Exhibit 10.62


 


General Growth Properties, Inc.

2010 Equity Incentive Plan


 


RESTRICTED STOCK AWARD AGREEMENT


 


THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Award
Agreement”) is made effective as of the effective date of the Third
Amended and Restated Plan of Reorganization of General Growth Properties, Inc.
and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232],
and as may be further modified (the “Date of
Grant”), between General Growth Properties, Inc., a Delaware
corporation (formerly know as New GGP, Inc.) (the “Company”) and Sandeep Mathrani (the “Participant”).


 


R E C I T A L S:


 


WHEREAS,
the Company has adopted the General Growth Properties, Inc. 2010 Equity
Incentive Plan (the “Plan”).  Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan; and


 


WHEREAS,
the Committee has determined that it would be in the best interests of the
Company and its stockholders to grant the restricted stock provided for herein
to the Participant pursuant to the Plan and the terms set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:


 


1.             Restricted
Stock Award.  Subject to the terms
and conditions of the Plan and this Agreement, the Company hereby grants to the
Participant 1,500,000 Shares (the “Restricted Shares”), which shall
vest and become nonforfeitable and unrestricted in accordance with Section 3
hereof.


 


2.             Issuance
of Shares.  The Company shall cause
the Restricted Shares to be issued in the name of the Participant on the books
and records of the Company promptly following execution of this Agreement by
the Participant.  The Participant
acknowledges that the Restricted Shares are uncertificated and shall be
credited to an escrow account until the lapse of the Restriction Period.  Upon the request of the Company, the
Participant agrees to execute and deliver to the Company a stock power in a
form satisfactory to the Company, duly endorsed in blank, relating to the
Restricted Shares.


 


3.             Vesting
of Restricted Stock.


 


(a)           Vesting Schedule. 
Subject to the Participant’s continued Service through the applicable
vesting date and the terms of the Plan, one third (1/3rd) of the Restricted Shares
shall vest on each of the first three (3) anniversaries of the Date of
Grant and upon vesting the Restriction Period for such Shares shall lapse, the
Shares shall be nonforfeitable, the Participant shall have all the rights of a
stockholder and such number of Shares shall be delivered to the Participant
(or, where appropriate, the Participant’s legal representative).


 


(b)           Termination due to Death or Disability, by the Company
without Cause or by Participant for Good Reason.  If the Participant’s Service is terminated
due to death 


 

















 


or Disability, by the Company without Cause or by
the Participant for Good Reason, all of the unvested Restricted Shares shall
vest on the date of such termination.  “Cause,” “Disability” and
“Good Reason” shall have the meaning set
forth in the Employment Agreement between the Participant and the Company,
dated as of October 27, 2010.


 


(c)           Other Terminations of Service.  If the Participant’s Service is terminated
for any reason, other than as described in Section 3(b) above,
the Restricted Shares, to the extent then unvested, shall be forfeited by the
Participant without any consideration.


 


4.             Rights
as a Stockholder.  The Participant
shall have none of the rights of a Stockholder of the Company during the
Restriction Period, provided, that, the Participant shall have the right to
vote and receive dividends on the Restricted Shares (the “Dividends”).  The Dividends, if any, shall be paid to the
Participant at the same time that such dividends are paid to other shareholders
of the Company.


 


5.             Section 83(b) Election.  In the event the Participant determines to
make an election with the Internal Revenue Service (the “IRS”)
under Section 83(b) of the Code and the regulations promulgated
thereunder (“83(b) Election”), the
Participant shall provide a copy of such form to the Company promptly following
its filing, which is required under current law to be filed with the IRS no
later than thirty (30) days after the Date of Grant of the Restricted
Shares.  The form for making an 83(b) Election
is attached hereto as Exhibit A. 
The Participant is advised to consult with his or her own tax advisors
regarding the purchase and holding of the Restricted Shares, and the Company
shall bear no liability for and the Participant shall be responsible for any
consequence of the Participant making an 83(b) Election or failing to make
an 83(b) Election.


 


6.             No
Right to Continued Service.  The
granting of the Restricted Shares evidenced hereby and this Agreement shall
impose no obligation on the Company or any Affiliate to continue the Service of
the Participant and shall not lessen or affect any right that the Company or
any Affiliate may have to terminate the Service of such Participant.


 


7.             Securities
Laws/Legend on Certificates.  The
issuance and delivery of the Restricted Shares shall comply with all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state
securities laws and regulations, and the regulations of any stock exchange or
other securities market on which the Company’s securities may then be
traded.  If the Company deems it
necessary to ensure that the issuance of securities under the Plan is not
required to be registered under any applicable securities laws, each
Participant to whom such security would be issued shall deliver to the Company
an agreement or certificate containing such representations, warranties and
covenants as the Company reasonably requests. 
The Shares shall be subject to such stop transfer orders and other
restrictions as the Committee may deem reasonably advisable, and, if any Shares
are represented by certificates, the Committee may cause a legend or legends to
be put on any such certificates to make appropriate reference to such
restrictions.


 


8.             Transferability.  Unless otherwise provided by the Committee,
prior to vesting in accordance with Section 3, the Restricted
Shares may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant other than by will or by the laws
of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate; provided, that,
the designation of a beneficiary shall not constitute an 


 


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assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.  No such permitted transfer of the Restricted
Shares to heirs or legatees of the Participant shall be effective to bind the
Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to
establish the validity of the transfer and the acceptance by the transferee or
transferees of the terms and conditions hereof.


 


9.             Withholding.  The Participant may be required to pay to the
Company or any Affiliate and the Company shall have the right and is hereby
authorized to withhold, any applicable withholding taxes in respect of the Restricted
Shares, its vesting or transfer and to take such other action as may be
necessary in the opinion of the Committee to satisfy all obligations for the
payment of such withholding taxes.


 


10.          Notices.  Any notification required by the terms of
this Award Agreement shall be given in writing and shall be deemed effective
upon personal delivery or within three (3) days of deposit with the United
States Postal Service, by registered or certified mail, with postage and fees
prepaid.  A notice shall be addressed to
the Company, Attention: General Counsel, at its principal executive office and
to the Participant at the address that he or she most recently provided to the
Company.


 


11.          Entire
Agreement.  This Award Agreement and
the Plan constitute the entire contract between the parties hereto with regard
to the subject matter hereof.  They
supersede any other agreements, representations or understandings (whether oral
or written and whether express or implied) which relate to the subject matter
hereof.


 


12.          Waiver.  No waiver of any breach or condition of this
Award Agreement shall be deemed to be a waiver of any other or subsequent
breach or condition whether of like or different nature.


 


13.          Successors
and Assigns.  The provisions of this
Award Agreement shall inure to the benefit of, and be binding upon, the Company
and its successors and assigns and upon the Participant, the Participant’s
assigns and the legal representatives, heirs and legatees of the Participant’s
estate, whether or not any such person shall have become a party to this Award
Agreement and have agreed in writing to be joined herein and be bound by the
terms hereof.


 


14.          Choice
of Law.  This Award Agreement shall
be governed by the law of the State of Delaware (regardless of the laws that might
otherwise govern under applicable Delaware principles of conflicts of law) as
to all matters, including but not limited to matters of validity, construction,
effect, performance and remedies.


 


15.          Restricted
Stock Subject to Plan.  By entering
into this Award Agreement the Participant agrees and acknowledges that the
Participant has received and read a copy of the Plan.  The Restricted Stock is subject to the
Plan.  The terms and provisions of the
Plan as it may be amended from time to time are hereby incorporated herein by
reference.  In the event of a conflict
between any term or provision contained herein and a term or provision of the
Plan, the applicable terms and provisions of the Plan will govern and prevail.


 


16.          No
Guarantees Regarding Tax Treatment. 
The Participant (or their beneficiaries) shall be responsible for all
taxes with respect to the Restricted Stock. 
The Committee and the Company make no guarantees regarding the tax
treatment of the Restricted Stock.


 


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17.          Amendment.  The Committee may amend or alter this Award
Agreement and the Option granted hereunder at any time, subject to the terms of
the Plan.


 


18.          Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


19.          Signature
in Counterparts.  This Award
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.


 




	
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IN WITNESS WHEREOF, the parties hereto have executed this Restricted
Stock Award Agreement as of the date first written above.


 


 


	
   

  	
   

  	
  GENERAL GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed
  and acknowledged as

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  of
  the date first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
   

  



 


SIGNATURE
PAGE TO

AWARD AGREEMENT – MATHRANJ


 

















 


EXHIBIT A


 


Section 83(b) Election


 


This
statement is being made under Section 83(b) of the Internal Revenue
Code, pursuant to Treas. Reg. Section 1.83-2.


 


	
  (1)

  	
  The
  taxpayer who performed the services is:

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security Number:

  
	
   

  	
   

  
	
  (2)

  	
  The
  property with respect to which the election is being made is
                    
  shares of the common stock, par value $0.01 per share, of General Growth
  Properties, Inc.

  
	
   

  	
   

  
	
  (3)

  	
  The
  transferor of the property is General Growth Properties, Inc.

  
	
   

  	
   

  
	
  (4)

  	
  The
  property was transferred on
                                            
  (“Date of Grant”).

  
	
   

  	
   

  
	
  (5)

  	
  The
  taxable year in which the election is being made is the calendar year
              .

  
	
   

  	
   

  
	
  (6)

  	
  The
  property will vest in equal installments on each of the first three
  anniversaries of the Date of Grant, subject to the taxpayer’s continued
  service to General Growth Properties, Inc. or its affiliates.

  
	
   

  	
   

  
	
  (7)

  	
  The
  fair market value at the time of transfer (determined without regard to any
  restriction other than a restriction which by its terms will never lapse) is
  $                      per share.

  
	
   

  	
   

  
	
  (8)

  	
  The
  amount paid for such property is
  $                    per share.

  
	
   

  	
   

  
	
  (9)

  	
  A
  copy of this statement was furnished to General Growth Properties, Inc.
  for whom taxpayer rendered the services underlying the transfer of property.

  
	
   

  	
   

  
	
  (10)

  	
  This
  statement is executed on
                                            .

  



 


	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Taxpayer’s
  name

  



 


This
election must be filed with the Internal Revenue Service Center with which
taxpayer files his Federal income tax returns and must be made within thirty
(30) days after the Date of Grant.  This
filing should be made by registered or certified mail, return receipt requested.  The taxpayer shall also provide a copy of
such form to General Growth Properties, Inc. promptly following its
filing.  The taxpayer should retain two (2) additional
copies of the completed form for filing with Federal and state tax returns for
the taxpayer’s current tax year and one (1) additional copy for the
taxpayer’s records.