Exhibit
10.12


 


THE HOWARD HUGHES CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT


 


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


 


WHEREAS,
General Growth Properties, Inc., a Delaware corporation (“GGP”)
granted Employee an option to purchase [·] shares of GGP
pursuant to that certain Non-Qualified Stock Option Agreement, dated as of November 3,
2008 (the “Original Agreement”);


 


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”) 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 Employee 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 Employee 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.  The Company hereby grants to the Employee 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,
subject to the vesting and exercise requirements as set forth in this
Agreement.  This Option is a
Non-Qualified Stock Option and is not intended to qualify as an incentive stock
option as defined in, and subject to, Section 422 of the Code.


 

















 


The grant of this Option has been approved by the
Compensation Committee of the Company’s Board of Directors.


 


2.                                      Time for
Exercise of Options.


 


(a)                                 The Option
shall become exercisable for 100% of the shares of Common Stock subject hereto
on the first to occur of (i) October 25, 2009 and (ii) a Change
in Control (as defined in the General Growth Properties, Inc. 2003
Incentive Stock Plan, as Amended and Restated (the “Plan”)).


 


(b)                                 Notwithstanding
the foregoing, if prior to October 25, 2009, GGP terminates the Employee’s
employment for other than Cause or Disability (as each term in defined in the
employment agreement between GGP and the Employee dated as of November 3,
2008 (the “Employment Agreement”)), then a pro-rata portion (but not
less than 50%) of the Option shall vest, based on the number of days the
Employee was employed with the Company through the Date of Termination (as
defined in the Employment Agreement), divided
by 365.


 


(c)                                  The Option must
be exercised if at all on or before the fifth anniversary of the Grant Date (November 3,
2013) and only at such time as the Employee is employed by the Company or GGP
or as provided in Section 3 hereof.


 


3.                                      Termination of
Employment.


 


(a)                                 If the Employee’s
employment with the Company and GGP, an Affiliate or a Subsidiary terminates by
reason of a termination by the Company and GGP without Cause or by reason of
death then, notwithstanding the provisions of Section 2 of this Agreement,
the Option may thereafter be exercised, to the extent then exercisable, or on
such accelerated basis as the Committee (as defined in the 2010 Plan) may
determine, for a period of one year from the date of such death or termination
or until the expiration of the term of the Option, whichever period is shorter.


 


(b)                                 If the Employee’s
employment with the Company and GGP, an Affiliate or a Subsidiary terminates by
reason of Retirement then, notwithstanding the provisions of Section 2 of
this Agreement, the Option may thereafter be exercised by the Employee, to the
extent exercisable at the time of such Retirement, or on such accelerated basis
as the Committee may determine, for a period of three years from the date of
such termination of employment or until the expiration of the term hereof,
whichever period is shorter; provided, however, that if the Employee dies
within such three year period, any unexercised portion of this 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
term hereof, whichever period is shorter.


 


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(c)                                  If the Employee’s
employment with the Company and GGP, an Affiliate or a Subsidiary terminates by
reason of Disability then, notwithstanding the provisions of Section 2 of
this Agreement, the Option may thereafter be exercised by the Employee, to the
extent exercisable at the time of termination, or on such accelerated basis as
the Committee may determine, for a period of three years from the date of such
termination of employment or until the expiration of the term hereof, whichever
period is shorter; provided, however, that if the Employee dies within such
three year period, any unexercised portion of the 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 term hereof,
whichever period is shorter.


 


(d)                                 If the Employee’s
employment with the Company and GGP, an Affiliate or a Subsidiary terminates
for any reason other than death, Disability, Retirement Cause or without Cause,
then, notwithstanding the provisions of Section 2 of this Agreement, the
Option shall terminate, except that the Option, to the extent then exercisable,
or on such accelerated basis as the Committee may determine, may be exercised
for the lesser of one year from the date of such termination of employment or
the balance of the term of the Option; provided, however, that if the Employee
dies within such one year period, any unexercised portion of the 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 the Option, whichever period is shorter.


 


(e)                                  In the event
the Employee’s employment with the Company and GGP, an Affiliate or a
Subsidiary terminates for Cause, any unexercised portion of the Option shall
expire immediately upon the giving to the Employee of notice of such
termination of employment.


 


(f)                                   Notwithstanding
any language to the contrary set forth in Section 1(h) of the Plan,
for purposes of this Agreement, the term “Cause” as used herein shall
have the meaning set forth in the Employment Agreement.


 


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 Common Stock which have an aggregate
Fair Market Value (as defined in the Plan), 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) any combination of (i) or (ii) hereof
or (iv) subject to Section 17(g) of the Plan in the case of an “Executive
Officer” (as defined in Rule 3b-7 of the Exchange Act), by delivery of
a properly executed exercise notice together with such other 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 


 


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Employee 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 Employee 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. 
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, its Affiliates and Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Employee.


 


5.                                      Delivery of
Stock Certificates.  The Option
shall be deemed to have been exercised upon receipt by the Company of the
Notice accompanied by the exercise price (the “Exercise Date”) and the
Employee 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
any required action by the stockholders of the Company and the terms of the
Plan, if, during the term of this Agreement, there shall be any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company, the Board (as defined in the 2010 Plan) shall make an appropriate and
equitable adjustment in the aggregate number, kind and option price of shares
subject to this Option; provided, however, that the dilution effect of the
Shares authorized, plus the shares reserved for issuance pursuant to all other
stock-related plans of the Company, shall not exceed 10 percent.  Such adjustment shall be made by the Board in
its sole discretion, whose determination in that respect shall be final,
binding and conclusive.


 


7.                                      Non-Transferability.  The Option is not transferable or assignable
by the Employee 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 Employee only by the Employee, 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
Employee 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.


 


The
Company shall promptly upon the grant of this Option file a registration
statement on Form S-8 with the Securities and Exchange Commission covering
the securities subject to the Option.


 


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9.                                      Limitations.  The Employee 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.  Nothing contained in this Agreement shall be
construed to be a contract of employment between the Company, an Affiliate or a
Subsidiary and the Employee.


 


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 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

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  If
  to the Employee:

  	
  [·]

  
	
   

  	
   

  	
  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 


 


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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.


 


11.                               Incorporation
of the Company 2003 Incentive Stock Plan Terms.  The parties hereby incorporate all of the
terms and conditions of the Plan into the terms of this Agreement, and this
Agreement shall be interpreted and administered as if the Option were granted
pursuant to the Plan.


 


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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:
  [·]

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [·]