Exhibit
10.14


 


EXECUTION COPY


 


THE HOWARD HUGHES CORPORATION

NON-QUALIFIED STOCK OPTION AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made and entered into as of
November 9, 2010 (the “Grant Date”) by and between The Howard
Hughes Corporation, a Delaware corporation (the “Company”) and Adam S.
Metz (the “Employee”).


 


WHEREAS,
General Growth Properties, Inc., a Delaware corporation (“GGP”)
granted Employee an option to purchase 1,015,761 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
..098344 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 99,893 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”)).  The Option is fully vested as of the date
hereof.


 


(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.


 

















 


(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 


 

















 


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.


 

















 


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:               Adam S. Metz 

c/o General Growth Properties, Inc. 

110 North Wacker Drive

Chicago, Illinois 60606


 


(e)           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under 


 

















 


applicable law, but if any provision of this
Agreement or the application thereof to any party or circumstance shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the minimal extent of such provision or the remaining provisions
of this Agreement or the application of such provision to other parties or
circumstances.


 


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


 


11.           Incorporation of the 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.


 


[signature
page follows]


 

















 


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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Rael Diamond

  
	
   

  	
  Name:

  	
  Rael
  Diamond

  
	
   

  	
  Title:

  	
  Interim
  Chief Financial Officer

  



 


 


[SIGNATURE PAGE TO METZ
OPTION AGREEMENT]


 

















 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ Adam S. Metz

  
	
   

  	
  Adam S. Metz

  



 


 


[SIGNATURE PAGE TO METZ
OPTION AGREEMENT]