Exhibit 10.1


 


SECOND AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


This Second Amended
and Restated Employment Agreement (this “Agreement”), effective as of December 1, 2020 (the “Effective
Date”), is entered into by and between The Howard Hughes Corporation, a Delaware corporation (the “Company”),
and David R. O’Reilly (the “Executive”).


 


RECITALS


 


WHEREAS, the Company
desires to continue to employ the Executive upon and subject to the terms, conditions, rights and obligations set forth in this
Agreement;


 


WHEREAS, the Executive
desires to accept such continued employment upon and subject to the terms, conditions, rights and obligations set forth in this
Agreement;


 


WHEREAS, the Company
and the Executive previously entered into that certain Amended and Restated Employment Agreement, dated as of February 21,
2018 (as amended on June 24, 2020, the “Original Agreement”);


 


WHEREAS, the Company
and the Executive desire to amend and restate the Original Agreement in its entirety through this Agreement; and


 


WHEREAS, the parties
desire to enter into and be bound by this Agreement.


 


NOW THEREFORE, IT
IS HEREBY AGREED THAT THE ORIGINAL AGREEMENT IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:


 


1.            Employment
Period.


 


The Company hereby
agrees to employ the Executive, and the Executive hereby agrees to work in the employ of the Company, subject to the terms and
conditions, rights and obligations of this Agreement, for the period commencing on the Effective Date and ending, unless terminated
earlier pursuant to Section 3 hereof, on the fifth (5th) anniversary of the Effective Date (the “Employment
Period”). Thereafter, the Employment Period shall renew automatically for additional periods of one (1) year, unless
either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the date of automatic
renewal.


 


2.            Terms
of Employment.


 


(a)            Position
and Duties.


 


(i)            During
the Employment Period, the Executive shall serve as Chief Executive Officer of the Company, with such authority, duties and responsibilities
as are normally attendant to such position and such other duties commensurate with this position that may be reasonably assigned
by the Company’s Board of Directors (the “Board”). In addition, the Executive shall continue to serve
as Chief Financial Officer of the Company (with corresponding authority, duties and responsibilities) until the Company appoints
a replacement interim or permanent Chief Financial Officer. The Executive shall report to the Board. On the Effective Date, the
Executive shall be appointed as a director on the Board, and the Company shall nominate the Executive for election to the Board
at each annual stockholders’ meeting of the Company that occurs during the Employment Period.


 






     


     


    

 


(ii)            During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote all of his business attention and time to the business and affairs of the Company, and to use his reasonable best efforts
to perform such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive
to (A) consistent with Company governance policies, serve on corporate boards or committees of businesses that are not competitors
of the Company, with prior written approval of the Board or an authorized committee thereof, (B) serve on civic or charitable
boards or committees, (C) manage personal and family investments, and (D) engage in lectures or teaching, so long as
any such activities referenced in Sections 3(a)(ii)(A)-(D) do not, individually or in the aggregate, interfere with the discharge
of the Executive’s responsibilities pursuant to this Agreement; provided, however, for the avoidance of doubt,
during the Employment Period, the Executive shall not hold any other management positions at other companies or any other entities.


 


(iii)            Place
of Performance. The principal place of employment of the Executive as of the Effective Date will be at the Company’s
corporate headquarters in Houston, Texas (the “Principal Location”). The Executive understands that he shall
regularly be required to travel in connection with the performance of his duties hereunder.


 


(b)            Compensation.


 


(i)            Annual
Base Salary. During the Employment Period, unless increased by the Board in its sole discretion, the Executive shall receive
an annual base salary of SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000) (the “Annual Base Salary”), payable
in equal installments in accordance with the Company’s normal payroll practice for its senior executives, subject to the
Executive’s continued employment with the Company.


 


(ii)            Annual
Bonus. Commencing in 2021, and continuing during each subsequent calendar year of the Employment Period, the Executive
shall be eligible for an annual cash bonus (the “Annual Bonus”) in the targeted amount of ONE MILLION FIVE
HUNDRED THOUSAND DOLLARS ($1,500,000) (the “Target Bonus Amount”), which shall be awarded each year during
the Employment Period by the Compensation Committee of the Board (the “Compensation Committee”) based upon
its evaluation of such performance measures and objectives as may be established by the Compensation Committee from time to
time (the “Annual Bonus Performance Metrics”). The amount of the Annual Bonus that shall be paid to
Executive each year shall be determined by the Compensation Committee based on the achievement of the Annual Bonus
Performance Metrics; provided, however, that, if the Compensation Committee establishes a minimum overall
performance goal that is required to be achieved for the Executive to be eligible to receive any Annual Bonus in respect of a
calendar year, and that minimum overall goal is achieved for such calendar year, then the Annual Bonus for such calendar year
shall be equal to at least EIGHTY PERCENT (80%) of the Target Bonus Amount, but not more than ONE-HUNDRED TWENTY
PERCENT (120%) of the Target Bonus Amount. For calendar year 2020, the Executive shall be eligible to receive an Annual Bonus
in accordance with the terms of the bonus program established by the Company for the Executive prior to the Effective Date,
based on actual performance in accordance with such program; provided, that the Executive’s target bonus under
such program for 2020 shall be deemed equal to the Target Bonus Amount. The Annual Bonus for each year shall be paid to the
Executive as soon as reasonably practicable following the end of such year and at the same time that other senior executives
of the Company receive bonus payments, but in no event later than March 15 following the end of the calendar year to
which such Annual Bonus relates.


 






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(iii)            Annual
Equity or Equity-Based Incentive Awards. Commencing in 2022, and continuing during each subsequent calendar year of the Employment
Period, the Executive shall be eligible to receive an annual equity award (the “Annual LTIP Award”), which shall
be awarded each year during the Employment Period by the Compensation Committee based upon its evaluation of such performance measures
and objectives as may be established by the Compensation Committee from time to time. The Annual LTIP Award shall be a long-term
equity or equity-based incentive award with an aggregate targeted grant value (with respect to the portion of the Annual LTIP Award
that is subject to performance metrics, based on the achievement of the applicable performance metrics that cause the award to
vest at the level of 100%, and without taking into account the probability of the award vesting at that level on the date of grant)
on the date of grant equal to TWO MILLION AND TWO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000) (the “Target LTIP Award
Amount”), with the number of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”) subject to such Annual LTIP Award determined by dividing the aggregate grant value by the closing price per share
of the Common Stock on a nationally recognized exchange or as otherwise provided for in the Incentive Plan on the date of grant,
which shall be awarded each year by the Compensation Committee based on the achievement of the Annual Bonus Performance Metrics
for the applicable year. The determination as to whether the performance goals have been achieved shall be made in the sole discretion
of the Compensation Committee. The Annual LTIP Award shall be granted to the Executive at the same time that other senior executives
of the Company are granted their annual equity or equity-based incentive awards but in no event later than March 15 following
the end of the calendar year to which such Annual LTIP Award relates. Fifty percent (50%) of each Annual LTIP Award granted to
the Executive shall provide for pro rata time vesting over five years in accordance with the terms of the applicable award
agreement (the “Time Vesting LTIP Award”) and the other fifty percent (50%) of such award shall provide for
performance-based vesting (the “Performance Vesting LTIP Award”). All Annual LTIP Awards shall be subject to
the terms and conditions of the Incentive Plan and any applicable award agreements thereunder. For purposes of this Agreement,
 “Incentive Plan” shall mean The Howard Hughes Corporation 2020 Equity Incentive Plan, as in effect from time
to time (and any successor plan thereto).


 


(iv)            Initial
Annual LTIP Award. On November 30, 2020, the Company awarded the Executive an initial Annual LTIP Award with an aggregate
targeted grant value of TWO MILLION AND TWO HUNDRED FIFTY THOUSAND DOLLARS ($2,250,000), consisting of (i) an award of stock
options with a Black-Scholes value of FIVE HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($562,500) (based on the closing price
of the Common Stock on November 30, 2020), (ii) an award of time-based restricted stock with a grant date value of EIGHT
HUNDRED FORTY-THREE THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($843,750) (based on the closing price of the Common Stock on November 30,
2020), and (iii) an award of performance-based restricted stock with a grant date value of EIGHT HUNDRED FORTY-THREE THOUSAND
SEVEN HUNDRED FIFTY DOLLARS ($843,750) (based on the closing price of the Common Stock on November 30, 2020 and the achievement
of the applicable performance metrics that cause the award to vest at the level of 100%, and without taking into account the probability
of the award vesting at that level on the date of grant). Each of the foregoing awards are subject to the terms and conditions
of the Incentive Plan and the applicable award agreements issued thereunder (including, without limitation, the vesting terms contained
therein). For the avoidance of doubt, for purposes of Section 4 of this Agreement, the stock options and time-based restricted
stock described in the foregoing clauses (i) and (ii), respectively, shall each be treated as a “Time Vesting LTIP Award”
and the performance-based restricted stock described in clause (iii) shall be treated as a “Performance Vesting LTIP
Award.”


 






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(v)            Relocation.
The Executive agrees to relocate his principal residence to the Houston, Texas metropolitan area by no later than July 31,
2021, without reimbursement by the Company for expenses in connection with such relocation. If the Board requests, and the Executive
agrees, to relocate the Principal Location outside of the Houston, Texas metropolitan area, the Company shall provide the Executive
with (A) home sale services (at market price and with no reimbursement for any loss on home price) and (B) reimbursement
in accordance with Company policy for the Executive’s reasonable and properly documented moving expenses, which shall include
the costs of moving the Executive, his family and possessions from the Principal Location to the location requested by the Board.


 


(vi)            Indemnification.
Simultaneously herewith, or as promptly as practicable hereafter, the Company and the Executive will enter into an indemnification
agreement on substantially the same terms as the indemnification agreements entered into by the Company and each of its directors
prior to the Effective Date. In addition, to the extent not covered by such indemnification agreement or the Company’s other
directors and officers indemnification arrangements, the Company shall indemnify the Executive for any losses, costs, or expenses
(including reasonable and documented attorneys’ fees) actually incurred by the Executive in connection with the Executive’s
execution of certain liquor licenses on behalf of the Company (or one or more of its subsidiaries) in New York City, New York,
to the fullest extent permitted by the Company’s organizational documents and applicable law.


 


(c)            Benefits.
During the Employment Period, except as otherwise expressly provided herein, the Executive shall be entitled to participate in
all employee welfare benefit plans, practices, policies and programs and fringe benefits to the extent applicable generally and
on a basis no less favorable than that provided to other senior officers of the Company, including, without limitation, health,
medical, dental, long-term disability and life insurance plans. The Executive shall be entitled to paid annual vacation totaling
four (4) weeks per calendar year in accordance with the Company’s vacation policy in effect from time to time.


 


(d)            Expenses.
The Company shall reimburse the Executive for all reasonable and necessary expenses actually incurred by the Executive in connection
with the business affairs of the Company and the performance of the Executive’s duties hereunder, in accordance with Company
policy as in effect from time to time.


 


(e)            Business
Travel. Notwithstanding the foregoing, to the extent that the Executive is required to travel during the Employment Period
in connection with the Executive’s duties and responsibilities hereunder, the Company shall, in accordance with Company policy
as in effect from time to time, reimburse the Executive as follows:  (i) for first class commercial air travel for the
Executive (and the Executive’s spouse, if the Executive’s spouse’s presence is required for Company events, consistent
with the Company’s general policies); and (ii) for first-class hotel accommodations.


 


3.            Termination
of Employment.


 


(a)            Death
or Permanent Disability. The Executive’s employment shall terminate automatically upon the Executive’s death or
if the Executive suffers a Permanent Disability. For purposes of this Agreement, “Permanent Disability” means
the inability of the Executive to perform the essential functions of his job with the Company by reason of a medically determinable
physical or mental impairment that can be expected to last for sixty (60) or more consecutive days or more than ninety (90) days
during any three hundred sixty-five (365) day period, as determined by a duly licensed physician. If the Executive suffers a Permanent
Disability during the Employment Period, the Company may give to the Executive written notice, in accordance with Section 12(b),
of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company
shall terminate effective on the thirtieth (30th) day after the Executive’s receipt of such notice by the Company,
provided that, within the thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of
the Executive’s duties. The Executive shall fully cooperate in connection with the determination of whether a Permanent Disability
exists.


 






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(b)            Cause.
The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement,
 “Cause” shall mean, as determined in good faith by a unanimous vote (excluding the Executive if he is then a
member of the Board) of the Board at a meeting of the Board held for such purpose, and where the Executive and the Executive’s
counsel had an opportunity (on at least 15 days prior notice) to be heard before the Board, the Executive’s:


 


(i)            conviction,
plea of guilty or no contest to any felony;


 


(ii)            gross
negligence or willful misconduct in the performance of the Executive’s duties;


 


(iii)            drug
addiction or habitual intoxication;


 


(iv)            commission
of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty, material violation of law or a material act of dishonesty
against the Company, in each case that the Board determines was willful;


 


(v)            material
and continued breach of this Agreement, after notice for substantial performance is delivered by the Company in writing that identifies
in reasonable detail the manner in which the Company believes the Executive is in breach of this Agreement;


 


(vi)            willful
material breach of Company policy or code of conduct; or


 


(vii)            willful
and continued failure to substantially perform his duties hereunder (other than such failure resulting from the Executive’s
incapacity due to physical or mental illness);


 


provided, however, that in each case the
Company shall provide the Executive with written notice that an event constituting Cause has occurred (such notice to be provided
within sixty (60) days of the initial occurrence of such event) and specifying the details of such event. With respect to any events
described under Sections 3(b)(ii), (v), (vi) or (vii) above, the Executive shall be given thirty (30) days from his receipt
of written notice to cure such events. If the Executive cures an event during such period that would otherwise constitute Cause,
then the Company will have no right to terminate the Executive’s employment for Cause. For purposes of this provision, no
act or omission on the part of the Executive shall be considered “willful” unless it is done or omitted not in good
faith or without reasonable belief that the act or omission was in the best interests of the Company. Any act or omission by the
Executive based upon a resolution duly adopted by the Board or advice of counsel for the Company shall be conclusively presumed
to have been done or omitted in good faith and in the best interests of the Company. This Section 3(b) shall not
prevent the Executive from challenging whether the Board acted in good faith in determining that Cause exists or that the Executive
has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination in accordance
with the procedures set forth in Section 10. In addition, and for the avoidance of doubt, the burden of proof regarding
the existence of Cause shall be on the Company.


 


(c)            Good
Reason. The Executive may terminate the Executive’s employment during the Employment Period for Good Reason. For purposes
of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s
written consent:


 


(i)            a
material diminution in the Executive’s base compensation;


 






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(ii)            a
material diminution in the Executive’s authority, duties or responsibilities (other than as a result of the Company’s
appointment of an interim or permanent Chief Financial Officer as contemplated in Section 2(a)(i) above);


 


(iii)            the
Executive no longer reports directly to the Board;


 


(iv)            any
other action or inaction that constitutes a material breach by the Company of this Agreement; or


 


(v)            any
requirement that the Executive relocate or maintain his Principal Location more than fifty (50) miles from Houston, Texas;


 


provided, however, that in each case the
Executive must provide the Company with written notice that an that an event constituting Good Reason has occurred (such notice
to be provided within sixty (60) days of the initial occurrence of such event) and specifying the details of such event. With respect
to any events described under Section 3(c)(i), (ii), (iv) or (v) above, the Company shall be given thirty (30) days
from its receipt of written notice to cure such events. If the Company cures an event during such period that would otherwise constitute
Good Reason, then the Executive will have no right to terminate his employment for Good Reason. Following the occurrence of a Change
in Control (as defined below), any claim by the Executive that Good Reason exists shall be presumed to be valid and correct unless
an AAA arbitrator determines, in accordance with Section 10, that the Company has established by clear and convincing
evidence that Good Reason does not exist. A termination of the Executive’s employment for Good Reason in accordance with
this Section 3(c) is intended to be treated as an involuntary separation from service for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(d)            Without
Cause. Subject to the provisions of this Agreement, the Company shall have the right to terminate the Executive’s employment
hereunder without Cause by providing the Executive with sixty (60) days’ prior written Notice of Termination, and such termination
shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.


 


(e)            Without
Good Reason. The Executive will have the right to voluntarily terminate his employment hereunder without Good Reason by providing
the Company with sixty (60) days’ prior written Notice of Termination, and such voluntary termination shall not in and of
itself be, nor shall it be deemed to be, a breach of this Agreement.


 


(f)            Notice
of Termination. Any termination by the Company or by the Executive shall be communicated by providing Notice of Termination
to the other party hereto given in accordance with Section 12(b). For purposes of this Agreement, a “Notice
of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide
a basis for termination of the Executive’s employment under the provision so indicated, and (iii) the contemplated date
of termination.


 


4.            Obligations
of the Company upon Termination.


 


(a)            Non-Change
in Control Termination (Other than Non-Renewal). If (1) during the Employment Period, the Company shall terminate the
Executive’s employment without Cause (and other than upon the Executive’s death or Permanent Disability) or (2) during
the Employment Period, the Executive shall terminate his employment for Good Reason, the Company shall have no further obligations
to the Executive except as follows:


 


(i)            the
Company shall pay or provide the Executive, to the extent not theretofore paid, as soon as practicable after the date of termination
(but in no event later than 60 days after the date of termination): (A) accrued Annual Base Salary and vacation pay through
the date of termination; (B) any reimbursement to which the Executive is entitled pursuant to Company policy, but which was
not reimbursed prior to the date of termination; and (C) any other earned but unpaid outstanding compensatory arrangements
((A), (B) and (C)), together, the “Accrued Benefits”);


 






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(ii)            the
Company shall pay the Executive at the normally scheduled time an amount equal to the product of (x) the Target Bonus Amount
multiplied by (y) a fraction, the numerator of which is the number of days of during such calendar year that the Executive
was employed by the Company and the denominator of which is 365 (the “Prorated Bonus”);


 


(iii)            the
Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the product
of one times (1x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction if the
termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus Amount; and


 


(iv)            (A) all
prior share Awards (as defined in the Incentive Plan or its predecessor), granted to Executive pursuant to any agreement(s) entered
into prior to the Effective Date between Executive and the Company to the extent outstanding as of the date of termination that
are subject to forfeiture on the date of termination shall fully vest and become non-forfeitable; provided, that any such
Awards that are subject to performance-based vesting restrictions or conditions shall instead be treated in accordance with clause
(C) of this Section 4(a)(iv), (B) all outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture
on the date of termination shall fully vest and become non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards,
if any, that are subject to forfeiture on the date of termination shall remain outstanding and continue to vest in accordance with
the terms and conditions of the grant of the applicable equity award as if Executive’s employment had continued through the
date on which the performance metrics are measured (and the Company shall take any action that is necessary to ensure that such
equity awards remain outstanding under the Incentive Plan), and at such time such equity awards shall either be vested or forfeited
based on the achievement of the applicable performance metrics (the “Continued Eligibility for Vesting”).


 


The amounts payable or to be provided under
this Section 4(a) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(b),
Section 4(c) and Section 4(d).


 


(b)            Non-Renewal.
If the Executive’s employment is terminated based on the Company electing to not renew or extend the Employment Period on
the fifth (5th) anniversary, or any subsequent anniversary, of the Effective Date, the Company shall have no further
obligations to the Executive except as follows:


 


(i)            the
Accrued Benefits;


 


(ii)            the
Prorated Bonus; and


 


(iii)            (A) all
outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become
non-forfeitable, and (B) the Continued Eligibility for Vesting.


 


The amounts payable or to be provided under
this Section 4(b) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(c) and Section 4(d).


 






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(c)            Termination
Because of Death or Permanent Disability. If, during the Employment Period, the Executive’s employment terminates because
the Executive dies or as a result of Permanent Disability, the Company shall have no further obligations to the Executive except
as follows:


 


(i)            the
Accrued Benefits;


 


(ii)           the
Prorated Bonus; and


 


(iii)          (A) all
outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become
non-forfeitable, and (B) the Continued Eligibility for Vesting.


 


The amounts payable or to be provided under
this Section 4(c) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(b) and Section 4(d).


 


(d)            Change
in Control Termination. If, during the Employment Period, the Company shall terminate the Executive’s employment without
Cause (and other than upon the Executive’s death or Permanent Disability), or if the Executive shall terminate his employment
for Good Reason, in either case, in connection with, or within twelve (12) months following, a Change in Control (any such termination
of employment, a “Change in Control Termination”), the Company shall have no further obligations to the Executive
except as follows:


 


(i)            the
Accrued Benefits;


 


(ii)           the
Prorated Bonus;


 


(iii)          the
Company shall pay the Executive, on the 60th day following the date of termination, a lump sum amount equal to the
product of two times (2x) the sum of (A) the Annual Base Salary (which shall be the Annual Base Salary prior to any reduction
if the termination is for Good Reason because of a reduction in the Annual Base Salary) plus (B) the Target Bonus
Amount; and


 


(iv)          (A) all
prior share Awards granted to Executive pursuant to any agreement(s) entered into prior to the Effective Date between Executive
and the Company to the extent outstanding as of the date of termination that are subject to forfeiture on the date of termination
shall fully vest and become non-forfeitable; provided, that any such Awards that are subject to performance-based vesting
restrictions or conditions shall instead be treated in accordance with clause (C) of this Section 4(d)(iv); (B) all
outstanding Time Vesting LTIP Awards, if any, that are subject to forfeiture on the date of termination shall fully vest and become
non-forfeitable, and (C) all outstanding Performance Vesting LTIP Awards, if any, that are subject to forfeiture on the date
of termination shall fully and immediately vest and become non-forfeitable at the greater of (1) one hundred percent (100%)
of the number of shares of Common Stock granted pursuant to each such award, or (2) the performance level that has been achieved
as of the date of termination.


 






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The amounts payable or to be provided under
this Section 4(d) shall be in lieu of any amounts that would otherwise be paid or provided under Section 4(a),
Section 4(b) and Section 4(c).


 


(e)            Condition.
The Company shall not be required to make the payments and provide the benefits specified in Sections 4(a)(ii), 4(a)(iii), 4(a)(iv),
4(b)(ii), 4(b)(iii), 4(c)(ii), 4(c)(iii), 4(d)(ii), 4(d)(iii) or 4(d)(iv) hereof unless, prior to payment, the parties
hereto (or the Executive’s estate in the event of Executive’s death) have entered into a release substantially in the
form attached hereto as Exhibit A (for which the applicable seven-day revocation period has expired), prior to the
60th day following the date of termination, under which the Executive releases the Company, its Affiliates and their
officers, directors and employees from all liability (other than the payments and benefits under this Agreement); provided, that
if the time period for executing and returning the release begins in one taxable year and ends in a second taxable year, any payments
shall not commence until the second taxable year. In the event that such release is not executed and delivered to the Company in
accordance with this Section 4(e) prior to the 60th day following the date of termination (with the
applicable seven-day revocation period having expired), the Executive shall forfeit the payments and benefits specified in Sections
4(a)(ii), 4(a)(iii), 4(a)(iv), 4(b)(ii), 4(b)(iii), 4(c)(ii), 4(c)(iii), 4(d)(ii), 4(d)(iii) or 4(d)(iv) hereof,
as applicable.


 


(f)            Resignation
from Certain Directorships. Following the Employment Period or the termination of the Executive’s employment for any
reason, if and to the extent requested by the Board, the Executive agrees to resign from the Board, all fiduciary positions (including
as trustee) and from all other offices and positions he holds with the Company and any of its Affiliates; provided, however, that
if the Executive refuses to tender his resignation after the Board has made such request, then the Board shall be empowered to
tender the Executive’s resignation from such offices and positions.


 


5.            Certain
Definitions.


 


(a)            For
purposes of this Agreement, “Change in Control” shall mean a “Change of Control,” as defined in
the Incentive Plan; provided, that notwithstanding anything to the contrary in the Incentive Plan or this Agreement, any transaction
with Pershing Square Capital Management, L.P. or any of its Affiliates shall not be deemed to be a Change in Control, unless otherwise
determined by the Board.


 


(b)            For
purposes of this Agreement, “Affiliate” means, with respect to any Person, (A) if such Person is not an
individual, any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies
of a Person, whether through the ownership of voting securities, by contract or otherwise or any entity in which such Person has
a substantial equity interest, and (B) if such Person is an individual, a spouse of such Person, or any child or parent of
such Person. For purposes of this Agreement, “Person” means any individual, partnership, corporation, limited
liability company, association, business trust, joint venture, business entity or other entity of any kind or nature, including
any business unit of such Person.


 






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6.            No
Mitigation.


 


In no event shall the
Executive be obligated to seek or obtain other employment after the date of termination, or take any other action by way of mitigation
of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced, whether
or not the Executive obtains other employment. The Company may offset any amounts that it owes to the Executive by any amounts
that the Executive owes to the Company or its Affiliates; provided that, in no event, shall any payment under this Agreement that
constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code be subject to offset
by any amount unless such offset is expressly permitted under Section 409A of the Code.


 


7.            Potential
Reductions.


 


(a)            Notwithstanding
any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Executive
(including, without limitation, any payment or benefit received in connection with a Change in Control or the termination of
the Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or
agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or
part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the
 “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of
Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the
Executive’s payments and/or benefits under this Agreement, to the extent necessary so that no portion of the Total
Payments is subject to the Excise Tax (but in no event to less than zero), in the following order: (i) any cash
severance amount, as described in Sections 4(d)(ii) and 4(d)(iii); and (ii) any acceleration of outstanding
equity compensation, as described in Section 4(d)(iv) hereof (the payments and benefits set forth in clauses
(i) through (ii) of this Section 7(a), together, the “Potential Payments”);
provided, however, that the Potential Payments shall only be reduced if (A) the net amount of such Total Payments, as so
reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments
and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total
Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after
subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to
which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out
of itemized deductions and personal exemptions attributable to such unreduced Total Payments). For purposes of determining
whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total
Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to
constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account;
(ii) no portion of the Total Payments shall be taken into account which does not constitute a “parachute
payment” within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of
Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be
taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of
Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in
Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any
non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by in accordance with
the principles of Sections 280G(d)(3) and (4) of the Code.


 






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(b)            All
determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed,
whether the Total Payments shall be reduced, the amount of any such reduction and the assumptions to be utilized in arriving at
such determinations not expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or
compensation consulting firm mutually acceptable to the Company and Executive (the “Determination Firm”) which
shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice
from the Company that a payment is due to be made hereunder, or such earlier time as is requested by the Executive. All reasonable
fees and expenses of the Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall
be binding upon the Company and Executive, absent manifest error. As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that payments which Executive
was entitled to, but did not receive as a result of application of Section 7, could have been made without the imposition
of the Excise Tax (“Underpayment”), consistent with the calculations required to be made hereunder. In such
event, the Determination Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall
be promptly paid by the Company to or for the benefit of Executive but no later than March 15 of the year after the year in
which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises.


 


(c)            The
fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 7
shall not of itself limit or otherwise affect any other rights of the Executive under this Agreement.


 





8.            Restrictive
Covenants.


 


(a)            Non-Solicit.
During the Employment Period, and for a twelve (12) month period after the Executive’s employment is terminated for any reason,
the Executive shall not (except in connection with the performance of his duties for the Company) in any manner, directly or indirectly
(without the prior written consent of the Company) Solicit (as defined below) anyone who is then an employee or independent contractor
of the Company or its Affiliates (or who was an employee or independent contractor of the Company or its Affiliates within the
prior twelve (12) months to resign from the Company or its Affiliates or to apply for or accept employment with any other business
or enterprise. For purposes of this Agreement, “Solicit” means any direct or indirect communication of any kind,
regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking
any action.


 






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(b)            Confidential
Information. The Executive hereby acknowledges that, as an employee of the Company, he will be making use of, acquiring and
adding to confidential information of a special and unique nature and value relating to the Company and its Affiliates and their
strategic plan and financial operations. The Executive further recognizes and acknowledges that all confidential information is
the exclusive property of the Company and its Affiliates, is material and confidential, and is critical to the successful conduct
of the business of the Company and its Affiliates. Accordingly, the Executive hereby covenants and agrees that he will use confidential
information for the benefit of the Company and its Affiliates only and shall not at any time, directly or indirectly, during the
term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation
or entity whatsoever, or use any confidential information for his own benefit or for the benefit of others. Notwithstanding the
foregoing, the Executive shall be authorized to disclose confidential information (i) as may be required by law or legal process
after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited
by law), or (ii) with the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement,
the Executive shall not be prohibited from: (i) filing and, as provided for under Section 21F of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) maintaining the confidentiality of a claim with a government agency
that is responsible for enforcing a law; (ii) providing confidential information to the extent required by law or legal process
or permitted by Section 21F of the Exchange Act; (iii) cooperating, participating or assisting in any government or regulatory
entity investigation or proceeding; or (iv) receiving an award for information provided to any government agency that is responsible
for enforcing the law.


 


(c)            Non-Competition.
During the Employment Period, and for a twelve (12) month period after the Executive’s employment is terminated for any
reason, the Executive shall not directly or indirectly (whether for compensation or otherwise) own or hold any interest in,
manage, operate, control, consult with, render services for, or in any manner participate in any business that is directly
competitive with the business of the Company, either as a general or limited partner, proprietor, shareholder, officer,
director, agent, employee, consultant, trustee, Affiliate or otherwise. Nothing herein shall prohibit the Executive from
being a passive owner of not more than 2% of the outstanding securities of any publicly traded company engaged in the
business of the Company.


 


(d)            Survival.
Any termination of the Executive’s employment or of this Agreement shall have no effect on the continuing operation of this
Section 8.


 


(e)            Non-Disparagement.
During the Employment Period and thereafter, the Executive shall not, in any manner, directly or indirectly through another person
or entity, knowingly make any false or any disparaging or derogatory statements about the Company, any of its Affiliates or any
of their employees, officers or directors. The Company, in turn, agrees that it will not make, in any authorized corporate communications
to third parties, and it will direct the members of the Board and the executive officers of the Company, not to in any manner,
directly or indirectly through another person or entity, knowingly make any false or any disparaging or derogatory statements about
the Executive; provided, however, that nothing herein shall prevent either party from giving truthful testimony or from otherwise
making good faith statements in connection with legal investigations or other proceedings.


 






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(f)            Enforcement.
If, at the time of enforcement of this Section 8, a court of competent jurisdiction holds that the restrictions stated
herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical
area reasonable under such circumstances shall be substituted for the stated period, scope or area. Because the Executive’s
services are unique and because the Executive has access to confidential information, the parties hereto agree that money damages
would be an inadequate remedy for any breach of this Section 8. Therefore, in the event of a breach or threatened breach
of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor,
apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or
prevent any violations of, the provisions hereof.


 


9.            Successors.


 


(a)            This
Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s legal representatives.


 


(b)            This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.


 


(c)            The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
Upon the occurrence of a Change in Control, the Company will similarly require the acquiring entity to assume the
Company’s obligations under this Agreement. As used in this Agreement, “Company” shall mean the
Company as defined above and any successor to its business and/or assets (or the acquiring entity upon the occurrence
of a Change in Control as described and defined above).


 


10.            Disputes.


 


(a)            Jurisdiction
and Choice of Forum. Except as set forth in Section 8(f), all disputes directly or indirectly arising under or
related to the employment of the Executive or the provisions of this Agreement shall be settled by final and binding arbitration
under the rules of the American Arbitration Association (“AAA”) then in effect, such arbitration shall
be held in Houston, Texas, as the sole and exclusive remedy of the parties. The arbitration shall be heard by one (1) AAA
arbitrator who shall be selected by AAA. The arbitrator shall have the authority to order expedited discovery and shall set a hearing
within ninety (90) days following the arbitrator’s appointment as arbitrator by the AAA. The arbitrator shall render an award
and decision not later than thirty (30) days following the closing of arbitration hearing. Judgment on any arbitration award may
be entered in any court of competent jurisdiction. The prevailing party in any arbitration hearing shall also be entitled to recover
his/its costs and attorneys’ fees.


 






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(b)            Governing
Law. This Agreement and any disputes, claims or defenses arising under it will be governed by and construed in accordance with
the law of the State of Delaware applicable to contracts made and to be performed entirely within that State.


 


11.            Section 409A
of the Code.


 


(a)            Compliance.
The intent of the parties is that payments and benefits under this Agreement are either exempt from or comply with Section 409A
of the Code (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to that end. The parties acknowledge and agree that the interpretation of Section 409A and its application to
the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available.
In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive by Section 409A
or any damages for failing to comply with Section 409A.


 


(b)            Six
Month Delay for Specified Employees. If any payment, compensation or other benefit provided to the Executive in connection
with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation”
within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A,
no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination
or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise
would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid
to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately
following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms
of this Agreement.


 





(c)            Termination
as a Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination
of employment until such termination is also a “separation from service” within the meaning of Section 409A
and for purposes of any such provision of this Agreement, references to a “resignation,” “termination,”
 “terminate,” “termination of employment” or like terms shall mean separation from service.


 


(d)            Payments
for Reimbursements and In-Kind Benefits. All reimbursements for costs and expenses under this Agreement shall be paid in no
event later than the end of the calendar year following the calendar year in which the Executive incurs such expense. With regard
to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A,
(i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and
(ii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect
the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.


 


(e)            Payments
within Specified Number of Days. Whenever a payment under this Agreement specifies a payment period with reference to a number
of days (e.g., “payment shall be made within 30 days following the date of termination”), the actual date of payment
within the specified period shall be within the sole discretion of the Company.


 






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(f)            Installments
as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for purposes of Section 409A,
each installment shall be treated as a separate payment.


 


12.          Miscellaneous.


 


(a)            Amendment.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective
successors and legal representatives.


 


(b)            Notices.
Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered, mailed by certified
or registered mail, return receipt requested, or by email transmission. The parties agree that any notices shall be given at the
following addresses; provided that the parties may change, at any time and from time to time, by written notice to the other, the
address which it or he had previously specified for receiving notices:


 


If to the Executive:


 


at the Executive’s primary residential address

as shown on the records of the Company


 


If to the Company:


at the Company’s corporate headquarters

Attention: Office of the General Counsel


 


with a copy to:


 


William A. Ackman, Chairman of the Board

888 Seventh Avenue, 42nd Floor

New York, NY 10019


 


or to such other address as either party
shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually
received by the addressee.


 


(c)            Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.


 


(d)            Tax
Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes
as shall be required to be withheld pursuant to any applicable law or regulation.


 






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(e)            Compliance
with Dodd-Frank. All payments under this Agreement, if and to the extent they are subject to the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the “Dodd-Frank Act”), shall be subject to any incentive compensation policy established
from time to time by the Company to comply with the Dodd-Frank Act. The Executive acknowledges and agrees that the Company may
from time to time establish incentive compensation policies that may apply to this Agreement and the awards contemplated hereunder.


 


(f)             No
Waiver. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement
or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the Company’s
right to terminate the Executive for Cause pursuant to Section 3 (subject to Executive’s right to challenge such
determination in accordance with the provisions set forth in Section 3), shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.


 


(g)            No
Strict Construction. It is the parties’ intention that this Agreement not be construed more strictly with regard to the
Executive or the Company.


 


(h)            Entire
Agreement. This Agreement shall supersede any other employment or severance agreement or similar arrangements between the parties,
and shall supersede any prior understandings, agreements or representations by or among the parties, written or oral, whether in
term sheets, presentations or otherwise (including, without limitation, the Original Agreement), relating to the subject matter
hereof. In the event of any inconsistency or conflict between any terms, definitions or conditions of this Agreement and the terms,
definitions or conditions of any other agreement, the terms, definitions and conditions of this Agreement shall govern and control.


 





(i)             Counterparts.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


(j)             Section References;
Captions. Any reference to a “Section” herein is a reference to a section of this Agreement unless otherwise stated.
The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.


 


[Remainder of page intentionally
left blank]


 









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IN WITNESS WHEREOF,
the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from the Board or other duly authorized
governing body, the Company has caused these presents to be executed in its name on its behalf, all effective as of the Effective
Date.


 


	 	EXECUTIVE
	 	 
	 	/s/ David R. O’Reilly
	 	David R. O’Reilly
	 	 
	 	THE HOWARD HUGHES CORPORATION
	 	 
	 	By	/s/ Peter F. Riley
	 	 	Name: Peter F. Riley
	 	 	Title: Senior Executive Vice President,


    General Counsel & Secretary




 


[Signature Page to O’Reilly Employment Agreement]


 









     


     


    

 


EXHIBIT A


 


WAIVER AND RELEASE AGREEMENT


 


This Waiver and Release
Agreement (hereinafter “Release”) is entered into among David R. O’Reilly (hereinafter “Executive”)
and The Howard Hughes Corporation, a Delaware corporation (the “Company”).


 


The parties previously
entered into an employment agreement effective as of December 1, 2020 (the “Employment Agreement”), pursuant
to which Executive is entitled to certain payments and benefits upon termination of employment subject to the execution and nonrevocation
of this Release. Executive has had a termination of employment pursuant to the Employment Agreement.


 


NOW THEREFORE, in consideration
of certain payments and benefits under the Employment Agreement, Executive and the Company agree as follows:


 


1.            Executive
expressly waives and releases the Company, its affiliates and related entities, parent corporations and subsidiaries, and all
current and former directors, administrators, supervisors, managers, agents, officers, partners, stockholders, attorneys,
insurers and employees of the Company and its affiliates, related entities, parent corporations and subsidiaries, and their
successors and assigns (the “Company Released Entities”), from any and all claims, actions and causes of
action, at law or in equity, known or unknown, including, without limitation, those directly or indirectly relating to or
connected with Executive’s employment with the Company or termination of such employment, including but not limited to
any and all claims under the Texas Commission on Human Rights Act, the Texas Payday Act, the Employee Retirement Income
Security Act of 1974, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with
Disabilities Act, as such Acts have been amended, and all other forms of employment discrimination whether under federal,
state or local statute or ordinance, wrongful termination, retaliatory discharge, breach of express, implied, or oral
contract, interference with contractual relations, defamation, intentional infliction of emotional distress and any other
tort or contract claim under common law of any state or for attorneys’ fees, based on any act, transaction,
circumstance or event arising up to and including the date of Executive’s execution of this Release; provided, however,
that (i) nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with,
or participate in, any investigation before the Equal Employment Opportunity Commission, or any similar local, state or
federal agency, or to file a claim for unemployment compensation benefits, and/or any causes of action which by law Executive
may not legally waive, (ii) Executive does not release the Company Released Entities from any rights and/or claims
(a) Executive may have that arise after the date Executive signs this Release, (b) that by law cannot be waived by
private agreement, (c) to enforce the Employment Agreement in accordance with its terms (including the severance
provisions set forth in the Employment Agreement), subject to the terms of this Release or (d) to enforce this Release.
Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or
related to any cause of action or liability released in this Release, Executive waives any right to, and will not accept, any
payments, monies, damages, or other relief, awarded in connection therewith. Notwithstanding anything to the contrary in this
Release, Executive shall not be prohibited from: (i) filing and, as provided for under Section 21F of the
Securities Exchange Act of 1934, maintaining the confidentiality of a claim with a government agency that is responsible for
enforcing a law; (ii) providing confidential information to the extent required by law or legal process or permitted by
Section 21F of the Securities Exchange Act of 1934; (iii) cooperating, participating or assisting in any government
or regulatory entity investigation or proceeding; or (iv) receiving an award for information provided to any government
agency that is responsible for enforcing the law. The Company expressly waives and releases Executive from any and all
claims, actions and causes of action, at law or in equity, known or unknown, arising prior to the Effective Date; provided,
however, the Company does not release Executive from any of the following rights and/or claims: (i) any rights and/or
claims the Company may have that arise after the date Executive signs this Release; (ii) any rights and/or claims that
by law cannot be waived by private agreement; (iii) any rights and/or claims which are based upon any acts or omissions
of Executive that involve fraud or arising out of acts that constitute a violation of criminal laws; (iv) any rights
and/or claims to enforce the Employment Agreement in accordance with its terms (including the restrictive covenants set forth
in the Employment Agreement), subject to the terms of this Release; or (v) any rights and/or claims to enforce this
Release.


 






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2.            Executive
acknowledges: (a) that Executive has been advised in writing hereby to consult with an attorney before signing this Release,
and (b) that Executive has had at least [twenty-one (21)][forty-five (45)] days after receipt of this information and Release
to consider whether to accept or reject this Release. Executive understands that Executive may sign this Release prior to the end
of such [twenty-one (21)][forty-five (45)] day period, but is not required to do so. In addition, Executive has seven (7) days
after Executive signs this Release to revoke it. Such revocation must be in writing and delivered either by hand or mailed and
postmarked within the seven (7) day revocation period. If sent by mail, it is requested that it be sent by certified mail,
return receipt requested to the Company, in care of the office of the General Counsel. If Executive revokes this Release as provided
herein, it shall be null and void. If Executive does not revoke this Release within seven (7) days after signing it, this
Release shall become enforceable and effective on the eighth (8th) day after the Executive signs this Release (the “Effective
Date”).


 


3.            Executive
and the Company agree that neither this Release nor the performance hereunder constitutes an admission by the Company or any of
its affiliates of any violation of any federal, state or local law, regulation, or common law, or any breach of any contract or
any other wrongdoing of any type.


 


4.            This
Release shall be construed and enforced pursuant to the laws of the State of Delaware as to substance and procedure, including
all questions of conflicts of laws.


 


5.            This
Release constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior
and contemporaneous agreements, if any, between the parties relating to the subject matter thereof; provided that this
Release does not apply to: (a) any claims under employee benefit plans subject to the Employee Retirement Income
Security Act of 1974 in accordance with the terms of the applicable employee benefit plan, or any option agreement or other
agreement pursuant to which Executive may exercise rights after termination of employment to acquire stock or other equity of
the Company, (b) any claim under or based on a breach of this Release or Sections 4 or 8 of the Employment
Agreement after the date that Executive signs this Release; (c) rights or claims that may arise under the Age
Discrimination in Employment Act or otherwise after the date that Executive signs this Release; or (d) any right to
indemnification or directors and officers liability insurance coverage to with Executive is otherwise entitled in accordance
with the Employment Agreement.


 






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6.            EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE HAS FULLY READ AND FULLY UNDERSTANDS THIS RELEASE; AND THAT EXECUTIVE ENTERED INTO IT FREELY AND VOLUNTARILY
AND WITHOUT COERCION OR PROMISES NOT CONTAINED IN THIS RELEASE.


 


	EXECUTIVE	 
	 	 
	David R.
    O’Reilly	 
	 	 
	THE HOWARD
    HUGHES CORPORATION	 
	 	 
	By:	               	 







	 	Name:	 	 
	 	Title:	 	 




 






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