Exhibit 10.28


 


GROUPS B AND C


 


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 “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
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 [·] Shares (the “Restricted Shares”) as of the
business day following the Effective Date (the “Date of
Grant”), which shall vest and become nonforfeitable 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
fifth (1/5th) of the Restricted Shares shall vest on
each of the first five (5) anniversaries of the Date of Grant (each, a “Vesting Date”).


 


(b)           Termination
of Service.  If the Participant’s Service is terminated
for any reason, 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, 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
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 


 


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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.


 


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.


 


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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 entered
into this Award Agreement.


 


	
   

  	
   

  	
  GENERAL GROWTH
  PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Acknowledged as of the

  	
   

  	
   

  
	
  date first written above:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT

  	
   

  	
   

  



 


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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.


 


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