Exhibit
10.11


 


THE HOWARD HUGHES CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made and entered into as of [·], 2010 by and between The Howard Hughes
Corporation, a Delaware corporation (the “Company”), and [·] (the “Director”).


 


WHEREAS,
General Growth Properties, Inc., a Delaware corporation (“GGP”)
granted Director an option to purchase [·] shares of GGP
pursuant to that certain Non-Qualified Stock Option Agreement, dated as of January 3,
2006 (the “Original Agreement”) and the General Growth Properties, Inc.
2003 Incentive Stock Plan (the “Plan”), the terms and conditions of which are
hereby incorporated herein;


 


WHEREAS,
the Company is a newly formed corporation that was created to hold certain
assets and liabilities of GGP, which will be transferred pursuant to that
certain Separation Agreement, dated as of the date hereof (the “Separation
Agreement”);


 


WHEREAS,
pursuant to the plan of reorganization filed by GGP and certain of its
subsidiaries under Chapter 11 of title 11 of the United States Code (as amended
from time to time, the “Plan of Reorganization”), the option shall be
converted into (i) an option to acquire the same number of shares of
common stock of GGP and (ii) an option (the “Option” or “5-Year
Option”) to acquire .0983 shares of common stock of the Company, par value
$0.01 per share (“Common Stock”) for each existing option for one share
of GGP;


 


WHEREAS,
the Company has adopted The Howard Hughes Corporation 2010 Equity Incentive
Plan (the “2010 Plan”) and the Option will be assumed by the 2010 Plan
as of the Plan Effective Date (as defined in the Separation Agreement);


 


WHEREAS,
the Director and the Company desire to adjust the exercise price and number and
kind of shares subject to the Option pursuant to Section 6 of the Original
Agreement and Section 13 of the Plan and in accordance with Section 409A
of the Code; and


 


WHEREAS,
the Company shall deliver Common Stock to the Director upon the exercise of the
Option, subject to the terms of this Agreement and the Plan.


 


NOW,
THEREFORE, for good and valuable consideration, the parties hereto, intending
to be legally bound, hereby agree as follows:


 


1.                                      Grant of Option.  In accordance with the terms and conditions
of the Plan which are hereby incorporated herein, the Company hereby grants to
the Director an option to purchase [·] shares of
Common Stock at a purchase price per share that shall be determined in
accordance with the methodology set forth in the Plan of Reorganization.  This Option is a Non-Qualified Stock Option
and is not intended to qualify as an Incentive Stock Option described in Section 422
of the Code.


 

















 


2.                                      Time for
Exercise of Options.


 


(a)                                 The Option may
be exercised by the Director from and after the date hereof (the “Grant Date”),
whether in whole or in part, in accordance with the terms and conditions set
forth herein and in the Plan.


 


(b)                                 The 5-year
Option must be exercised if at all on or before the fifth anniversary of the
Grant Date and only at such time as the Director is serving as a director of
the Company or GGP or as provided in Paragraph 3 hereof.


 


3.                                      Termination of
Service.


 


(a)                                 If the Director
ceases to serve as a member of the Board of Directors of the Company and GGP by
reason of death, then, notwithstanding the provisions of Section 2 of this
Agreement, the 5-year Option may thereafter be exercised for a period of one
year from the date of such death or until the expiration of the teen of the
5-year Option, whichever period is shorter.


 


(b)                                 If the Director
ceases to serve as a member of the Board of Directors of the Company and GGP by
reason of Retirement or Disability, then, notwithstanding the provisions of Section 2
of this Agreement, the 5-year Option may thereafter be exercised by the
Director for a period of three years from the date of such termination of
employment or until the expiration of the term of the 5-year Option, whichever
period is shorter; provided, however, that if the Director dies within such
three-year period, any unexercised portion of such Option shall,
notwithstanding the expiration of such three-year period, continue to be
exercisable to the extent to which it was exercisable at the time of death for
a period of one year from the date of such death or until the expiration of the
stated term of such Option, whichever period is shorter.


 


(c)                                  If the Director
ceases to serve as a member of the Board of Directors of the Company and GGP
for any reason other than death, Disability, Retirement or Cause (as
hereinafter defined) then, notwithstanding the provisions of Section 2 of
this Agreement, the 5-year Option may be exercised for the lesser of one year
from the date the Director ceases to serve as a member of the Board of
Directors of the Company and GGP or the balance of the term of the 5-year
Option; provided, however, that if the Director dies within such one year
period, any unexercised portion of such Option shall, notwithstanding the
expiration of such one year period, continue to be exercisable to the extent to
which it was exercisable at the time of death for a period of one year from the
date of such death or until the expiration of the stated term of such Option,
whichever period is shorter.


 


(d)                                 In the event
the Director ceases to serve as a member of the Board of Directors by reason of
Cause, any unexercised portion of the 5-year Option shall expire immediately
upon termination of the Director’s service as a member of the Board of
Directors or, if earlier, upon the giving to the Director of notice of
termination of such service.


 


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(e)                                  For purposes of
this Agreement, the term “Cause” shall mean, unless otherwise determined by the
Committee (as defined in the 2010 Plan), (i) the conviction of the
Recipient for committing a felony under federal law or the law of the state in
which such action occurred, (ii) dishonesty in the course of fulfilling
the Recipient’s employment duties or (iii) willful and deliberate failure
on the part of the Recipient to perform his or her employment duties in any
material respect.


 


4.                                      Method of
Exercise.  The Option
may be exercised by written notice (the “Notice”), addressed and
delivered to the Company specifying the number of whole shares of Common Stock
subject to the Option to be purchased. 
The Notice shall be accompanied by (i) cash, or (ii) that
number of Mature Shares of unrestricted or restricted (if the requirements of Section 7(c)(ii) of
the Plan are satisfied) Common Stock which has an aggregate Fair Market Value
(as of the date of exercise) equal to the aggregate exercise price for all of
the shares of Common Stock subject to such exercise, or (iii) by a
combination of (i) and (ii), above, or (iv) subject to Section 17(g) of
the Plan, at the discretion of the Committee, by delivery of such documentation
as the Committee and a qualified broker, if applicable, shall require to effect
an exercise of the Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price. 
The Director agrees that no later than the date as of which an amount
first becomes includible in his gross income for Federal income tax purposes
with respect to the Option, the Director shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount.  Unless otherwise
determined by the Committee, withholding obligations may be settled with Common
Stock, including Common Stock that is acquired upon exercise of the Option.  The obligations of the Company under this
Agreement and the Plan shall be conditional on such payment or arrangements,
and the Company shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment otherwise due to the Director.


 


5.                                      Delivery of
Stock Certificates.  The Option
shall be deemed to have been exercised upon receipt by the Company of written
notice of exercise accompanied by the exercise price (the “Exercise Date”)
and the Director shall be treated as the holder of record of the shares with
respect to which the Option is exercised as of the Exercise Date for all
purposes.


 


6.                                      Adjustment
Provisions.  Subject to
the terms of the Plan, if, during the term of this Agreement, there shall be
any merger, reorganization, consolidation, recapitalization, stock dividend,
stock split, extraordinary distribution with respect to the Common Stock, or
other change in corporate structure affecting the Common Stock, the Board (as
defined in the 2010 Plan) shall make an appropriate and equitable substitution
or adjustment in the aggregate number, kind and option price of shares subject
to this Option.


 


7.                                      Non-Transferability.  The Option is not transferable or assignable
by the Director other than by will or by the laws of descent and distribution,
or pursuant to a qualified domestic relations order, and is exercisable during
the lifetime of the Director 


 


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only by the Director, his guardian or legal
representative or by an alternate payee pursuant to such qualified domestic
relations order.


 


8.                                      Compliance with
Law.  By accepting the Option, the
Director agrees for himself and his guardian or legal representative that no
shares of Common Stock shall be delivered pursuant to the Option until
qualified for delivery under applicable securities laws and regulations as
determined by the Company or its legal counsel,


 


9.                                      Limitations.  The Director shall have no rights as a
stockholder with respect to shares as to which the Option shall not have been
exercised and payment made as herein provided and shall have no rights with
respect to such shares not expressly conferred by this Agreement.


 


10.                               Construction.


 


(a)                                 Successors.  This Agreement and all the terms and
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective legal representatives, heirs and
successors, except as expressly herein otherwise provided.


 


(b)                                 Entire
Agreement; Modification.  This
Agreement contains the entire understanding between the parties with respect to
the matters referred to herein.  Subject
to Section 15(a) of the Plan, this Agreement may be amended by the
Committee.


 


(c)                                  Capitalized
Terms; Headings; Pronouns; Governing Law.  Capitalized terms used and not otherwise
defined herein are deemed to have the same meanings as in the Plan.  The descriptive headings of the respective
sections and subsections of this Agreement are inserted for convenience of
reference only and shall not be deemed to modify or construe the provisions
which follow them.  Any use of any
masculine pronoun shall include the feminine and vice-versa and any use of a
singular, the plural and vice-versa, as the context and facts may require.  The construction and interpretation of this
Agreement shall be governed in all respects by the laws of the State of
Delaware.


 


(d)                                 Notices.  All communications between the parties shall
be in writing and shall be deemed to have been duly given as of the date and
time of hand delivery or three days after mailing via certified or registered
mail, return receipt requested, proper postage prepaid to the following or such
other addresses of which the parties shall from time to time notify one
another.


 


	
  (1)

  	
  If
  to the Company:

  	
  The
  Howard Hughes Corporation

  
	
   

  	
   

  	
  13355
  Noel Road

  
	
   

  	
   

  	
  Suite 950

  
	
   

  	
   

  	
  Dallas, Texas 75240

  



 


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  (2)

  	
  If
  to the Director:

  	
  [·]

  
	
   

  	
   

  	
  c/o
  General Growth Properties, Inc.

  
	
   

  	
   

  	
  110
  North Wacker Drive

  
	
   

  	
   

  	
  Chicago, Illinois
  60606

  



 


(e)                                  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement or the application
thereof to any party or circumstance shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the minimal extent of
such provision or the remaining provisions of this Agreement or the application
of such provision to other parties or circumstances.


 


(f)                                   Counterpart
Execution.  This
Agreement may be executed in counterparts, each of which shall constitute an
original and all of which, when taken together, shall constitute the entire
document.


 


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IN WITNESS WHEREOF, the parties have executed or caused
to be executed this Agreement as of the date first above written.


 


	
   

  	
  THE
  HOWARD HUGHES CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:
  [·]

  
	
   

  	
  Title:
  [·]

  
	
   

  	
   

  
	
   

  	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
       [·]

  



 


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