Exhibit 10.2


 


EXECUTION COPY


 


General Growth Properties, Inc.

2010 Equity Incentive Plan


 


NONQUALIFIED STOCK OPTION AWARD
AGREEMENT


 


THIS
NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of the 27th day of
October, 2010 (the “Date of Grant”),
between New GGP, Inc., a Delaware corporation (the “Company”), Sandeep Mathrani (the “Participant”).


 


R E C I T A L S:


 


WHEREAS,
the Company has adopted the General Growth Properties, Inc. 2010 Equity
Incentive Plan (the “Plan”), which
is incorporated herein by reference and made a part of this Award
Agreement.  Capitalized terms not
otherwise defined herein shall have the same meanings as in the Plan; and


 


WHEREAS,
the Committee has determined that it would be in the best interests of the
Company and its stockholders to grant the option provided for herein to the
Participant pursuant to the Plan and the terms set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:


 


1.                                       Grant of the
Option.  The Company hereby grants to
the Participant the right and option (the “Option”)
to purchase, on the terms and conditions hereinafter set forth, all or any part
of an aggregate of 2,000,000 Shares.  The
Option is intended to be a Nonqualified Stock Option.


 


2.                                       Option Price.  The purchase price of the Shares subject to
the Option shall be $10.25 per Share (the “Option
Price”).


 


3.                                       Option Term.  The term of the Option shall be ten (10) years,
commencing on the Date of Grant (the “Option Term”).  The Option shall automatically terminate upon
the expiration of the Option Term, or at such earlier time specified herein or
in the Plan.


 


4.                                       Vesting of the
Option.  Subject to the Participant’s
continued service to the Company through the applicable vesting date, the
Option shall vest in equal installments on each of the first four (4) anniversaries
of the Date of Grant, such that twenty-five percent (25%) of the Option vests
on each such anniversary (each, a “Vesting Date”).  At any time, the portion of the Option which
has become vested in accordance with the terms hereof shall be called the “Vested Portion”.


 


5.                                       Termination of
Service.


 


(a)                                  Termination of
Service for Cause.  Upon a
termination of the Participant’s Service by the Company for Cause the Option,
including the Vested Portion, shall immediately terminate and be forfeited
without consideration.  “Cause,” shall have the meaning 


 

















 


set forth in the Employment Agreement between the
Participant and the Company, dated as of the date hereof (the “Employment Agreement”).


 


(b)                                 Termination of
Service due to death or Disability.  Upon a termination of the Participant’s
Service by reason of death or Disability, the Option shall immediately vest in
full and shall remain exercisable until the earlier of (i) one (1) year
following such termination of Service and (ii) the expiration of the
Option Term.  “Disability”
shall have the meaning set forth in the Employment Agreement.


 


(c)                                  Termination of
Service by the Company without Cause or by the Participant for Good Reason.  Upon a termination of the Participant’s
Service by the Company without Cause or by the Participant for Good Reason, the
Option shall immediately vest in full and shall remain exercisable until the
earlier of (i) sixty (60) days following such termination of Service and (ii) the
expiration of the Option Term.  “Good Reason” shall have the meaning set forth in the
Employment Agreement.


 


(d)                                 Other
Terminations of Service.  Upon
a termination of the Participant’s Service for any reason, other than pursuant
to Sections 5(a)-(c) above, any unvested portion of the Option
shall immediately terminate and be forfeited without consideration and the
Vested Portion shall remain exercisable until the earlier of (i) sixty
(60) days following such termination of service and (ii) the expiration of
the Option Term.


 


6.                                       Exercise
Procedures.


 


(a)                                  Notice of
Exercise.  To the
extent exercisable, the Participant or the Participant’s representative may
exercise the Vested Portion or any part thereof prior to the expiration of the
Option Term by giving written notice to the Company in the form attached hereto
as Exhibit A (the “Notice of Exercise”).  The Notice of Exercise shall be signed by the
person exercising such Option.  In the
event that such Option is being exercised by the Participant’s representative,
the Notice of Exercise shall be accompanied by proof (satisfactory to the
Company) of such representative’s right to exercise such Option.


 


(b)                                 Method of
Exercise.  The
Participant or the Participant’s representative shall deliver to the Company,
at the time the Notice of Exercise is given, payment in a form permissible
under Section 6.4 of the Plan for the full amount of the aggregate
Option Price for the exercised Option.


 


(c)                                  Issuance of
Shares.  Provided the Company receives
a properly completed and executed Notice of Exercise and payment for the full
amount of the aggregate Option Price, the Company shall promptly cause the
Shares underlying the exercised Option to be issued in the name of the Person
exercising the applicable Option.


 


7.                                       Adjustment of
Shares.  In the event of any corporate
event or transaction (as described in Article 12 of the Plan), the
terms of this Award Agreement (including, without limitation, the number and
kind of Shares subject to this Award Agreement and the Option Price) may be
adjusted as set forth in Article 12 of the Plan.


 


8.                                       No Right to
Continued Service.  The
granting of the Option evidenced hereby and this Award Agreement shall impose
no obligation on the Company or any Affiliate to 


 


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continue the Service of the Participant and shall
not lessen or affect any right that the Company or any Affiliate may have to
terminate the service of such Participant.


 


9.                                       Securities
Laws/Legend on Certificates.  The issuance and delivery of Shares shall
comply with all applicable requirements of law, including (without limitation)
the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations, and the
regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded. 
If the Company deems it necessary to ensure that the issuance of
securities under the Plan is not required to be registered under any applicable
securities laws, each Participant to whom such security would be issued shall
deliver to the Company an agreement or certificate containing such
representations, warranties and covenants as the Company which satisfies such
requirements.  The certificates
representing the Shares shall be subject to such stop transfer orders and other
restrictions as the Committee may deem reasonably advisable, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


 


10.                                 Transferability.  Unless otherwise provided by the Committee,
the Option may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant other than by will or by the laws
of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate; provided, that,
the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.  No such permitted transfer of the Option to
heirs or legatees of the Participant shall be effective to bind the Company
unless the Committee shall have been furnished with written notice thereof and
a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions hereof.  During
the Participant’s lifetime, the Option is exercisable only by the Participant.


 


11.                                 Withholding.  The Participant may be required to pay to the
Company or any Affiliate and the Company shall have the right and is hereby
authorized to withhold any applicable withholding taxes in respect of the
Option, its exercise or transfer and to take such other action as may be
necessary in the opinion of the Committee to satisfy all obligations for the
payment of such withholding taxes.


 


12.                                 Notices.  Any notification required by the terms of
this Award Agreement shall be given in writing and shall be deemed effective
upon personal delivery or within three (3) days of deposit with the United
States Postal Service, by registered or certified mail, with postage and fees
prepaid.  A notice shall be addressed to
the Company, Attention: General Counsel, at its principal executive office and
to the Participant at the address that he or she most recently provided to the
Company.


 


13.                                 Entire
Agreement.  This Award
Agreement and the Plan constitute the entire contract between the parties
hereto with regard to the subject matter hereof.  They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.


 


14.                                 Waiver.  No waiver of any breach or condition of this
Award Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition whether of like or different nature.


 


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15.                                 Successors and
Assigns.  The provisions of this Award
Agreement shall inure to the benefit of, and be binding upon, the Company and
its successors and assigns and upon the Participant, the Participant’s assigns
and the legal representatives, heirs and legatees of the Participant’s estate,
whether or not any such person shall have become a party to this Award
Agreement and have agreed in writing to be joined herein and be bound by the
terms hereof.


 


16.                                 Choice of Law.  This Award Agreement shall be governed by the
law of the State of Delaware (regardless of the laws that might otherwise
govern under applicable Delaware principles of conflicts of law) as to all
matters, including but not limited to matters of validity, construction, effect,
performance and remedies.


 


17.                                 Option Subject
to Plan.  By entering into this Award
Agreement the Participant agrees and acknowledges that the Participant has
received and read a copy of the Plan. 
The Option is subject to the Plan. 
The terms and provisions of the Plan as it may be amended from time to
time are hereby incorporated herein by reference.  In the event of a conflict between any term
or provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail.


 


18.                                 No Guarantees
Regarding Tax Treatment.  The
Participant (or their beneficiaries) shall be responsible for all taxes with
respect to the Option.  The Committee and
the Company make no guarantees regarding the tax treatment of the Option.


 


19.                                 Amendment.  The Committee may amend or alter this Award
Agreement and the Option granted hereunder at any time, subject to the terms of
the Plan.


 


20.                                 Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


21.                                 Signature in
Counterparts.  This Award
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.


 


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IN
WITNESS WHEREOF, the parties hereto have entered into this Award Agreement.


 


	
   

  	
   

  	
  NEW
  GGP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Ronald L. Gern

  
	
   

  	
   

  	
  Name:
  Ronald L. Gern

  
	
   

  	
   

  	
  Title:
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged
  as of the

  	
   

  	
   

  
	
  date
  first written above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Sandeep Mathrani

  	
   

  	
   

  
	
  PARTICIPANT

  	
   

  	
   

  



 


SIGNATURE PAGE TO


AWARD AGREEMENT


 

















 


EXHIBIT A


 


NOTICE OF EXERCISE


 

















 


	
  General
  Growth Properties, Inc.

  	
   

  
	
  110
  North Wacker Drive

  	
   

  
	
  Chicago, IL
  60606

  	
   

  
	
  Attn:
                                          

  	
  Date of Exercise: ______________________

  



 


Ladies & Gentlemen:


 


1.                                       Exercise
of Option.  This constitutes
notice to General Growth Properties, Inc. (the “Company”) that
pursuant to my Nonqualified Stock Option Award Agreement (the “Award
Agreement”) under the Company’s 2010 Equity Incentive Plan (the “Plan”)
I elect to purchase the number of Shares of Company common stock set forth
below and for the price set forth below. 
By signing and delivering this notice to the Company, I hereby
acknowledge that I am the holder of the stock option (the “Option”)
exercised by this notice and have full power and authority to exercise the
same.


 


	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Number of Shares as to which the Option is
  exercised (“Optioned Shares”):

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Shares to be issued in name of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total exercise price:

  	
   

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Cash Exercise

  	
   

  	
   

  	
   

  
	
  Cash payment delivered herewith:

  	
   

  	
  $

  	
   

  	
   

  



 


2.                                       Form of
Payment.  Forms of payment other than
cash or its equivalent (e.g. by cashier’s check) are limited by the Plan and
are permissible only to the extent approved by the compensation committee of
the Board of Directors of the Company (the “Committee”) or any committee
designated thereby, in its sole discretion.


 


3.                                       Delivery
of Payment.  With this
notice, I hereby deliver to the Company the full purchase price of the
Optioned Shares and any and all withholding taxes due in connection with the
exercise of my Option.


 


4.                                       Rights
as Stockholder.  While the
Company will endeavor to process this notice in a timely manner, I
acknowledge that until the issuance of the shares underlying the Optioned
Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to such
shares, notwithstanding the exercise of my option(s).  No adjustment shall be made for a dividend or
other right for which the record date is prior to the date of issuance of the
optioned stock.


 


5.                                       Interpretation.  Any dispute regarding the interpretation of
this notice shall be submitted promptly by me or by the Company to the
Committee, which shall review such dispute


 

















 


at
its next regular meeting.  The resolution
of such a dispute by such administrator of the Plan shall be final and binding
on all parties.


 


6.                                       Governing
Law; Severability.  This notice
is governed by the internal substantive laws but not the choice of law rules,
of Delaware.  In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this notice will continue in full force and effect
without said provision.


 


7.                                       Entire
Agreement.  The Plan
and the Award Agreement under which the Optioned Shares were granted are
incorporated herein by reference, and together with this notice constitute the
entire agreement of the parties with respect to the subject matter hereof.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (social security number)

  



 


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