Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This
Amended and Restated Employment Agreement (the “Agreement”),
entered into September 8, 2010 by and among General Growth Properties, Inc.,
a Delaware corporation (the “Company”),
General Growth Properties, L.P., a Delaware limited partnership (the “Partnership” and together with the Company, the “Companies”), and Adam S. Metz (the “Executive”),
shall be deemed to have been made and entered into as of the date of the order
of confirmation entered by the United States Bankruptcy Court for the Southern
District of New York with respect to the Companies’ Joint plan of
reorganization in the matter of In re General Growth Properties, Inc., et
al, Case No. 09-11977 (ALG) (such plan, the “Plan of
Reorganization” and such date, the “Confirmation
Date”) and shall become effective as of the effective date of the
Plan of Reorganization, or if earlier, January 1, 2011 (the “Effective Date”).


 


RECITALS


 


The
Executive is currently employed as the Company’s Chief Executive Officer and the
Company desires to extend the employment of the Executive on and after the
Effective Date upon and subject to the terms and conditions set forth in this
Agreement, and the Executive wishes to extend his employment upon and subject
to such terms and conditions;


 


The
parties are parties to that certain employment agreement dated November 2,
2008, effective as of October 26, 2008, and as amended effective as of March 6,
2009 (such employment agreement, together with amendments, the “Predecessor Agreement”) which remains in effect;


 


The
parties desire to enter into the Agreement and, in so doing, to amend and
restate the Predecessor Agreement in its entirety effective as of the Effective
Date;


 


The
Company has adopted and implemented or will adopt and implement an equity
incentive plan (“Equity Incentive Plan”) as of the
Confirmation Date, pursuant to the Plan of Reorganization;


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Employment Period.  The Company hereby agrees to continue to
employ the Executive, and the Executive hereby agrees to continue 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 Chief
Executive Officer of the Company and of the Partnership, with the appropriate
authority, duties and responsibilities attendant to such position and any other
duties commensurate with the position of Chief Executive Officer of the Company
and of the Partnership that may be reasonably assigned by the Company’s Board
of Directors (the “Board”).  The 


 

















 


Executive
shall report solely to the Board.  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
on corporate boards or committees on which he serves as of the Effective Date
and, with prior approval of the Board, on other 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; provided, however, that during the
Employment Period, the Executive shall not hold any other management positions
at other companies.


 


(b)           Compensation.


 


(i)            Annual Base Salary.  During the
Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of $1,500,000 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.  Commencing with the Company’s fiscal year
commencing on or immediately on or after the Effective Date and during the
Employment Period, the Executive shall be eligible under the Company’s annual
bonus plan in effect from time to time for a target annual bonus opportunity of
$3,000,000, which is the sum of the quarterly Fixed Bonus ($2 million per year)
and the Discretionary Bonus ($1 million per year) amounts under the Predecessor
Agreement (the “Target Annual Bonus”), subject to
such performance measures and objectives as may be established by the Board
from time to time in consultation with the Executive under the Company’s annual
bonus plan, including variations in amount based on the level of performance
achieved, consistent with the formula for other senior executives of the
Company.  The Executive shall continue to
participate in the Cash Value Added Incentive Compensation Plan for the 2010
fiscal year.


 


(iii)          Equity Incentives.  Executive shall be granted 125,000 shares of
restricted common stock, par value $.01 of the Company (the “Restricted Stock Grant”) under the Equity Incentive Plan as
of the Effective Date.  Executive may
make a so-called “Section 83(b)” election with respect to the Restricted
Stock Grant within 30 days after the date of grant thereof .  The Restricted Stock Grant shall cliff vest
100% on the first anniversary of the grant date, and shall be subject to the
terms and conditions set forth in an award agreement under the Equity Incentive
Plan, which shall not be inconsistent herewith.


 


(iv)          Indemnification and Liability Insurance. 
The Company shall continue to indemnify the Executive pursuant to the
Indemnification Agreement between 


 


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the
Company and the Executive, dated as of February 25, 2009 (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, or for such longer period as may be
provided in the Company’s bylaws or permitted under applicable law.


 


(c)           Benefits.  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.  The Executive acknowledges that he, his
spouse and his eligible dependants do not participate in the Company’s medical
and dental plans as of the Effective Date, and that the Executive may enroll
during his employment with the Company in such plans only during open
enrollment periods applicable to employees of the Company generally.  During the Employment Period, so long as he
and his dependents are not covered under a group health plan maintained by the
Company, the Company shall pay Executive monthly in advance (a) an amount
equal to the employer portion of the “premium” for the Company’s active
employees under the Company’s PPO2 Medical/Rx Family Plan or any successor
thereto under the maximum coverage level available thereunder (“Medical Premiums”) and (b) an
additional amount such that after paying federal, state, local and any other
taxes on the Medical Premiums and such amount, Executive retains an amount
equal to the Medical Premiums (the sum of (a) and (b), the “Medical Premium Reimbursement”).  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 Executive for all reasonable and necessary expenses actually
incurred by Executive in connection with the business affairs of the Company
and the performance of Executive’s duties hereunder, in accordance with Company
policy, as in effect from time to time.


 


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 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
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
applicable to the Executive.


 


(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:


 


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(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;


 


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


 


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


 


(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.  For purposes of this
Agreement, “Good Reason” shall
mean (i) a material adverse change in the Executive’s duties or
responsibilities, (ii) a material reduction of the Executive’s salary, (iii) a
requirement that the Executive report to any employee of the Company or an
executive Chairman of the Board; (iv) the relocation of the Executive’s
principal place of employment, as of the Effective Date, to a location that
increases the Executive’s commuting distance by more than 50 miles, (v) a
material breach of this Agreement by the Companies, or (vi) the failure by
the Companies to obtain written assumption of this Agreement by a purchaser or
successor of the Company; provided, that, the Executive must provide a Notice
of Termination to the Company within 60 days of the occurrence of the event
constituting Good Reason, and in the event the Executive provides notice of
Good Reason pursuant to clause (i), (ii), (iii) or (v) above, the
Company shall have the opportunity to cure such event constituting Good Reason
within 30 days of receiving such notice.


 


(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 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.


 


(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) (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, and (iv) if 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)           Other Than For Cause.  If, during
the Employment Period, the Company shall terminate the Executive’s employment
other than for Cause or Disability, or if Executive shall terminate his
employment for Good Reason, or if the Executive’s employment shall terminate
because of the expiration of the Agreement, the Company shall have no further
obligations to the Executive except as follows:


 


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(i)            the Company shall pay or provide the Executive, to the extent not
theretofore paid, (A) a lump sum in cash within 5 days after the Date of
Termination an 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, (2) the Annual Bonus earned under the Cash Value Added
Incentive Plan for years ending prior to the year in which the Date of
Termination occurs, (3) the Medical Premium Reimbursement through the Date
of Termination, and (B)  any other amounts or benefits required to be paid
or provided or to 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, (the total of (A) and
(B), the “Accrued Benefits”);


 


(ii)           the Company shall pay the Executive a pro rata portion of the annual
bonus for the year in which the Date of Termination occurs, in an amount
determined by multiplying the annual bonus that would have been payable if
Executive had remained employed until the payment date for such annual bonus by
a fraction, the numerator of which is the number of days in the applicable
performance year prior to and including the Date of Termination and the
denominator of which is 365;  provided
that if the Date of Termination is the last day of the Employment Period, such
additional amount shall be the full amount of bonus payable for the year in
which the Date of Termination occurs, without pro ration.  The amount described in this Section 4(a)(ii) shall
be paid at the same time as the annual bonus for such year is paid to other
executives of the Company; provided it shall be paid no later than March 15
of the year following the year in which the Date of Termination occurs.


 


(iii)          the Company shall pay the Executive a lump sum in cash within 5 days
after the Date of Termination (subject to Section 4(d)) in an amount equal
to 75% of the sum of the Annual Base Salary plus the Target Annual Bonus;


 


(iv)          the Restricted Stock Grant shall become 100% vested and, if Executive has
been granted awards under the Equity Incentive Plan, then, such awards shall
become 100% vested, and such options and equity awards shall remain exercisable
until the earlier of (1) the expiration of their term and (2) the
one-year anniversary of the Date of Termination, unless the award agreement
provides for more rapid vesting or a longer exercise period (in which case the
terms of the award agreement shall apply);


 


(v)           the Company shall provide coverage or pay an amount equal to the
applicable COBRA premium rate, if any, for the Executive, his spouse and his
eligible dependents (the “COBRA Benefits”)
through the eighteen-month anniversary of the Date of Termination with respect
to any welfare benefits for which the Executive elects COBRA coverage, or, to
the extent that Executive, his spouse and dependents are not eligible to elect
COBRA coverage, to pay an amount equal to eighteen times the monthly Medical
Premium Reimbursement in cash in a lump sum 5 days after the Date of
Termination; and


 


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(vi)          the shall transfer title to Executive, and Executive shall be entitled to
keep all Company-owned electronic equipment (BlackBerry, i-pad, laptop
computer, cell phone) used by the Executive during the Employment Period.


 


(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
Accrued Benefits;  (ii) a pro rata
amount of the Target Annual Bonus for the year in which the Date of Termination
occurs (in the same ratio that the number of days of actual employment through
the Date of Termination bears to 365 days), paid in a lump sum in cash no later
than five days after the Date of Termination; (iii) the Restricted Stock
Grant shall become 100% vested, and (iv) unless the applicable award
agreement provides for more rapid vesting or a longer period to exercise (in
which case the terms of the award agreement shall apply), all of Executive’s
outstanding stock options or other equity-based awards shall vest, and such
options and equity awards shall remain exercisable until the earlier of (1) the
expiration of their term and (2) the one-year anniversary of the Date of
Termination.


 


(c)           For Cause; Resignation Without Good Reason.  If,
during the Employment Period, the Company shall terminate the Executive’s
employment for Cause or the Executive terminates his employment other than for
Good Reason, the Company shall have no further obligations to the Executive
other than the obligation to pay to the Executive the Accrued Benefits.


 


(d)           Condition.  The Company
shall not be required to make the payments and provide the benefits specified
in Section 4(a)(ii) through (vi) 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 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, the KEIP or any option or equity award).  The Company and the Partnership shall tender
the release to the Executive within 2 business days of the Executive’s Date of
Termination, and if the period within which Executive must execute the release
would begin in one calendar year and expire in the following calendar year,
then any payments contingent on execution (and non-revocation) of such release
shall be made in such following calendar year (regardless of the year of execution
of such release) if payment in such following calendar year is required in
order to avoid taxes, interest and penalties under Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”).


 


(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 


 


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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.             KEIP Unaffected.  Executive is entitled to payments under that
certain General Growth Properties, Inc. Key Employee Incentive Plan (the “KEIP”).  Nothing in
this Agreement shall affect Executive’s rights under the KEIP, regardless of
whether Executive terminates employment for any reason prior to or at the
expiration of this Agreement.


 


6.             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.


 


7.             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 7)
(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 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 7(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 


 


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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 7(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 7(a), all determinations required to be made
under this Section 7, 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 7
with respect to any Payments shall be made no later than 30 days following such
Payment.  If the Accounting Firm
determines that no 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 


 


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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 7(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 7(a) up to
the Safe Harbor Cap.


 


8.             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 (except in connection
with the performance of his duties for the Companies) 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 its affiliates (or who was an
employee of the Company or its affiliates within the prior 12 months) to resign
from the Company or its affiliates or to apply for or accept employment with
any other business or enterprise.  For
purposes of this Agreement, “Solicit”
means any direct or indirect communication of any kind, regardless of who
initiates it, that in any way invites, advises, encourages or requests any
person to take or refrain from taking any action.


 


(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


 


10
















 


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) 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, and it will direct the members of the Board,
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.


 


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 Companies and their respective successors and assigns.


 


(c)           The Companies will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business 


 


11

















 


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 Companies 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.


 


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 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.


 


(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 (i)
the negotiation of this Agreement and (ii) 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.


 


11.           Section 409A of the Code.


 


(a)           This Agreement shall be construed to avoid the
imposition of additional taxes, interest and penalties pursuant to Section
409A.  To the 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, 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.  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 


 


12

















 


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 “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.


 


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.  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


 


13

















 


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)           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 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.


 


(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.


 


14

















 


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


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
  /s/
  Adam S. Metz

  
	
   

  	
  Adam
  S. Metz

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald Gern

  
	
   

  	
   

  	
  Name:

  	
  Ronald
  Gern

  
	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  
	
   

  	
   

  
	
   

  	
  GGP
  LIMITED PARTNERSHIP

  
	
   

  	
  By:

  	
  General
  Growth Properties, Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ronald Gern

  
	
   

  	
   

  	
  Name:

  	
  Ronald
  Gern

  
	
   

  	
   

  	
  Title:

  	
  General
  Counsel

  



 


15

















 


ATTACHMENT A


 


WAIVER AND RELEASE AGREEMENT


 


This
Waiver and Release Agreement (hereinafter “Release”) is entered into among Adam
S. Metz (hereinafter “Executive”), General Growth Properties, Inc., a Delaware
corporation (the “Company”), and General Growth Properties, L.P., a Delaware
limited partnership (the “Partnership” and collectively, the “Companies”).


 


The
parties previously entered into an employment agreement dated
                      
      , 2010 pursuant to which Executive is
entitled to certain payments and benefits upon termination of employment
subject to the execution and non-revocation of this Release.  Executive has had a termination of employment
pursuant to such employment agreement.


 


NOW
THEREFORE, in consideration of certain payments and benefits under his
employment agreement, Executive and the Companies agree as follows:


 


1.             Executive expressly waives
and releases the Companies, their respective 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 Companies and their
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 those directly or indirectly
relating to or connected with Executive’s employment with the Companies or
termination of such employment, including but not limited to any and all claims
under the Illinois Human Rights Act, the Employee Retirement Income Security
Act of 1974, Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act (“ADEA”), 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, 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 (“EEOC”), 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 Agreement,
Executive waives any right to, and will not accept, any payments, monies,
damages, or other relief, awarded in connection therewith.


 


16

















 


4.             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 (“Effective
Date”).


 


5.             Executive and the Companies
agree that neither this Release nor the performance hereunder constitutes an
admission by either the Company or the Partnership 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.


 


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


 


7.             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 (“ERISA”) in accordance with
the terms of the applicable employee benefit plan, the General Growth
Properties, Inc. Key Employee Incentive 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 or the Partnership,
(b) any claim under or based on a breach of this Release or Sections 4, 5,
8(e), 9, or 10 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 the Executive is otherwise entitled in
accordance with Executive’s Employment Agreement.


 


9.             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.


 


17

















 


	
  EXECUTIVE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Adam
  S. Metz

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GENERAL
  GROWTH PROPERTIES, INC.

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  Gern

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General
  Counsel

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GGP
  LIMITED PARTNERSHIP

  	
   

  	
   

  
	
  By:

  	
  General
  Growth Properties, Inc., its general partner

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Ronald
  Gern

  	
   

  	
   

  
	
   

  	
  Title:

  	
  General
  Counsel

  	
   

  	
   

  



 


18