exv10w2







Exhibit 10.2




EXECUTION VERSION




EMPLOYMENT AGREEMENT




     AGREEMENT, dated the 2nd day of November, 2008, by and among General Growth Properties, Inc.,
a Delaware corporation (the “Company”), GGP Limited Partnership, a Delaware limited partnership
(the “Partnership”), and Thomas H. Nolan (the “Executive”), but is intended to be effective as of
the 26th day of October, 2008 (the “Effective Date”).



     NOW, THEREFORE, IT IS HEREBY AGREED 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 of this
Agreement, for the period commencing on the Effective Date and ending on the first anniversary of
the Effective Date (the “Employment Period”).



     2. Terms of Employment.



          (a) Position and Duties.





          (i) During the Employment Period, the Executive shall serve as interim President of
the Company and of the Partnership, with the appropriate authority, duties and
responsibilities attendant to such position and any other duties that may be reasonably
assigned by the Company’s Board of Directors (the “Board”). The Executive shall report
directly to the Chief Executive Officer of the Company. The Company shall cause the
Executive to be nominated for election to the Board 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 the
Executive’s 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) serve, with prior approval of the Board, on corporate boards or committees, (B) serve
on civic or charitable boards or committees, and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with this Agreement.



 









 





          (b) Compensation.





          (i) Annual Base Salary. During the Employment Period, the Executive shall
receive an annual base salary (“Annual Base Salary”) of $1,250,000 payable in equal
installments in accordance with the Partnership’s normal payroll practice for its senior
executives, subject to the Executive’s continued active employment with the Company and the
Partnership.




          (ii) Bonus. During the Employment Period, the Executive shall be entitled to
receive a bonus of $1,600,000 , payable in four equal installments (subject to the
Executive’s continued active employment with the Company on such payment date) of $400,000
on February 2, 2009, May 2, 2009, August 2, 2009 and October 25, 2009 (such payments
collectively, the “Fixed Bonus”). In addition, subject to the Executive’s employment
through the end of the Employment Period, the Executive shall be entitled to receive a
bonus of $800,000, with such amount subject to reduction by the Compensation Committee of
the Board (the “Compensation Committee”) in its sole discretion, to the extent the
Compensation Committee determines that the Company’s performance or the Executive’s
personal performance warrant such reduction (the “Discretionary Bonus”); provided,
that any Discretionary Bonus shall be paid to the Executive by November 11, 2009.




          (iii) Stock Options. On the date hereof, the Executive shall be granted stock
options (the “Option Grant”) to purchase 800,000 shares of the Company’s common stock, par
value $0.01 per share. The stock options awarded pursuant to the Option Grant shall have
an exercise price equal to the closing price of the Company’s common stock as reported in
The Wall Street Journal on November 3, 2008, shall cliff-vest (subject to earlier vesting
pursuant to Section 4(a)(ii)) on the earlier of (1) the first anniversary of the Effective
Date and (2) a Change in Control (as defined in the Company’s 2003 Incentive Stock Plan
(the “2003 Plan”)), shall have a term of 5 years and shall be granted outside of any
Company stock incentive plan but shall be granted pursuant to an award agreement with the
terms of the award agreement attached hereto as Exhibit A.




          (iv) Indemnification and Liability Insurance. The Company shall continue to
indemnify the Executive pursuant to the Indemnification Agreement between the Company and
the Executive, dated as of April 1, 2005 (the “Indemnification Agreement”), and the
indemnification provided therein shall continue for a period of 6 years following the time
the Executive’s employment is terminated.



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          (c) Benefits.





          (i) During the Employment Period, except as otherwise expressly provided herein, the
Executive shall be entitled to participate in all employee benefit and other plans,
practices, policies and programs and fringe benefits on a basis no less favorable than that
provided to other senior officers of the Company, provided, that the Executive
shall be entitled to paid annual vacation totaling four weeks per year.




          (ii) Temporary Housing and Travel. During the Employment Period, the Company
shall reimburse the Executive for the reasonable costs of  (A) temporary housing for the
Executive in an appropriate, furnished, two-bedroom Company-owned or Company-leased
apartment located within reasonable proximity to the Company’s downtown Chicago, Illinois
headquarters and (B) airfare for the Executive’s reasonable travel to and from the
Executive’s residence in Arizona, at a class of travel customary for the Company’s
directors and officers; provided that such reimbursements shall be made to the
Executive in accordance with the Company’s standard expense reimbursement policies.



     3. Termination of Employment.



          (a) Death or Disability. The Executive’s employment shall terminate automatically upon the
Executive’s death during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant to the definition
of Disability set forth below), it may give to the Executive written notice, in accordance with
Section 11(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 30th day after the
Company’s receipt of such notice by the Executive (the “Disability Effective Date”),
provided, that within the 30 days after such receipt, the Executive shall not have returned
to full-time performance of the Executive’s duties. For purposes of this Agreement, “Disability”
shall have the meaning ascribed under the Company’s long term disability plan.




          (b) Cause. The Company may terminate the Executive’s employment during the Employment Period
with or without Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s:





          (i) conviction by a court of competent jurisdiction of a felony under Federal law or
the law of the state in which such action occurred;




          (ii) willful dishonesty in the course of fulfilling the Executive’s material
employment duties;



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     (iii) commission of a material act of fraud or embezzlement;




     (iv) willful failure to substantially perform the Executive’s responsibilities under
this Agreement; or




     (v) willfully (x) impeding, (y) endeavoring to influence, obstruct or impede or (z)
failure to materially cooperate with an investigation authorized by the Board, a
self-regulatory organization empowered with self-regulatory responsibilities under federal
securities or state laws or a governmental department or agency;


unless, in the case of clauses (ii) through (v), the event constituting Cause is curable and has
been cured to the extent possible by the Executive within 30 business days of his receipt of notice
from the Company that an event constituting Cause has occurred and specifying the details of such
event.



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 in bad faith or without reasonable belief that the act or
omission was in the best interests of the Company. Any act or omission 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. “Cause” shall
not include bad judgment or failure of the Company or Partnership to meet financial performance
objectives. The cessation of the Executive’s employment shall not be deemed to be for Cause unless
and until there shall have been delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding
the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice
is provided to the Executive and the Executive is given an opportunity, together with counsel, to
be heard before the Board) finding that, in the opinion of the Board, the Executive is guilty of
the conduct described above, and specifying the particulars thereof in detail. Notwithstanding the
foregoing, if the Board reasonably believes in good faith that facts exist that may justify a
termination for Cause, the Board retains the right to (i) immediately terminate the Executive’s
employment (without any obligation to pay or provide any benefits described in Section 4), and
(ii) call the Board meeting and comply with the other requirements described in the preceding
sentence within 90 days thereafter (the “Determination Period”); provided that promptly
following the Determination Period, the Executive shall be paid or provided the applicable benefits
described in Section 4. If the Company does not deliver to the Executive a Notice of Termination
within 90 days after any member of the Board who is not a party to such act or omission has had
knowledge, or should have had knowledge, that an event constituting Cause has occurred, the event
will no longer constitute Cause.




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          (c) Resignation. The Executive may terminate the Executive’s employment during the Employment
Period for any reason.




          (d) Notice of Termination. Any termination by the Company or by the Executive shall be
communicated by Notice of Termination to the other party hereto given in accordance with
Section 11(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) if
the Date of Termination (as defined below) is other than the date of receipt of such notice,
specifies the Date of Termination. The failure by the Company to set forth in the Notice of
Termination any fact or circumstance which contributes to a showing of Cause shall not waive any
right of the Company, hereunder, or preclude the Company, from asserting such fact or circumstance
in enforcing the Company’s rights hereunder.




          (e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is
terminated by the Company other than for Disability, the date of receipt of the Notice of
Termination or any later date specified therein within 90 days of such notice, (ii) if the
Executive’s employment is terminated by the Executive, 30 days after receipt of the Notice of
Termination (provided, that the Company may accelerate the Date of Termination to an earlier date
by providing the Executive with notice of such action) and (iii) if the Executive’s employment is
terminated by reason of death or Disability, the Date of Termination shall be the date of the
Executive’s death or the Disability Effective Date, as the case may be.




     4. Obligations of the Company upon Termination.



          (a) Other Than For Cause. If, during the Employment Period, the Company shall terminate the
Executive’s employment other than for Cause or Disability, the Company shall have no further
obligations to the Executive other than:





          (i) the Company shall pay to the Executive a lump sum in cash within 5 days after the
Date of Termination (subject to Section 4(d)) of an amount equal to (A) the Base Salary
through the end of the Employment Period and (B) if such termination occurs after a Change
in Control, an additional amount equal to the sum of (x) any Fixed Bonus remaining unpaid
as of the Date of Termination plus (y) the Discretionary Bonus at the amount stated in
Section 2(b)(ii);




          (ii) a pro-rata portion (but not less than 50%) of the Option Grant shall vest, based
on the number of days of actual employment during the Employment Period through the Date of
Termination, divided by 365;



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such options shall remain exercisable until the earlier of (1) the expiration of their
term and (2) the one-year anniversary of the Date of Termination;




          (iii) within 30 days of the date hereof, at Executive’s election, either (A) the
Company shall provide medical and dental benefits to the Executive, his spouse and his
eligible dependents on the same basis and at the same cost as such benefits are then
currently provided to the Executive (the “Medical Benefits”) through the end of the
Employment Period; provided that such benefits shall be secondary to any other coverage
obtained by the Executive; or (B) the Company shall pay the Executive the monthly amount of
the Company’s contribution toward Medical Benefits on a monthly basis; and




          (iv) to the extent not theretofore paid or provided, subject to Section 11(g), the
Company shall timely pay or provide to the Executive any other amounts or benefits required
to be paid or provided or which the Executive is eligible to receive under any plan,
program, policy or practice or other contract or agreement of the Company and its
affiliated companies through the Date of Termination, (such other amounts and benefits
shall hereinafter be referred to as the “Other Benefits”).



          (b) Death; Disability. If, during the Employment Period, the Executive’s employment shall
terminate on account of death (other than via death after delivery of a valid Notice of Termination
without Cause) or Disability, the Company shall have no further obligations to the Executive other
than to provide the Executive (or his estate) (i) the Annual Base Salary through the Date of
Termination to the extent theretofore unpaid, (ii) the Medical Benefits and (iii) the Other
Benefits.




          (c) For Cause; Resignation for Any Reason. If, during the Employment Period, the Company
shall terminate the Executive’s employment for Cause or the Executive terminates his employment for
any reason, the Company shall have no further obligations to the Executive other than the
obligation to pay to the Executive (i) the Annual Base Salary through the Date of Termination to
the extent theretofore unpaid and (ii) the Other Benefits.




          (d) Condition. The Company shall not be required to make the payments and provide the
benefits specified in Section 4(a)(i), (ii) and (iii) unless, prior to payment, the parties hereto
have entered into a release (for which the applicable 7 day revocation period has expired) within
55 days following the Date of Termination, under which the Executive releases the Company, its
affiliates and its officers, directors and employees from all liability (other than the payments
and benefits under this Agreement or any option award). The Company and the Partnership shall
tender the release to the Executive within 2 business days of the Executive’s Date of Termination.




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          (e) 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. Full Settlement. The Company’s obligation to make the payments provided for in this
Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which the Company may have
against the Executive or others. In no event shall the Executive be obligated to seek other
employment, 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.



     6. Section 4999 of the Code.



          (a) General Rules. Anything in this Agreement to the contrary notwithstanding, in the event
it shall be determined that any payment, award, benefit or distribution (or any acceleration of any
payment, award, benefit or distribution) by the Company (or any of its affiliated entities) or any
entity which effectuates a Change in Control (or any of its affiliated entities) to or for the
benefit of Executive (whether pursuant to the terms of this Agreement or otherwise, but determined
without regard to any additional payments required under this Section 6) (the “Payments”) would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the “Code”), or any interest or penalties are incurred by Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then the Company shall pay to Executive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any
Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
equal to the sum of (x) the Excise Tax imposed upon the Payments and (y) the product of any
deductions disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted
gross income and the highest applicable marginal rate of federal income taxation for the calendar
year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the
Gross-Up Payment, the Executive shall be deemed to (i) pay federal income taxes at the Executive’s
actual marginal rates of federal income taxation for the calendar year in which the Gross-Up
Payment is to be made, (ii) pay applicable state and local income taxes at the Executive’s actual
marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of
the actual reduction in federal income taxes which could be obtained from deduction of such state
and local taxes and (iii) have otherwise allowable deductions for federal income tax




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purposes at least equal to those which could be disallowed because of the inclusion of the
Gross-Up Payment in the Executive’s adjusted gross income. Notwithstanding the foregoing
provisions of this Section 6(a), if it shall be determined that Executive is entitled to a Gross-Up
Payment, but that the Payments would not be subject to the Excise Tax if the Payments were reduced
by an amount that is less than 10% of the portion of the Payments that would be treated as
“parachute payments” under Section 280G of the Code, then the amounts payable to Executive under
this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to
Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), and no Gross-Up Payment
shall be made to Executive. In the event that the Payments would be reduced as provided in this
Section 6(a), then such reduction shall be determined in a manner which has the least economic cost
to Executive and, to the extent the economic cost is equivalent, the Payments will be reduced in
the inverse order of when the Payments would have been made to Executive until the reduction
specified is achieved. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts
payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the
amounts payable hereunder would not result in a reduction of the Payments to the Safe Harbor Cap,
no amounts payable under this Agreement shall be reduced pursuant to this provision.




          (b) Determinations. Subject to the provisions of Section 6(a), all determinations required to
be made under this Section 6, including whether and when a Gross-Up Payment is required, the amount
of such Gross-Up Payment, the amount of any Option Redetermination (as defined below), the
reduction of the Payments to the Safe Harbor Cap and the assumptions to be utilized in arriving at
such determinations, shall be made by the public accounting firm that is retained by the Company as
of the date immediately prior to the Change in Control (the “Accounting 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 or the Executive that there has been a Payment, or such earlier
time as is requested by the Company (collectively, the “Determination”). For the avoidance of
doubt, the Accounting Firm may use the Option Redetermination amount in determining the reduction
of the Payments to the Safe Harbor Cap. Notwithstanding the foregoing, in the event (i) the Board
shall determine prior to the Change in Control that the Accounting Firm is precluded from
performing such services under applicable auditor independence rules or (ii) the Audit Committee of
the Board determines that it does not want the Accounting Firm to perform such services because of
auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses
of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any
agreement requested by the Accounting Firm in connection with the performance of the services
hereunder. The Gross-Up Payment under this Section 6 with respect to any Payments shall be made no
later than 30 days following such Payment. If the Accounting Firm determines that no




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Excise Tax is payable by Executive, it shall furnish Executive with a written opinion to such
effect, and to the effect that failure to report the Excise Tax, if any, on Executive’s applicable
federal income tax return will not result in the imposition of a negligence or similar penalty. In
the event the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap,
it shall furnish Executive with a written opinion to such effect. The Determination by the
Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty in
the application of Section 4999 of the Code at the time of the Determination, it is possible that
Gross-Up Payments which will not have been made by the Company should have been made
(“Underpayment”) or Gross-Up Payments are made by the Company which should not have been made
(“Overpayment”), consistent with the calculations required to be made hereunder. In the event that
the Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such
Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code)
shall be promptly paid by the Company to or for the benefit of Executive. In the event the amount
of the Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his or her
Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made
and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the
Code) shall be promptly paid by Executive (to the extent he or she has received a refund if the
applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the
Company. Executive shall cooperate, to the extent his or her expenses are reimbursed by the
Company, with any reasonable requests by the Company in connection with any contests or disputes
with the Internal Revenue Service in connection with the Excise Tax. In the event that the Company
makes a Gross-Up Payment to the Executive and subsequently the Company determines that the value of
any accelerated vesting of stock options held by Executive shall be redetermined within the context
of Treasury Regulation §1.280G-1 Q/A 33 (the “Option Redetermination”), Executive shall (i) file
with the Internal Revenue Service an amended federal income tax return that claims a refund of the
overpayment of the Excise Tax attributable to such Option Redetermination and (ii) promptly pay the
refunded Excise Tax to the Company; provided that the Company shall pay all reasonable professional
fees incurred in the preparation of Executive’s amended federal income tax return. In the event
that amounts payable to Executive under this Agreement were reduced pursuant to the third sentence
of Section 6(a) and subsequently Executive determines there has been an Option Redetermination that
reduces the value of the Payments attributable to such options, the Company shall promptly pay to
Executive any amounts payable under this Agreement that were not previously paid solely as a result
of the third sentence of Section 6(a) up to the Safe Harbor Cap.




          (c) Maximum Payment. Notwithstanding anything to the contrary in this Agreement, the Gross-Up
Payment shall not under any circumstances exceed one-hundred thirty-three percent (133%) of the
amount of the Annual Base Salary as set forth in Section 2(b)(i).




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     7. Covenants Not to Solicit Company Employees; Confidential Information.



          (a) Non-Solicit. During the Employment Period, and for a one-year period after the
Executive’s employment is terminated for any reason, the Executive shall not, in any manner,
directly or indirectly (without the prior written consent of the Company) Solicit anyone who is
then an employee of the Company (or who was an employee of the Company within the prior 12 months)
to resign from the Company 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.




          (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 strategic plan and financial
operations. The Executive further recognizes and acknowledges that all confidential information is
the exclusive property of the Company, is material and confidential, and is critical to the
successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and
agrees that he will use confidential information for the benefit of the Company 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), (ii) in any criminal proceeding against him after providing the Company with prior written
notice and (iii) with the prior written consent of the Company.




          (c) Survival. Any termination of the Executive’s employment or of this Agreement (or breach
of this Agreement by the Executive or the Company) shall have no effect on the continuing operation
of this Section 7.




          (d) Cease Payments. In the event that the Executive materially breaches Section 7(a), 7(b) or
7(i), the Company’s obligation to make or provide payments or benefits under Section 4 or 6 shall
cease.




          (e) Non-disparagement. During the Employment Period and thereafter, the Executive shall not,
in any manner, directly or indirectly make any intentionally 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,




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and it will direct the members of the Board and the Chief Executive Officer and his direct
reports, not to in any manner, directly or indirectly make any intentionally false or any
disparaging or derogatory statements about the Executive; provided, however, that
nothing herein shall prevent either party from giving truthful testimony, from otherwise making
good faith statements in connection with legal investigations or other proceedings, or from
responding to disparaging or derogatory remarks made by the other party whether or not in breach of
this Section 7.




     8. 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. As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid.




     9. Disputes.



          (a) Jurisdiction and Choice of Forum. All disputes arising under or related to the employment
of the Executive or the provisions of this Agreement shall be settled by arbitration under the
rules of the American Arbitration Association then in effect, such arbitration to be held in
Chicago, Illinois, as the sole and exclusive remedy of either party. The arbitration shall be heard
by one arbitrator mutually agreed upon by the parties, who must be a former judge. In the event
that the parties cannot agree upon the selection of the arbitrator within 10 days, each party shall
select one arbitrator and those arbitrators shall select a third arbitrator who will serve as the
sole arbitrator. The arbitrator shall have the authority to order expedited discovery, hearing and
decision, including the ability to set outside time limits for such discovery, hearing and
decision. The parties shall direct the arbitrator to render a decision not later than 90 days
following the arbitration hearing. Judgment on any arbitration award may be entered in any court
of competent jurisdiction.




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          (b) Governing Law. This Agreement will be governed by and construed in accordance with the
law of the State of Illinois applicable to contracts made and to be performed entirely within that
State.




          (c) Costs. The Company shall reimburse all reasonable legal fees and expenses in connection
with any dispute, arbitration or legal proceeding relating to the employment of the Executive or
the provisions of this Agreement if the Executive substantially prevails on any claim in any such
dispute, arbitration or legal proceeding.




     10. Section 409A of the Code.



          (a) To extent that the Executive would otherwise be entitled to any payment under this
Agreement or any plan or arrangement of the Company or its affiliates, that constitutes “deferred
compensation” subject to Section 409A of the Code (“Section 409A”) and that if paid during the six
months beginning on the Date of Termination would be subject to the Section 409A additional tax
because the Executive is a “specified employee” (within the meaning of Section 409A and as
determined by the Company), the payment will be paid to the Executive on the earlier of the
six-month anniversary of the Date of Termination, a change in ownership or effective control of the
Company (within the meaning of Section 409A) or the Executive’s death. Similarly, to the extent
that the Executive would otherwise be entitled to any benefit (other than a payment) during the six
months beginning on the Date of Termination that would be subject to the Section 409A additional
tax, the benefit will be delayed and will begin being provided on the earlier of the six-month
anniversary of the Date of Termination, a change in ownership or effective control of the Company
(within the meaning of Section 409A) or the Executive’s death. In addition, any payment or benefit
due upon a termination of employment that represents a “deferral of compensation” within the
meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from
service” as defined in Treas. Reg. 1.409A-1(h). To the extent applicable, each severance payment
made under this Agreement shall be deemed to be separate payments, amounts payable under Section 4
of this Agreement shall be deemed not to be a “deferral of compensation” subject to Section 409A to
the extent provided in the exceptions in Treas. Reg. 1.409A-1(b)(4) (“short-term deferrals”) and
(b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other
applicable provisions of Treas. Reg. 1.409A-1 through 1.409A-6.




          (b) Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or
benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treas. Reg.
1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the
expenses are not incurred, or the benefits are not provided, beyond the last day of the Executive’s
second taxable year following the Executive’s taxable year in which the “separation from service”
occurs; and provided further that such expenses shall be reimbursed no later than the last day of
the Executive’s third taxable year following the taxable year in which the Executive’s




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“separation from service” occurs.  Except as otherwise expressly provided herein, to the
extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is
determined to be subject to Section 409A, the amount of any such expenses eligible for
reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the
expenses eligible for reimbursement in any other calendar year (except for any life-time or other
aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed
after the last day of the calendar year following the calendar year in which the Executive incurred
such expenses, and in no event shall any right to reimbursement or the provision of any in-kind
benefit be subject to liquidation or exchange for another benefit.




     11. 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. All notices and other communications hereunder shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:



If to the Executive:



at the Executive’s primary residential address

as shown on the records of the Company



If to the Company:



General Growth Properties, Inc.

110 North Wacker Drive

Chicago, IL 60606

Telecopy Number: 312-960-5485

Attention: Office of the General Counsel



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) 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(b) (subject to the limitation in the last sentence of Section 3(b)),
shall not be deemed to be a waiver of such provision or right or any other provision or right of
this Agreement.




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




          (g) Entire Agreement. From and after the Effective Date, this Agreement shall supersede any
other employment or severance agreement or arrangements between the parties, other than the
Indemnification Agreement and the option award agreement, and the Executive shall not be eligible
for severance benefits under any plan, program or policy of the Company or any of its affiliates.




          (h) 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.




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     IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Thomas H. Nolan
 	 
	 	Thomas H. Nolan 	 
	 	 	 
	 
	 	GENERAL GROWTH PROPERTIES, INC.

 	 
	 	By:  	/s/ Ronald Gern
 	 
	 	 	Name:  	Ronald Gern 	 
	 	 	Title:  	General Counsel 	 
	 
	 	GGP LIMITED PARTNERSHIP

 	 
	 	By:  	/s/ Ronald Gern
 	 
	 	 	Name:  	Ronald Gern 	 
	 	 	Title:  	General Counsel 	 



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