Exhibit 10.1


 


EXECUTION VERSION




 


November 13, 2019


 


Peter F. Riley


c/o The Howard Hughes Corporation


One Galleria Tower


13355 Noel Road, 22nd Floor


Dallas, Texas 75240


 


RE: Amendment to Employment Agreement


 


Dear Peter:


 


Reference is made to your Employment Agreement
with The Howard Hughes Corporation (the “Company”), dated as of November 6, 2017 (as amended or supplemented
from time to time, the “Employment Agreement”). This letter sets forth below certain amendments to the Employment
Agreement in connection with your agreed-upon relocation to the Houston, Texas metropolitan area. Capitalized terms used but not
defined in this letter have the meanings given to them in the Employment Agreement.


 


		·	Term: The Employment Period set forth in Section 1 of the Employment Agreement is hereby
extended to expire on December 31, 2025 (unless renewed in accordance with such Section 1 or earlier terminated pursuant to Section
3 of the Employment Agreement).
	 	 	 



		·	Compensation Increases: If you remain employed with the Company through November 6, 2022,
the Annual Base Salary and Target Bonus Amount will increase effective as of such date to $577,500 and $840,000, respectively.
For the avoidance of doubt, this means that the Target Bonus Amount for calendar year 2022 shall be prorated among the new Target
Bonus Amount based on the period of time commencing on November 6, 2022 and ending on December 31, 2022 (i.e., $840,000) and your
Target Bonus Amount in effect from January 1, 2022 and ending on November 5, 2022 (i.e., $800,000).
	 	 	 



		·	Relocation to Houston: You hereby agree to relocate your principal residence to the Houston,
Texas metropolitan area by no later than August 15, 2020 (or such other date communicated to you by the Company). In connection
with such relocation, and in full satisfaction of the Company’s obligations under Section 2(b)(v) of the Employment Agreement
in connection with such relocation, you shall be treated as a member of the most senior group of Company employees to whom relocation
benefits have been offered in connection with moving the Company’s headquarters to Houston, Texas.
	 	 	 



		·	Equity Vesting Upon Retirement: If you voluntarily retire from employment with the Company
on or after December 31, 2025, then you shall continue to be eligible to vest in any then-outstanding (i) Time Vesting LTIP Awards
on their regularly scheduled vesting dates, and (ii) Performance Vesting LTIP Awards based on actual achievement of the applicable
performance metrics in accordance with their terms. You acknowledge and agree that, to accommodate these additional vesting opportunities,
future Annual LTIP Awards may be awarded to you
in the form of restricted stock units (instead of restricted stock).






 






     


     


    

 


		·	Certain Terminations without Cause: If you are terminated by the Company without Cause prior
to December 31, 2025, then, in addition to the severance benefits available to you under Sections 4(a) or 4(d) of the Employment
Agreement, as applicable, in accordance with their terms, the Company shall (subject to your compliance with the condition set
forth in Section 4(e) of the Employment Agreement) additionally (i) purchase your principal residence in the Houston, Texas metropolitan
area from you at its fair market value on the date of your termination of employment (as determined by an independent, third-party
appraiser selected by the Company with experience in the Houston, Texas metropolitan area residential real estate market), and
(ii) reimburse your reasonable, documented, out-of-pocket moving expenses incurred in relocating you and your family and possessions
from your principal residence in the Houston, Texas metropolitan area to the Dallas, Texas metropolitan area (which, for the avoidance
of doubt, shall not include the cost of purchasing a new principal residence).
	 	 	 



		·	Waiver of Good Reason in Connection with Relocation to Houston, Texas: You hereby expressly
acknowledge and agree that you shall not have, and hereby waive, any right to resign your employment with the Company for Good
Reason in connection with the relocation of the Principal Location (and your principal residence) to the Houston, Texas, metropolitan
area.



 


The amendments to the
Employment Agreement set forth above will not be effective until this letter is executed by both you and the Company. Except as
expressly set forth in this letter, all terms and conditions of the Employment Agreement will continue in full force and effect
in accordance with their terms. This letter, together with the Employment Agreement, constitutes the entire understanding of you
and the Company with respect to the matters set forth herein, and may not be amended except by a written instrument signed by both
you and the Company. The captions in this letter are for reference purposes only, are not part of the substantive provisions hereof,
and shall have no force or effect. This letter shall be governed by and construed in accordance with the law of the State of Delaware
(other than principles of conflicts of laws) applicable to contracts made and to be performed entirely within that State. This
letter may be executed in counterparts (electronically or otherwise), each of which shall be an original, with the same effect
as if the signatures thereto were upon the same instrument.


 


*          *          *          *          *


 


[signature page follows]





 






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	Sincerely,	 
	 	 
	/s/ Paul Layne	 
	Paul Layne	 
	Chief Executive Officer	 
	 	 
	ACKNOWLEDGED AND AGREED:	 
	 	 
	/s/ Peter F. Riley	 
	Peter F. Riley