exv10w3





Exhibit 10.3



EXECUTION VERSION




GENERAL GROWTH PROPERTIES, INC.

NON-QUALIFIED STOCK OPTION AGREEMENT




     THIS AGREEMENT (the “Agreement”) is made and entered into as of November 3, 2008 (the
“Grant Date”) by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the
“Company”) and Adam S. Metz (the “Employee”).



     WHEREAS, the Company desires to award the Employee a Non-Qualified Stock Option to purchase
shares of common stock $.01 par value, of the Company (the “Common Stock”) outside of any
Company stock incentive plan; and



     WHEREAS, the Employee wishes to acquire the right to purchase shares of Common Stock granted
hereby.



     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 (the
“Option”) to purchase 1,000,000 shares of Common Stock at a purchase price of
$3.73 per share, the closing price of the Common Stock on the Grant Date, as reported in
The Wall Street Journal subject to the vesting and exercise requirements as set forth in this
Agreement. This Option is a Non-Qualified Stock Option and is not intended to qualify as an
incentive stock option as defined in, and subject to, Section 422 of the Code.



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



     2. Time for Exercise of Options.




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




     (b) Notwithstanding the foregoing, if prior to October 25, 2009, the Company terminates
the Employee’s employment for other than Cause or Disability (as each term in defined in the
employment agreement between the Company 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 as provided in Section 3 hereof.





 









 










     3. Termination of Employment.




     (a) If the Employee’s employment with the Company, an Affiliate or a Subsidiary
terminates by reason of a termination by the Company 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 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, 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, 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, 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, an Affiliate or a
Subsidiary terminates for Cause, any unexercised portion of the Option shall expire



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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 (as defined in Section 13 of the Plan), the Board 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



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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.



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	   	(1) If to the Company:	 	 General Growth Properties, Inc.

110 North Wacker Drive

Chicago, Illinois 60606
	 
	   	(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 Company 2003 Incentive Stock Plan Terms. The parties hereby
incorporate all of the terms and conditions of the Plan into the terms of this Agreement, and this
Agreement shall be interpreted and administered as if the Option were granted pursuant to the Plan.


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




	 	 	 	 	 
	 	GENERAL GROWTH PROPERTIES, INC.

 	 
	 	/s/ Ronald Gern
 	 
	 	Ronald Gern 	 
	 	General Counsel 	 
	 
	 	EMPLOYEE

 	 
	 	/s/ Adam S. Metz
 	 
	 	Adam S. Metz 	 
	 	 	 
	 




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