exv10w2









Exhibit 10.2




EXECUTION VERSION




EMPLOYMENT AGREEMENT




     This Employment Agreement (this “Agreement”), dated February 25, 2011, is entered into by and
between The Howard Hughes Corporation, a Delaware corporation (the “Company”), and Andrew C.
Richardson (the “Executive”).



RECITALS




     The Company desires to employ the Executive upon and subject to the terms and conditions set
forth in this Agreement and to enter into an agreement embodying the terms of such employment.



     The Executive desires to accept such employment upon and subject to the terms and conditions
set forth in this Agreement.



     The parties desire to enter into this Agreement.



     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 March 28, 2011 (the “Effective Date”) and ending, unless
terminated earlier pursuant to Section 3 hereof, on the sixth year anniversary of the
Effective Date (the “Employment Period”). Notwithstanding anything herein to the contrary, this
Agreement shall become null and void, ab initio, in the event the Executive does not commence
employment with the Company, for any reason, on or prior to March 28, 2011.



     2. Terms of Employment.



          (a) Position and Duties.




          (i) During the Employment Period, the Executive shall serve as Chief Financial Officer
of the Company, with the appropriate authority, duties and responsibilities attendant to
such position and any other duties commensurate with the position of Chief Financial Officer
of the Company 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
or to the Board or a committee thereof.




          (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 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.






          (iii) The Executive represents and warrants to the Company that (A) neither the
execution nor delivery of this Agreement nor the performance of the Executive’s duties
hereunder violates or will violate the provisions of any other agreement to which the
Executive is a party or by which the Executive is bound and (B) the Executive will not use
or disclose, in connection with his employment by the Company or otherwise, any confidential
and/or trade secret information of any of his prior employers or any other party.




          (iv) Place of Performance. The principal place of employment of the Executive will be
in the Dallas, Texas metropolitan area (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 $500,000 (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 active
employment with the Company.




          (ii) Bonus. Commencing with the 2011 fiscal year, the Executive shall be eligible for
an annual cash bonus (the “Annual Bonus”). The Annual Bonus shall be subject to such
performance measures and objectives as may be established by the Compensation Committee of
the Board (the “Compensation Committee”); provided that (A) the Annual Bonus payable upon
achievement of the threshold performance level shall be equal to 60% of the Annual Base
Salary, (B) the Annual Bonus payable upon achievement of the target performance level shall
be equal to 100% of the Annual Base Salary, and (C) the Annual Bonus payable upon
achievement of the maximum performance level shall be equal to 140% of the Annual Base
Salary. To the extent that the Executive’s achievement level falls between performance goal
achievement levels, the Annual Bonus shall be determined using straight line interpolation
between the applicable two performance goal achievement levels. The determination as to
whether the performance goal achievement levels shall have been achieved shall be made in
the sole discretion of the Board (or a duly authorized committee thereof) and, to the extent
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), is applicable,
shall be consistent with and subject to the requirements set forth in Section 162(m) of the
Code. 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 15th
following the end of the fiscal year to which such Annual Bonus relates.



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          (iii) Equity Award. On the Effective Date, the Company shall make a one-time
restricted stock grant to the Executive of 20,000 shares of the Company’s common stock (the
“Restricted Stock Award”). The Restricted Stock Award shall be subject to the terms of The
Howard Hughes Corporation 2010 Equity Incentive Plan and a restricted stock award agreement,
which award agreement shall not be inconsistent with the terms of this Agreement. The
Restricted Stock Award shall vest 100% on the fifth year anniversary of the Effective Date,
and shall be subject to: (A) pro rata acceleration (determined by dividing (1) the number of
months the Executive was employed following the Effective Date through the Date of
Termination by (2) 60) upon termination of the Executive’s employment by the Company without
Cause, by the Executive for Good Reason, or due to the Executive’s death or Disability, in
each case following the third year anniversary of the Effective Date; and (B) full
acceleration upon the occurrence of a Change in Control at any time. Notwithstanding
anything herein to the contrary, in no event shall the Restricted Stock Award be subject to
acceleration upon termination of the Executive’s employment for any reason on or prior to
the third year anniversary of the Effective Date, absent a Change in Control prior thereto.




          (iv) Relocation. If the Board requests the Executive to relocate from the Principal
Location during the Employment Term, then 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.




          (v) Indemnification. On the Effective Date, or as promptly as practicable thereafter,
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.



          (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 all 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 weeks per 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. In addition, within three days following the Effective Date, the
Executive shall receive from the Company a one-time cash payment as reimbursement for all of the
Executive’s out-of-pocket transitory relocation expenses to Dallas, Texas from New York, New York,
including transitory housing and travel expenses, in the amount of $100,000 (less applicable
withholdings).



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     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 that the permanent
disability of the Executive, as determined in good faith by the Board (“Disability”), has occurred
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 30th
day after the Executive’s receipt of such notice by the Company (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. The Executive shall fully cooperate in connection
with the determination of whether Disability exists.



          (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, 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, 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);


unless, in each case, the event constituting Cause is curable and has been cured by the Executive
within 30 days of his receipt of notice from the Company that an event constituting Cause has
occurred and specifying the details of such event. 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






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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. This Section 3(b) shall not prevent the Executive from
challenging in any court of competent jurisdiction 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. For the avoidance of doubt, the
burden of proof regarding the existence of Cause shall be on the Company.




          (c) Resignation. 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 diminution in the Executive’s base compensation;




          (ii) a material diminution in the Executive’s authority, duties or responsibilities;




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




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


provided that, in each case, the Executive must provide a Notice of Termination (as defined below)
to the Company within 60 days of the initial occurrence of the event constituting Good Reason, and
the Company shall have the opportunity to cure such event within 30 days of receiving such notice.
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 correct unless a court of competent jurisdiction determines that the
Company has established by clear and convincing evidence that Good Reason does not exist.




          (d) Without Cause. The Company shall have the right to terminate the Executive’s employment
hereunder without Cause by providing the Executive with a 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. This means that, notwithstanding this Agreement, the Executive’s employment with the
Company shall be “at will.”



          (e) Without Good Reason. The Executive will have the right to terminate his employment
hereunder without Good Reason by providing the Company with a Notice of Termination not less than
45 days prior to the effective date thereof, and such 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 Notice of Termination to the other party hereto given in



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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) 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.




          (g) 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, 45 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), (iii) if the Executive’s employment is
terminated by reason of the Executive’s 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, and (iv) if the
Executive’s employment is terminated by expiration of this Agreement, the date of expiration of
this Agreement.



     4. Obligations of the Company upon Termination.



          (a) Change in Control Termination. If, during the Employment Period, the Company shall
terminate the Executive’s employment other than for Cause (and other than upon the Executive’s
death or Disability), or if the Executive shall terminate his employment for Good Reason, in either
case, within four months prior and in connection with, or within 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 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) a lump sum cash amount equal to the sum of (1) the
Annual Base Salary (which shall be the Annual Base Salary prior to reduction if the
termination is for Good Reason because of a reduction in Annual Base Salary) through the
Date of Termination, and (2) accrued vacation pay through the Date of Termination; (B) any
other amounts or benefits required to be paid or provided pursuant to applicable law; (C)
any reimbursement to which the Executive is entitled pursuant to Company policy, but which
was not reimbursed prior to the Date of Termination; (D) any other earned but unpaid
outstanding compensatory arrangements; and (E) a lump sum cash payment of a pro rata portion
of the Annual Bonus that the Executive would have been entitled to receive pursuant to
Section 2(b)(ii) hereof for the fiscal year in which the Date of Termination occurs,
based upon the percentage of the fiscal year that elapsed through the Date of Termination
(determined by dividing (1) the number of days the Executive was employed during such year
through the Date of Termination by (2) the number of days in such fiscal year) and based on
the Executive’s, the Company’s and its Affiliates’, as applicable, actual performance for
the applicable



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performance period through the Date of Termination (based on the good faith
determination by the Board (or a duly authorized committee thereof) of the achievement of
the applicable performance goals) ((A), (B), (C), (D) and (E), together, the “Accrued
Benefits”);




          (ii) the Company shall pay the Executive, on the 60th day following the Date
of Termination or Change in Control, whichever is later, a lump sum cash amount equal to the
sum of (A) 200% of the Annual Base Salary (which shall be the Annual Base Salary prior to
reduction if the termination is for Good Reason because of a reduction in Annual Base
Salary), plus (B) 200% of the Target Annual Bonus (which shall be the Target Annual Bonus
prior to reduction if the termination is for Good Reason because of a reduction in Target
Annual Bonus); and




          (iii) on the 60th day following the Date of Termination, outstanding
compensatory awards, if any, that are subject to forfeiture shall vest and become
non-forfeitable.



          (b) Non-Change in Control Termination. If, during the Employment Period, the Executive’s
employment shall terminate in any manner that does not constitute a Change in Control Termination,
then the Company shall have no further obligations to the Executive other than the obligation to
pay the Executive the Accrued Benefits in accordance with Section 4(a)(i) hereof.



          (c) Condition. The Company shall not be required to make the payments and provide the
benefits specified in Sections 4(a)(ii) and (iii) hereof unless, prior to payment, the
parties hereto have entered into a release substantially in the form attached hereto as
Attachment 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). In the event that such release is not executed
and delivered to the Company in accordance with this Section 4(c) 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) and (iii) hereof.



          (d) 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. Change in Control.



          (a) For purposes of this Agreement, “Change in Control” means the occurrence of any of the
following events:



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          (i) A “change in the ownership of the Company” which shall occur on the date that any
one person, or more than one person acting as a group, excluding Pershing Square Management,
L.P. and its Affiliates, acquires ownership of stock in the Company that, together with
stock held by such person or group, constitutes more than 50% of the total fair market value
or total voting power of the stock of the Company; however, if any one person or more than
one person acting as a group, is considered to own more than 50% of the total fair market
value or total voting power of the stock of the Company, the acquisition of additional stock
by the same person or persons will not be considered a “change in the ownership of the
Company” (or to cause a “change in the effective control of the Company” within the meaning
of Section 5(a)(ii) below) and an increase of the effective percentage of stock
owned by any one person, or persons acting as a group, as a result of a transaction in which
the Company acquires its stock in exchange for property will be treated as an acquisition of
stock for purposes of this paragraph; provided further, however, that for purposes of this
Section 5(a)(i), the following acquisitions shall not constitute a Change in
Control: (A) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any entity controlled by the Company, or (B) any acquisition by
investors (immediately prior to such acquisition) in the Company for financing purposes, as
determined by the Board in its sole discretion. This Section 5(a)(i) applies only
when there is a transfer of the stock of the Company (or issuance of stock) and stock in the
Company remains outstanding after the transaction.




          (ii) A “change in the effective control of the Company” which shall occur on the date
that either (A) any one person, or more than one person acting as a group, excluding
Pershing Square Management, L.P. and its Affiliates, acquires (or has acquired during the
twelve month period ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the Company possessing 35% or more of the total voting power
of the stock of the Company, except for (1) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any entity controlled by the
Company, or (2) any acquisition by investors (immediately prior to such acquisition) in the
Company for financing purposes, as determined by the Board in its sole discretion; or (B) a
majority of the members of the Board are replaced during any twelve-month period by
directors whose appointment or election is not endorsed by a majority of the members of the
Board prior to the date of the appointment or election. For purposes of a “change in the
effective control of the Company,” if any one person, or more than one person acting as a
group, is considered to effectively control the Company within the meaning of this
Section 5(a)(ii), the acquisition of additional control of the Company by the same
person or persons is not considered a “change in the effective control of the Company,” or
to cause a “change in the ownership of the Company” within the meaning of Section
5(a)(i) above.




          (iii) The occurrence of any of the transactions contemplated by Section 5(a)(i) or
5(a)(ii) above (including any acquisition by Pershing Square Management, L.P. or its
Affiliates), in connection with which the stock of the Company ceases to be publicly traded
on a national securities exchange.



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          (iv) A “change in the ownership of a substantial portion of the Company’s assets” which
shall occur on the date that any one person, or more than one person acting as a group,
excluding Pershing Square Management, L.P. and its Affiliates, acquires (or has acquired
during the twelve month period ending on the date of the most recent acquisition by such
person or persons) assets of the Company that have a total gross fair market value equal to
or more than 60% of the total gross fair market value of all the assets of the Company
immediately prior to such acquisition or acquisitions; provided that the proceeds of such
acquisition or acquisitions are distributed to the shareholders of the Company in connection
with such acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the Company, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets. Any transfer of assets to an
entity that is controlled by the shareholders of the Company immediately after the transfer,
as provided in guidance issued pursuant to Section 409A of the Code, shall not constitute a
Change in Control.




          (v) For purposes of this Section 5(a), the provisions of Section 318(a) of the
Code regarding the constructive ownership of stock will apply to determine stock ownership;
provided, that stock underlying unvested options (including options exercisable for stock
that is not substantially vested) will not be treated as owned by the individual who holds
the option. In addition, for purposes of this Section 5(a), “Company” includes (A)
the Company and (B) an entity that is a stockholder owning more than 50% of the total fair
market value and total voting power (a “Majority Shareholder”) of the Company, or any entity
in a chain of entities in which each entity is a Majority Shareholder of another entity in
the chain, ending in the Company. For purposes of this Agreement, the term “Affiliate” has
the meaning given to such term under the Securities Act of 1933.



     6. Full Settlement. 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. The Company may offset any amounts that it owes to the
Executive by any amounts relating to employment matters 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 other amount unless otherwise permitted by 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



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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 amounts set forth in Section 4(a)(ii) hereof;
(ii) any cash severance amount derived based upon the payment of the pro rata portion of the Annual
Bonus, as described in Section 4(a)(i)(E) hereof; and (iii) any acceleration of outstanding
compensatory awards, as described in Section 4(a)(iii) hereof (the payments and benefits
set forth in clauses (i) through (iii) 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.




          (b) 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, in the opinion of tax counsel (“Tax Counsel”)
reasonably acceptable to the Executive and selected by the accounting firm which was, immediately
prior to the Change in Control, the Company’s independent auditor (the “Auditor”), 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, in the opinion of Tax
Counsel, 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 the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code.



          (c) At the time that payments are made under this Agreement, the Company shall provide the
Executive with a written statement setting forth the manner in which such payments were calculated
and the basis for such calculations, including, without limitation, any opinions or other advice
the Company received from Tax Counsel, the Auditor, or other advisors or consultants (and any such
opinions or advice which are in writing shall be attached to the statement). If the Executive
objects to the Company’s calculations, the Company shall pay to the Executive such portion of the
Potential Payments (up to 100% thereof) as the Executive determines is necessary to result in the
proper application of this Section 7. All determinations required by this Section
7 (or requested by the Company or the Executive in connection with this Section 7)
shall be at the expense of the Company. The fact that the Executive’s right to payments or
benefits may be reduced by reason of the limitations contained in this Section 7



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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 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 (i) then an
employee of the Company or its Affiliates (or who was such an employee within the prior 12 months)
or (ii) then an independent contractor who provides exclusive services to the Company or its
Affiliates (or who was such an independent contractor within the prior 12 months), in either case,
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; provided, however,
that the foregoing shall not apply, and the term “Solicit” in this Agreement shall not include
solicitations made to the public or the industry generally through advertising or electronic
listings which are not specifically targeted at employees of the Company or its Affiliates or
independent contractors who provide exclusive services to the Company or its Affiliates.



          (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), (ii) with the
prior written consent of the Company, or (iii) that becomes publicly available other than as a
result of disclosure by the Executive.



          (c) Non-Competition. During the Employment Period, and for a 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 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



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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 (or breach
of this Agreement by the Executive or the Company) 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 Chief Executive Officer, 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.



          (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 hereinbefore



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defined and any successor to its business and/or assets (or the acquiring entity upon the
occurrence of a Change in Control) as aforesaid.




     10. 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
Wilmington, Delaware, 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 ten 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, without limitation, 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.



          (b) Governing Law. This Agreement 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



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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.



          (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 or sent by electronic facsimile 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



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with a copy simultaneously by like means to:



Zukerman Gore Brandeis & Crossman, LLP

875 Third Avenue

New York, New York 10022

Attention: Clifford A. Brandeis, Esq.



If to the Company:



The Howard Hughes Corporation

One Galleria Tower

13355 Noel Road, Suite 950

Dallas, Texas 75240

Attention: Office of the General Counsel



with a copy simultaneously by like means 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.



          (e) Late Payments. The Company shall pay interest at a rate of 10% per year (compounded
daily) on any payments that are due to the Executive under the terms of this Agreement, and which
are paid to the Executive later than the applicable due date.



          (f) Compliance with Dodd-Frank. All payments under this Agreement, if and to the extent
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.



          (g) 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 the Executive’s right to challenge the Board’s
determination of Cause in a court of competent jurisdiction as described in
Section 3(b) hereof), shall not be deemed to be a waiver of such provision or right or
any other provision or right of this Agreement.



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



          (i) 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, relating to the subject matter hereof.



          (j) 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.



          (k) 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 as of February 25, 2011.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Andrew C. Richardson	 
	 	Andrew C. Richardson 	 
	 	 	 	 



	 	 	 	 	 
	 	THE HOWARD HUGHES CORPORATION

 	 
	 	By  	/s/ Grant Herlitz	 
	 	 	Grant Herlitz 	 
	 	 	President 	 



 









 






	 	 	 	 	 



ATTACHMENT A




WAIVER AND RELEASE AGREEMENT




     This Waiver and Release Agreement (hereinafter “Release”) is entered into among Andrew C.
Richardson (hereinafter “Executive”) and The Howard Hughes Corporation, a Delaware corporation (the
“Company”).



     The parties previously entered into an employment agreement dated February 25, 2011 (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, 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
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. 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.



     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) 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) 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 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 Section 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.



     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

 	 
	 	 	 
	 	Andrew C. Richardson 	 
	 	 	 	 
	 	THE HOWARD HUGHES CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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