Exhibit
10.26


 


GROUP B AND C


 


General
Growth Properties, Inc.

2010 Equity Incentive Plan


 


NONQUALIFIED
STOCK OPTION AWARD AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION 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 “Effective Date”),
between General Growth Properties, Inc., a Delaware corporation (the “Company”) and [·] (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
option 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.             Grant of the Option.  The Company hereby grants to the Participant
the right and option (the “Option”)
to purchase, on the terms and conditions hereinafter set forth, all or any part
of an aggregate of [·]
Shares as of the business day immediately following the Effective Date (the “Date of Grant”).  The
Option is intended to be a Nonqualified Stock Option.


 


2.             Option Price.  The purchase price of the Shares subject to
the Option shall be the closing price of a Share on the Date of Grant, as
reported by the Wall Street Journal (the “Option
Price”).


 


3.             Option Term.  The term of the Option shall be ten (10) years,
commencing on the Date of Grant (the “Option Term”).  The Option shall automatically terminate upon
the expiration of the Option Term, or at such earlier time specified herein or
in the Plan.


 


4.             Vesting of the Option.  Subject to the Participant’s continued
service to the Company through the applicable vesting date and the terms of the
Plan, the Option shall vest in equal installments on each of the first five (5) anniversaries
of the Date of Grant, such that twenty percent (20%) of the Option vests on
each such anniversary (each, a “Vesting Date”).  At any time, the portion of the Option which
has become vested in accordance with the terms hereof shall be called the “Vested Portion.”


 

















 


5.             Termination of Service.


 


(a)           Termination of Service for Cause.  Upon a termination of the Participant’s
Service by the Company for Cause the Option, including the Vested Portion,
shall immediately terminate and be forfeited without consideration.


 


(b)           Termination of Service due to death, Disability or Retirement.  Upon a termination of the
Participant’s Service by reason of death, Disability or Retirement, any
unvested portion of the Option shall immediately terminate and be forfeited
without consideration and the Vested Portion shall remain exercisable until the
earlier of (i) three (3) years following such termination of Service
and (ii) the expiration of the Option Term.


 


(c)           Other Terminations of Service.  Upon a termination of the Participant’s
Service for any reason, other than pursuant to Sections 5(a) and
5(b) above, any unvested portion of the Option shall immediately
terminate and be forfeited without consideration and the Vested Portion shall
remain exercisable until the earlier of (i) one (1) year following
such termination of Service and (ii) the expiration of the Option Term.


 


6.             Exercise Procedures.


 


(a)           Notice of Exercise.  To the extent exercisable, the Participant or
the Participant’s representative may exercise the Vested Portion or any part
thereof prior to the expiration of the Option Term by giving written notice to
the Company in the form attached hereto as Exhibit A (the “Notice of Exercise”). 
The Notice of Exercise shall be signed by the person exercising such
Option.  In the event that such Option is
being exercised by the Participant’s representative, the Notice of Exercise
shall be accompanied by proof (satisfactory to the Company) of such
representative’s right to exercise such Option.


 


(b)           Method of Exercise.  The Participant or the Participant’s
representative shall deliver to the Company, at the time the Notice of Exercise
is given, payment in a form permissible under Section 6.4 of the
Plan for the full amount of the aggregate Option Price for the exercised
Option.


 


(c)           Issuance of Shares.  Provided the Company receives a properly
completed and executed Notice of Exercise and payment for the full amount of
the aggregate Option Price, the Company shall promptly cause the Shares
underlying the exercised Option to be issued in the name of the Person
exercising the applicable Option.


 


7.             Definitions.


 


“Cause” means,
unless otherwise determined by the Committee, (i) conviction or plea of
guilty or no contest to any felony or crime of dishonesty or moral turpitude, (ii) gross
negligence or willful misconduct in the performance of the Participant’s
duties, (iii) drug addiction or habitual intoxication that adversely
effects the Participant’s job performance or the reputation or best interests
of the Company or any Affiliate, (iv) commission of fraud, embezzlement,
misappropriation of funds, breach of fiduciary duty or a material act of
dishonesty against the Company or any Affiliate, (v) material breach of
any written employment, non-competition, non-solicitation, confidentiality or
similar agreement with the Company or any Affiliate, (vi) noncompliance
with Company policy or code of conduct, or (vii) willful and deliberate
failure in the performance of the Participant’s duties in any material respect.


 


2

















 


“Disability”
means permanent and total disability as determined under the procedures
established by the Committee for purposes of the Plan.


 


“Retirement”
means, the Participant’s retirement from active employment (i) as
determined in accordance with provisions of any employment contract with the
Company or any Subsidiary or Affiliate that specifically pertains to retirement
or (ii) at or after age 65 under circumstances that the Committee, in its
sole discretion, may establish.


 


8.             No Right to Continued Service.  The granting of the Option evidenced hereby
and this Award 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.


 


9.             Securities Laws/Legend on Certificates.  The issuance and delivery of 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 which satisfies such
requirements.  The certificates
representing the Shares shall be subject to such stop transfer orders and other
restrictions as the Committee may deem reasonably advisable, and the Committee
may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


 


10.           Transferability.  Unless otherwise provided by the Committee,
the Option 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 assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.  No such permitted transfer of the Option 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.  During
the Participant’s lifetime, the Option is exercisable only by the Participant.


 


11.           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
Option, its exercise 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.


 


12.           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: 


 


3

















 


General Counsel, at its
principal executive office and to the Participant at the address that he or she
most recently provided to the Company.


 


13.           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.


 


14.           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.


 


15.           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.


 


16.           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.


 


17.           Option 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 Option 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.


 


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


 


19.           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.


 


20.           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.


 


21.           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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4

















 


IN WITNESS WHEREOF, the parties hereto have entered
into this Award Agreement.


 


	
   

  	
  GENERAL GROWTH
  PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


	
  Acknowledged as of the 

  date first written above:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PARTICIPANT

  	
   

  



 


SIGNATURE PAGE TO


AWARD AGREEMENT


 

















 


EXHIBIT A


 


Notice of Exercise


 


	
  General Growth Properties, Inc.

  	
   

  
	
  110 North Wacker Drive

  	
   

  
	
  Chicago, IL 60606

  	
   

  
	
  Attn:

  	
  Date
  of Exercise:

  



 


Ladies & Gentlemen:


 


1.             Exercise of Option.  This constitutes notice to General Growth
Properties, Inc. (the “Company”) that pursuant to my Nonqualified
Stock Option Award Agreement (the “Award Agreement”) under the Company’s
2010 Equity Incentive Plan (the “Plan”) I elect to purchase the number
of Shares of Company common stock set forth below and for the price set forth
below.  By signing and delivering this
notice to the Company, I hereby acknowledge that I am the holder of the
stock option (the “Option”) exercised by this notice and have full power
and authority to exercise the same.


 


Date of Grant:


 


Number of Shares as to


which the Option is exercised


(“Optioned Shares”):


 


Shares to be issued in 


name of:


 


Total exercise price:                             $


 


Cash Exercise


Cash payment delivered


herewith:                                                $


 


2.             Form of
Payment. 
Forms of payment other than cash or its equivalent (e.g. by cashier’s
check) are limited by the Plan and are permissible only to the extent approved by
the compensation committee of the Board of Directors of the Company (the “Committee”)
or any committee designated thereby, in its sole discretion.


 


3.             Delivery of Payment.  With this notice, I hereby deliver to
the Company the full purchase price of the Optioned Shares and any and all
withholding taxes due in connection with the exercise of my Option.


 


4.             Rights as Stockholder.  While the Company will endeavor to process
this notice in a timely manner, I acknowledge that until the issuance of
the shares underlying the Optioned Shares (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to such shares, notwithstanding the
exercise of my 


 

















 


option(s). 
No adjustment shall be made for a dividend or other right for which the
record date is prior to the date of issuance of the optioned stock.


 


5.             Interpretation.  Any dispute regarding the interpretation of
this notice shall be submitted promptly by me or by the Company to the
Committee, which shall review such dispute at its next regular meeting.  The resolution of such a dispute by such
administrator of the Plan shall be final and binding on all parties.


 


6.             Governing Law; Severability.  This notice is governed by the internal
substantive laws but not the choice of law rules, of Delaware.  In the event that
any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this notice will continue in
full force and effect without said provision.


 


7.             Entire Agreement.  The Plan and the Award Agreement under which
the Optioned Shares were granted are incorporated herein by reference, and
together with this notice constitute the entire agreement of the parties with
respect to the subject matter hereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (social security number)

  



 


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