Exhibit
10.7


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”)
is made as of the      day of November, 2010 by and between
The Howard Hughes Corporation, a Delaware corporation (the “Company”),
and
                              
(the “Indemnitee”).


 


WHEREAS, directors, officers, and other persons in
service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other
things, matters that traditionally would have been brought only against the
Company or business enterprise itself;


 


WHEREAS, highly competent persons have become more
reluctant to serve corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors of the Company (the
“Board of Directors”) has determined that the increased difficulty in
attracting and retaining such persons is detrimental to the best interests of
the Company’s stockholders and that the Company should act to assure such
persons that there will be increased certainty of such protection in the
future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, and to advance
expenses on behalf of, such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified;


 


WHEREAS, although the Amended and Restated
Certificate of Incorporation of the Company (the “Certificate”) and the
Amended and Restated Bylaws of the Company (the “Bylaws”) require
indemnification of the officers and directors of the Company under the
circumstances specified therein, and Indemnitee may also be entitled to
indemnification pursuant to the General Corporation Law of the State of
Delaware (“DGCL”), the Certificate, the Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not
exclusive, and authorize the Company to enter into contracts between the
Company and members of the board of directors, officers and other persons with
respect to indemnification; and


 


WHEREAS, this Agreement is a supplement to and in
furtherance of the Certificate and the Bylaws and any resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to
diminish or abrogate any rights of Indemnitee thereunder.


 


NOW, THEREFORE, in consideration of Indemnitee’s
agreement to serve or continue serving as a director or officer, or both, of
the Company after the date hereof, the parties hereto agree as follows:


 


1.             Definitions.  For purposes of this Agreement:


 


(a)           “Change in Control”
shall mean a change in control of the Company occurring after the date hereof
of a nature that would be required to be reported in response to 


 

















 


Item 6(e) on Schedule 14A of Regulation 14A (or
in response to any similar item on any similar schedule or form) promulgated
under the Securities Exchange Act of 1934, as amended (the “Act”),
whether or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, a Change in Control shall include: (i) the
acquisition (other than acquisition by or from the Company) after the date
hereof by any person, entity or “group,” within the meaning of Section 13(d)(3) or
14(d)(2) of the Act (excluding, for this purpose, the Company or its
subsidiaries, any employee benefit plan of the Company or its subsidiaries that
acquires beneficial ownership of voting securities of the Company, and any
qualified institutional investor that meets the requirements of Rule 13d-1(b)(1) promulgated
under the Act) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act), of 50% or more of either the then-outstanding
shares of common stock or the combined voting power of the Company’s
then-outstanding capital stock entitled to vote generally in the election of
directors; (ii) individuals who, as of the date hereof, constitute the
Board of Directors (the “Incumbent Board”) ceasing for any reason to
constitute at least a majority of the Board of Directors, provided that any
person becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board (other
than an election or nomination of an individual whose initial assumption of
office is in connection with an actual or threatened election contest relating
to the election of the directors of the Company) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board; or (iii) approval by the stockholders of the Company of (A) a
reorganization, merger or consolidation, in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own
more than 50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged, consolidated or other
surviving corporation’s then-outstanding voting securities, (B) a
liquidation or dissolution of the Company, or (C) the sale of all or
substantially all of the assets of the Company.


 


(b)           “Corporate Status”
describes the status of a person who is or was a director, officer, employee,
agent or fiduciary of the Company or of any other corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving in a similar capacity at the
written request of the Company.


 


(c)           “Disinterested Director”
means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification or advancement is sought by
Indemnitee.


 


(d)           “Enterprise” shall
mean the Company and any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that
Indemnitee is or was serving at the written request of the Company as a
director, officer, employee, agent or fiduciary.


 


(e)           “Expenses” shall
include all reasonable attorneys’ fees, retainers, disbursements of counsel,
court costs, filing fees, transcript costs, fees and expenses of experts,
witness fees and expenses, travel expenses, duplicating and imaging costs,
printing and binding costs, telephone charges, facsimile transmission charges,
computer legal research costs, postage, 


 


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delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating, participating, or
being or preparing to be a witness in a Proceeding, as well as all other “expenses”
within the meaning of that term as used in Section 145 of the General
Corporation Law of the State of Delaware and all other disbursements or
expenses of types customarily and reasonably incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, actions, suits,
or proceedings similar to or of the same type as the Proceeding with respect to
which such disbursements or expenses were incurred; but, notwithstanding
anything in the foregoing to the contrary, “Expenses” shall not include amounts
of judgments, penalties, or fines actually levied against the Indemnitee in
connection with any Proceeding.  Expenses
also shall include the foregoing incurred in connection with any appeal
resulting from any Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or
other appeal bond or its equivalent.


 


(f)            “Independent Counsel”
means a law firm, a member of a law firm or an independent practitioner that is
experienced in matters of corporation law and indemnification issues and
neither presently is, nor in the past five years has been, retained to
represent:  (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 


(g)           “Proceeding” includes
any threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation (including any internal
investigation), inquiry, administrative hearing or any other actual, threatened
or completed proceeding (including, with respect to any of the foregoing, in
relation to a waiver or renouncement pursuant to Delaware law of any interest
or expectancy of the Company in, or being offered to participate in, any business
opportunity or opportunities), whether brought by or in the right of the
Company or otherwise and whether civil, criminal, administrative or
investigative, in which Indemnitee was, is or will be involved as a party or
otherwise, by reason of the fact that Indemnitee is or was an officer or
director of the Company, by reason of any action taken by Indemnitee or of any
inaction on such Indemnitee’s part while acting as an officer or director of
the Company, or by reason of the fact that such Indemnitee is or was serving at
the request of the Company as a director, officer, employee, agent or fiduciary
of another corporation, partnership, joint venture, trust or other Enterprise;
in each case whether or not he is acting or serving in any such capacity at the
time any liability or expense is incurred for which indemnification can be
provided under this Agreement; including one pending on or before the date of
this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 8
of this Agreement to enforce such Indemnitee’s rights under this Agreement.


 


(h)           References herein to “fines”
shall not include any excise tax assessed with respect to any employee benefit
plan.


 


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(i)            References herein to a
director of another Enterprise or a director of an other Enterprise shall
include, in the case of any entity that is not managed by a board of directors,
such other position, such as manager or trustee or member of the governing body
of such entity, that entails responsibility for the management and direction of
such entity’s affairs, including, without limitation, the general partner of
any partnership (general or limited) and the manager or managing member of any
limited liability company.


 


(j)            (i) References herein
to serving at the request of the Company as a director, officer, employee,
agent, or fiduciary of another Enterprise shall include any service as a
director, officer, employee, or agent of the Company that imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan of the Company or any of its affiliates, other than solely as a
participant or beneficiary of such a plan; and (ii) if the Indemnitee has
acted in good faith and in a manner the Indemnitee reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan,
the Indemnitee shall be deemed to have acted in a manner not opposed to the
best interests of the Company for purposes of this Agreement.


 


2.             Indemnity of Indemnitee.  The Company hereby agrees to hold harmless
and indemnify Indemnitee to the fullest extent permitted by applicable law, as
such may be amended from time to time. 
In furtherance of the foregoing indemnification, and without limiting
the generality thereof:


 


(a)           Proceedings Other Than
Proceedings by or in the Right of the Company.  Except as provided in Section 10
hereof, Indemnitee shall be entitled to the rights of indemnification
provided in this Section 2(a) if, by reason of Indemnitee’s
Corporate Status, the Indemnitee is or was, or is or was threatened to be made,
a party to or is otherwise involved in any Proceeding other than a Proceeding
by or in the right of the Company to procure a judgment in its favor.  Pursuant to this Section 2(a), Indemnitee
shall be indemnified against all Expenses, judgments, penalties, fines,
liabilities and amounts paid in settlement actually and reasonably incurred by
Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any
claim, issue or matter therein, but only if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company, and with respect to any criminal Proceeding,
had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)           Proceedings by or in the
Right of the Company.  Except as
provided in Section 10 hereof, 
Indemnitee shall be entitled to the rights of indemnification provided
in this Section 2(b) if, by reason of Indemnitee’s Corporate
Status, the Indemnitee is or was, or is or was threatened to be made, a party
to or is or was otherwise involved in any Proceeding brought by or in the right
of the Company to procure a judgment in its favor.  Pursuant to this Section 2(b), Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by
the Indemnitee, or on the Indemnitee’s behalf, in connection with such
Proceeding or any claim, issue or matter therein, but only if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company; provided, however,
if applicable law so provides, no indemnification for such Expenses shall be
made in respect of any claim, issue or matter in such Proceeding as to which
the Indemnitee shall have been adjudged liable to the Company unless (and only
to the extent that) the Court of 


 


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Chancery of the State of Delaware or the court in
which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses that the Court of Chancery or such other court shall deem proper.


 


(c)           Overriding Right to
Indemnification if Successful on the Merits.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is or was, by reason of Indemnitee’s
Corporate Status or otherwise, a party to and is or was successful, on the
merits or otherwise, in any Proceeding, he shall be indemnified to the maximum
extent permitted by applicable law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith. 
If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee to the maximum extent permitted by applicable law, as such may be
amended from time to time, against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter. 
For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


 


3.             Additional Indemnity.  In addition to, and without regard to any
limitations on, the indemnification provided for in Section 2 of
this Agreement, the Company shall and hereby does, to the fullest extent
permissible under applicable law, indemnify and hold harmless Indemnitee
against all Expenses, judgments, penalties, fines, liabilities and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf if, by reason of Indemnitee’s Corporate Status, he is, or is threatened
to be made, a party to or participant in any Proceeding (including a Proceeding
by or in the right of the Company), including, without limitation, all
liability arising out of the negligence or active or passive wrongdoing of
Indemnitee.  The only limitation that
shall exist upon the Company’s obligations pursuant to this Agreement shall be
that the Company shall not be obligated to make any payment to Indemnitee that
is finally determined (under the procedures, and subject to the presumptions,
set forth in Section 7 and Section 8 hereof) to be
unlawful.


 


4.             Contribution.


 


(a)           To the fullest extent
permissible under applicable law, whether or not the indemnification provided
in Section 2 and Section 3 hereof is available, in
respect of any threatened, pending or completed action, suit or proceeding in
which the Company is jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such action, suit or
proceeding without requiring Indemnitee to contribute to such payment, and the
Company hereby waives and relinquishes any right of contribution it may have
against Indemnitee.  The Company shall
not enter into any settlement of any action, suit or proceeding in which the
Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding) unless such settlement provides for a full and
final release of all claims asserted against Indemnitee.


 


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(b)           To the fullest extent
permissible under applicable law, without diminishing or impairing the
obligations of the Company set forth in the preceding subparagraph, if, for any
reason, Indemnitee shall elect or be required to pay all or any portion of
any judgment or settlement in any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such action, suit or proceeding), the Company shall contribute
to the amount of Expenses, judgments, fines, liabilities and amounts paid in
settlement actually and reasonably incurred and paid or payable by Indemnitee
in proportion to the relative benefits received by the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are
jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction from which such action, suit or proceeding arose; provided, however,
that the proportion determined on the basis of relative benefit may, to the
extent necessary to conform to law, be further adjusted by reference to the
relative fault of the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or
would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in
such Expenses, judgments, fines, liabilities or settlement amounts, as well as
any other equitable considerations which the law may require to be
considered.  The relative fault of the
Company and all officers, directors or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, shall be determined by reference to, among other things, the degree to
which their actions were motivated by intent to gain personal profit or
advantage, the degree to which their liability is primary or secondary and the
degree to which their conduct is active or passive.


 


(c)           The Company hereby agrees to
fully indemnify and hold Indemnitee harmless from any claim of contribution
brought by officers, directors or employees of the Company, other than
Indemnitee, who may be jointly liable with Indemnitee.


 


(d)           To the fullest extent
permissible under applicable law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Company,
in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, liabilities, penalties, excise taxes,
amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such
proportion as the Board of Directors deems fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company (together with its directors,
officers, employees and agents) and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and
agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


5.             Indemnification for Expenses
of a Witness.  Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is or was,
by reason of Indemnitee’s Corporate Status or otherwise, a witness, or is or
was made (or asked) to respond to discovery requests, in any Proceeding to
which Indemnitee is not a party, he shall be indemnified to the fullest extent
permissible under applicable law against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


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6.             Advancement of Expenses.  Notwithstanding any other provision of this
Agreement, but subject to Section 9(e) hereof, the Company
shall advance all Expenses incurred by or on behalf of Indemnitee in connection
with any Proceeding by reason of Indemnitee’s Corporate Status or otherwise
within thirty (30) calendar days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such
Proceeding.  Such statement or statements
shall reasonably evidence the Expenses incurred by or on behalf of Indemnitee
and for which advancement is requested, and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall finally be determined (under the procedures, and
subject to the presumptions, set forth in Section 7 and Section 8
hereof) that Indemnitee is not entitled to be indemnified against such
Expenses.  Such undertaking shall be
sufficient for purposes of this Section 6 if it is substantially in
the form attached hereto as Exhibit A.  Any advances and undertakings to repay
pursuant to this Section 6 shall be unsecured and
interest-free.  The Indemnitee shall be entitled to advancement of
Expenses as provided in this Section 6 regardless of any
determination by or on behalf of the Company that the Indemnitee has not met
the standards of conduct set forth in Sections 2(a) and 2(b) hereof.


 


7.             Procedures and Presumptions
for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted
under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the
following procedures and presumptions shall apply in the event of any question
as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(a)           Indemnitee shall give the
Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement.  To obtain indemnification
under this Agreement, the Indemnitee shall submit to the Company a written
request for indemnification, including therein or therewith, except to the
extent previously provided to the Company in connection with a request or
requests for advancement pursuant to Section 6 hereof, a statement
or statements reasonably evidencing all Expenses incurred or paid by or on
behalf of the Indemnitee and for which indemnification is requested, together
with such documentation and information as is reasonably available to
Indemnitee and as is reasonably necessary for the Company to determine whether
and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly
upon receipt of such a request for indemnification, advise the Board of
Directors in writing that Indemnitee has requested indemnification.  Failure to provide any notice required hereby
shall not impair Indemnitee’s rights of indemnification and contribution under
this Agreement except to the extent that such failure to provide notice
actually and materially prejudices the rights of the Company to defend any
action or proceeding which is the basis of the claimed indemnification.


 


(b)           Upon written request by
Indemnitee for indemnification pursuant to the second sentence of Section 7(a) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made
by the following person or persons, who shall be empowered to make such
determination: (i) if a Change in Control shall have occurred, by
Independent Counsel (unless Indemnitee shall request in writing that such
determination be made by the Board of Directors 


 


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(or a committee thereof) in the manner provided for
in clause (ii) of this Section 7(b)) in a written opinion to
the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if
a Change of Control shall not have occurred, (A)(1) by Independent
Counsel, if Indemnitee shall request in writing that such determination be made
by Independent Counsel upon making Indemnitee’s request for indemnification
pursuant to the second sentence of Section 7(a), (2) by the
Board of Directors of the Company, by a majority vote of Disinterested
Directors even though less than a quorum, or (3) by a committee of
Disinterested Directors designated by majority vote of Disinterested Directors,
even though less than a quorum, or (B) if there are no such Disinterested
Directors or, even if there are such Disinterested Directors, if the Board of
Directors, by the majority vote of Disinterested Directors, so directs, by
Independent Counsel in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee.


 


(c)           If the determination of
entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 7(b) hereof, the Independent Counsel shall be selected
by the Board of Directors and approved by Indemnitee.  Upon failure of the Board of Directors to so
select, or upon the failure of Indemnitee to so approve, such Independent
Counsel within 20 days after submission by Indemnitee of a written request for
indemnification pursuant to Section 7(a) hereof, the
Independent Counsel shall be selected by the Court of Chancery of the State of
Delaware or such other person or body as the Indemnitee and the Company may
agree in writing.  Such determination of
entitlement to indemnification shall be made not later than forty-five (45)
days after receipt by the Company of a written request for
indemnification.  If the person making
such determination shall determine that Indemnitee is entitled to indemnification
as to part (but not all) of the application for indemnification, such person
shall reasonably pro-rate such part of indemnification among such claims,
issues or matters.  If it is so
determined that Indemnitee is entitled to indemnification, payment to
Indemnitee shall be made within ten (10) days after such
determination.  The Company shall pay any
and all reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 7(b) hereof,
and the Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 7(c), regardless of the manner in which
such Independent Counsel was selected or appointed.


 


(d)           In connection with any
determination (including a determination by the Court of Chancery of the State
of Delaware (or other court of competent jurisdiction)) with respect to
entitlement to indemnification hereunder, the burden of proof shall be on the
Company to establish that Indemnitee is not entitled to indemnification and any
decision that Indemnitee is not entitled to indemnification must be supported
by clear and convincing evidence.  The
failure of the Company (including by its directors or Independent Counsel) to
have made a determination prior to the commencement of any action pursuant to
this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, or an actual
determination by the Company (including by its directors or Independent
Counsel) that Indemnitee has not met such applicable standard of conduct, shall
not be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


(e)           In making a determination
with respect to whether Indemnitee acted in good faith and in a manner that
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, the person or persons or entity making such determination shall 


 


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presume that Indemnitee acted in good faith and in a
manner that Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company.  Anyone seeking
to overcome this presumption shall have the burden of proof and any decision
that Indemnitee is not entitled to indemnification must be supported by clear
and convincing evidence.  In addition,
and in no way limiting the provisions of this Section 7, Indemnitee
shall be deemed to have acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Enterprise, or with respect to any criminal action or proceeding to have had no
reasonable cause to believe Indemnitee’s conduct was unlawful, if Indemnitee’s
action is based on (i) the records or books of account of the Enterprise, (ii) information
supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, (iii) the advice of legal counsel for the Enterprise or (iv) information
or records given or reports made to the Enterprise by an independent certified
public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise; provided, however, that any failure by
Indemnitee to act on the advice of legal counsel for the Enterprise shall not,
in and of itself, constitute grounds for an adverse determination with respect
to whether Indemnitee acted in good faith and in a manner that Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Company.  In addition, the knowledge
and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.


 


(f)            If the person, persons or
entity empowered or selected under this Section 7 to determine
whether Indemnitee is entitled to indemnification shall not have made a
determination within sixty (60) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such
indemnification absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such sixty (60) day
period may be extended for a reasonable time, not to exceed an additional
thirty (30) days, if the person, persons or entity making such determination
with respect to entitlement to indemnification in good faith requires such
additional time to obtain or evaluate documentation and/or information relating
thereto and so notifies the Indemnitee.


 


(g)           Indemnitee shall cooperate
with the person, persons or entity making such determination with respect to
Indemnitee’s entitlement to indemnification, including providing to such
person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such
determination.  Any Independent Counsel
or member of the Board of Directors shall act reasonably and in good faith in
making a determination regarding the Indemnitee’s entitlement to
indemnification under this Agreement. 
Any costs or expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the
Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.


 


9

















 


(h)           The Company acknowledges
that a settlement or other disposition short of final judgment may be
successful if it permits a party to avoid expense, delay, distraction,
disruption and uncertainty.  In the event
that any Proceeding to which Indemnitee is or becomes a party is resolved in
any manner other than by adverse judgment against Indemnitee (including,
without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed that
Indemnitee has been successful on the merits or otherwise in such
Proceeding.  Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


(i)            The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification under this
Agreement or create a presumption that Indemnitee did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee’s conduct was
unlawful.


 


8.             Remedies of Indemnitee.


 


(a)           In the event that (i) a
determination is made pursuant to Section 7 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 6 of this
Agreement, (iii) no determination of entitlement to indemnification is
made pursuant to Section 7(b) of this Agreement within ninety
(90) days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to this Agreement within fifty-five
(55) days after receipt by the Company of a written request therefor or (v) payment
of indemnification is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification or such
determination is deemed to have been made pursuant to Section 7 of
this Agreement, Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Delaware, or in any other court of competent
jurisdiction, of Indemnitee’s entitlement to such indemnification and/or
advancement of Expenses.  The Company
shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)           In the event that a
determination shall have been made pursuant to Section 7(b) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 8 shall be conducted
in all respects as a de novo trial on the merits, and Indemnitee shall not be
prejudiced by reason of the adverse determination under Section 7(b).


 


(c)           If a determination shall
have been made pursuant to Section 7(b) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such
determination in any judicial proceeding commenced pursuant to this Section 8,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s misstatement not materially
misleading in connection with the application for indemnification, or (ii) a
prohibition of such indemnification under applicable law.


 


10
















 


(d)           In the event that (a) the
Indemnitee commences a proceeding seeking (1) to establish or enforce the
Indemnitee’s entitlement to indemnification or advancement pursuant to this
Agreement, (2) to otherwise enforce Indemnitee’s rights under or to
interpret the terms of this Agreement, (3) to recover damages for breach
of this Agreement, (4) to establish or enforce Indemnitee’s entitlement to
indemnification or advancement pursuant to the Certificate or the Bylaws, or (5) to
enforce or interpret the terms of any liability insurance policy maintained by
the Company (each such proceeding an “Indemnitee Enforcement Proceeding”),
or (b) the Company commences a proceeding against the Indemnitee seeking (1) to
recover, pursuant to an undertaking or otherwise, amounts previously advanced
to Indemnitee, (2) to enforce the Company’s rights under or to interpret
the terms of this Agreement, or (3) to recover damages for breach of this
Agreement (each such proceeding a “Company Enforcement Proceeding” and
together with each form of Indemnitee Enforcement Proceeding, an “Enforcement
Proceeding”), then the Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all Expenses
actually and reasonably incurred by or on behalf of such Indemnitee in
connection with such Enforcement Proceeding, provided, however,
if applicable law so provides, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding on which
Indemnitee does not prevail, unless (and only to the extent that) the Court of
Chancery of the State of Delaware or the court in which such Proceeding was
brought shall determine upon application that, despite the adjudication in
respect of such claim, issue or matter but in view of all the circumstances of
the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses that the Court of Chancery or such other court shall deem
proper.  The Company also shall be
required to advance all Expenses actually and reasonably incurred by or on
behalf of the Indemnitee in connection with any Enforcement Proceeding in
advance of the final disposition of such Enforcement Proceeding within thirty
(30) days after the receipt by the Company of a written request for such
advance or advances from time to time, which request shall include or be
accompanied by a statement or statements reasonably evidencing the Expenses
incurred by or on behalf of the Indemnitee and for which advancement is
requested; provided, however, that any such advancement shall be
made only after the Company receives an undertaking by or on behalf of the
Indemnitee to repay any Expenses so advanced if it shall be finally determined
that Indemnitee is not entitled to be indemnified against such Expenses.


 


(e)           The Company shall be
precluded from asserting in any judicial proceeding commenced pursuant to this Section 8
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement.


 


(f)            Notwithstanding anything in
this Agreement to the contrary, no determination as to entitlement to
indemnification under this Agreement shall be required to be made prior to the
final disposition of the Proceeding.


 


9.             Non-Exclusivity; Survival of
Rights; Insurance; Subrogation.


 


(a)           The rights of
indemnification as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under
applicable law, the Certificate, the Bylaws, any agreement, a vote of
stockholders, a resolution of directors or otherwise.  No amendment, alteration or repeal of this
Agreement or of any 


 


11

















 


provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in Indemnitee’s Corporate Status or otherwise prior to such
amendment, alteration or repeal.  To the extent
that a change in the DGCL or applicable law, whether by statute or judicial
decision, permits greater indemnification or advancement than would be afforded
currently under the Certificate, the Bylaws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. 
No right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other right or remedy.  Notwithstanding
anything in this Agreement to the contrary, the indemnification and
contribution provided for in this Agreement will remain in full force and
effect regardless of any investigation made by or on behalf of Indemnitee or
any of Indemnitee’s agents.


 


(b)           To the extent that the
Company maintains an insurance policy or policies providing liability insurance
for directors, officers, employees, or agents or fiduciaries of the Company or
of any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other Enterprise that such person
serves at the request of the Company, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any director, officer, employee, agent or
fiduciary under such policy or policies. 
If, at the time of the receipt of a notice of a claim pursuant to the
terms hereof, the Company has director and officer liability or other
applicable insurance in effect, the Company shall give prompt notice of the
commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.  The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of such policies.


 


(c)           Subject to Section 9(f),
except as otherwise agreed between the Company, on the one hand, and Indemnitee
or another indemnitor of Indemnitee, on the other, in the event of any payment
to or on behalf of the Indemnitee under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers reasonably required and take all
action reasonably necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such
rights.


 


(d)           Subject to Section 9(f),
except as otherwise agreed between the Company, on the one hand, and Indemnitee
or another indemnitor of Indemnitee, on the other, the Company shall not be
liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any Company insurance policy, Company contract, Company
agreement or otherwise (except to the extent that Indemnitee is required (by
court order or otherwise) to return such payment or to surrender it to the
Company).


 


(e)           Subject to Section 9(f),
except as otherwise agreed between the Company, on the one hand, and Indemnitee
or another indemnitor of Indemnitee, on the other, the 


 


12

















 


Company’s obligation to indemnify or advance
Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other Enterprise shall be reduced by any amount Indemnitee has actually
received as indemnification or advancement of expenses from such other
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise (except to the extent that Indemnitee
is required (by court order or otherwise) to return such payment or to
surrender it to the Company).


 


(f)            The Company hereby
acknowledges that Indemnitee is serving as a director or officer of the Company
at the request of the Company or its Board of Directors.  The Company hereby further acknowledges that
Indemnitee might have certain rights to indemnification, advancement of
Expenses and/or insurance coverage provided by one or more third parties other
than the Company and its insurers (collectively, the “Third Party
Indemnitors”).  The Company hereby
agrees that: (i) as between the Company and any Third Party Indemnitor,
the Company is the indemnitor of first resort (i.e., its obligations to
Indemnitee are primary and any obligation of any Third Party Indemnitor to
advance Expenses or to provide indemnification or insurance coverage for the
same Expenses or liabilities incurred by Indemnitee are secondary); (ii) it
shall be required to advance the full amount of Expenses incurred by or on
behalf of Indemnitee and shall be liable for the full amount of all judgments
or amounts paid in settlement to the extent legally permitted and as required
by the terms of this Agreement, the Certificate or the Bylaws (or any other
agreement between the Company and Indemnitee), without regard to any rights
Indemnitee may have against any Third Party Indemnitor; and (iii) it
hereby irrevocably and unconditionally waives, relinquishes and releases any
and all Third Party Indemnitors from any and all claims against the Third Party
Indemnitors (or any of them) for contribution, subrogation or any other
recovery of any kind in respect thereof. 
The Company further agrees that no advancement or payment by any Third
Party Indemnitor on behalf of Indemnitee with respect to any claim for which
Indemnitee has sought indemnification from the Company shall affect the
foregoing in any respect and the Third Party Indemnitors shall have a right of
contribution and/or be subrogated to the extent of such advancement or payment
to all of the rights of recovery of Indemnitee against the Company.  The Company and Indemnitee agree that the
Third Party Indemnitors are express third party beneficiaries of the terms of
this Section 9.


 


10.           Exception to Right of
Indemnification. 
Notwithstanding any provision in this Agreement, the Company shall not
be obligated under this Agreement to make any indemnity in connection with any
claim made against Indemnitee:


 


(a)           for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy, or
other indemnity provision or otherwise, except with respect to any excess
beyond the amount so paid, and except as may otherwise be agreed between the
Company, on the one hand, and Indemnitee or another indemnitor of Indemnitee,
on the other;


 


(b)           for an accounting of profits
made from the purchase and sale (or sale and purchase) by Indemnitee of
securities of the Company within the meaning of Section 16(b) of the
Act, as amended, or similar provisions of state statutory law or common law; or


 


13

















 


(c)           in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against
the Company or any of its direct or indirect subsidiaries or the directors,
officers, employees or other indemnitees of the Company or its direct or
indirect subsidiaries (other than any Proceeding initiated by Indemnitee
pursuant to Section 8(d), 
which shall be governed by the terms of such section), unless (i) the
Board of Directors of the Company authorized the Proceeding (or any part of any
Proceeding) prior to its initiation or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


11.           Successors.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company), assigns, spouses, heirs, executors and personal and
legal representatives.


 


12.           Security.  To the extent requested by Indemnitee and
approved by the Board of Directors of the Company, the Company may at any time
and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral.  Any such security,
once provided to Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.


 


13.           Enforcement.


 


(a)           The Company expressly confirms
and agrees that it has entered into this Agreement and assumes the obligations
imposed on it hereby in order to induce Indemnitee to serve or continue serving
as an officer or director of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as an officer or director
of the Company.


 


(b)           This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject
matter hereof.


 


(c)           The Company represents that
this Agreement has been approved by the Company’s Board of Directors.


 


14.           Severability.  The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision hereof.  Without limiting
the generality of the foregoing, this Agreement is intended to confer upon
Indemnitee indemnification rights to the fullest extent permitted by applicable
laws.  In the event any provision hereof
conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve
such conflict.


 


15.           Modification and Waiver.  No supplement, modification, termination or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute 


 


14

















 


a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.


 


16.           Notice By Indemnitee.  Indemnitee agrees to promptly notify the
Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document
relating to any Proceeding or matter which may be subject to indemnification
covered hereunder.  The failure to so
notify the Company shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless and only to the
extent that such failure or delay materially prejudices the Company.


 


17.           Disclosure of Payments.  Except as expressly required by any law,
neither party shall publicly disclose any payments under this Agreement unless
prior approval of the other party is obtained.


 


18.           Notices.  Unless otherwise provided herein, any notice
required or permitted under this Agreement shall be deemed effective upon the
earlier of (a) actual receipt, or (b) (i) one (1) business
day after the date of delivery by confirmed facsimile transmission, (ii) one
(1) business day after the business day of deposit with a nationally
recognized overnight courier service for next day delivery, freight prepaid, or
(iii) three (3) business days after deposit with the United States
Post Office for delivery by registered or certified mail, postage prepaid.  Any such notice shall be in writing and shall
be addressed to the party to be notified at the address indicated for such
party indicated on the signature pages or exhibits hereto, as otherwise
set forth in this Section 18, or at such other address as such
party may designate by ten (10) days’ advance written notice to the other
parties.  All communications shall be
sent:


 


(a)           To Indemnitee at the address
set forth below Indemnitee’s signature hereto;


 


(b)           To the Company at its
principal executive office;


 


or to such other address as may have been furnished
to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.


 


19.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.  This Agreement may also be executed and
delivered by facsimile or electronic signature.


 


20.           Headings.  The headings of the sections and subsections
of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


21.           Governing Law and Consent to
Jurisdiction.  This
Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware,
without regard to its conflict of laws rules. 
The Company and Indemnitee hereby irrevocably and unconditionally (i) agree
that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the 


 


15

















 


State of Delaware (the “Delaware Court”), and
not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement, (iii) consent to
service of any summons and complaint and any other process that may be served
in any action, suit, or proceeding arising out of or relating to this Agreement
by mailing by certified or registered mail, with postage prepaid, copies of
such process to such party at its address for receiving notice pursuant to Section 18
hereof, (iv) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court, and (v) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum.  Nothing herein shall preclude service of
process by any other means permitted by applicable law.


 


22.           Assignment.  Neither party hereto may assign this
Agreement without the prior written consent of the other party; provided,
however, that the Company may assign this Agreement upon a Change in
Control.


 


23.           Construction.  The parties acknowledge that both parties
have contributed to the drafting of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.


 


[signature page follows]


 


16

















 


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


 


	
  INDEMNITEE:

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  COMPANY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The Howard Hughes
  Corporation

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Authorized Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  



 


[Signature
Page to Holdings Indemnification Agreement]


 

















 


Exhibit A


 


UNDERTAKING


 


Reference is hereby made to that certain
Indemnification Agreement, by and between The Howard Hughes Corporation, a
Delaware corporation (the “Company”), and the undersigned, dated as of November     ,
2010 (the “Indemnification Agreement”). 
All initially capitalized terms used herein and not otherwise defined
herein shall have the meanings set forth in the Indemnification Agreement.


 


Pursuant to the Indemnification Agreement, I,
                                                                        ,
agree to reimburse the Company for all Expenses paid to me or on my behalf by
the Company in connection with my involvement in [name or
description of proceeding or proceedings], in the event, and to the
extent, that it shall ultimately be determined (pursuant to the terms of the
Indemnification Agreement) that I am not entitled to be indemnified by the
Company for such Expenses.


 


	
   

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Typed Name

  	
   

  
	
   

  	
   

  	
  ss:

  	
   

  	
   

  
							



 


Before me                                             ,
on this day personally appeared                                       ,
known to me to be the person whose name is subscribed to the foregoing
instrument, and who, after being duly sworn, stated that the contents of said
instrument is to the best of his/her knowledge and belief true and correct and
who acknowledged that he/she executed the same for the purpose and
consideration therein expressed.


 


GIVEN under my hand and official seal at
                ,
this               
day of
                      ,
20    .


 


 


	
   

  	
   

  
	
   

  	
  Notary Public

  



 


My commission expires: