Employee Retirement Income Security Act of 1974, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act (“ADEA”),
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, 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 (“EEOC”), 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.  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 Agreement, Executive
waives any right to, and will not accept, any payments, monies, damages, or
other relief, awarded in connection therewith.


 


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) 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) 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 


 


17

















 


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 (“Effective Date”).


 


3.                                       Executive and the Companies agree that neither this Release
nor the performance hereunder constitutes an admission by either the Company or
the Partnership 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 Illinois as to substance and procedure, including all
questions of conflicts of laws.


 


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 (“ERISA”) 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 or the Partnership, (b) any claim
under or based on a breach of this Release or Sections 4, 5, 8, or 9 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 the Executive is otherwise entitled in accordance with Executive’s
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

  	
   

  
	
   

  	
   

  
	
  Sandeep Mathrani

  	
   

  
	
   

  	
   

  
	
  NEW GGP, INC.

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General Counsel

  	
   

  
	
   

  	
   

  
	
  GGP LIMITED PARTNERSHIP

  	
   

  
	
  By: General Growth
  Properties, Inc., its general partner

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General Counsel

  	
   

  



 


18

















 


ATTACHMENT B


 


TREECO/25 East Limited Partnership


TREECO/Hylan Limited Partnership


Wappingers Associates, L.P.


Portsmouth Associates, L.P.


Masipe Limited Partnership


The New Master Limited Partnership