Exhibit
10.53  General
Growth Properties, Inc. Cash
Value Added Incentive Compensation Plan  2009 and
2010 Subplan  Purpose:
  
  The
  purpose of this Subplan is to continue to provide incentive compensation to
  Participants in order the ensure optimal employee performance and the
  achievement of certain goals deemed critical in maximizing the value of the
  Company and its assets.Eligibility:
  
  All
  full time employees of the Employers debtor entities, other than leasing
  representatives, will be eligible to participate. Adam Metz and Tom Nolan
  shall not participate during the 2009 Measurement Period (as defined below).Measurement
  Periods:
  
  The
  Measurement Periods are: (1) January 1, 2009December 31,
  2009, and (2) January 1, 2010December 31, 2010 (each, a Measurement
  Period).Performance
  Objectives:
  
  The
  performance objectives are (1) EBITDA for all employees participating in
  the Key Employee Incentive Plan (KEIP), (2) Net Operating
  Income for all employees not participating in the KEIP (each, a Performance
  Objective) and, (3) if applicable, individual performance.Net
  Operating Income:
  
  Net
  Operating Income means the aggregate operating revenues of the Companys
  real estate properties and master planned communities less the aggregate property
  and related expenses of such properties and communities (excluding interest,
  depreciation, amortization, reorganization and extraordinary expense and
  impairment charges). In the event of any corporate event or transaction
  (including, but not limited to, an acquisition, disposition, merger,
  consolidation, separation, split up, spin-off, or other like change in
  capital structure) involving the Company, a Subsidiary and/or an Affiliate,
  the Committee may, in its sole discretion, adjust the minimum, target, and
  maximum Net Operating Income Performance Objectives in a manner consistent
  with and reflective of such corporate event or transaction.Target Net Operating Income:
  
  Target Net Operating Income for the 2009 Measurement Period shall be
  $2.326 billion. Target Net Operating Income for the 2010 Measurement Period
  shall be set by the Committee in the ordinary course following consultation
  with management; provided, however, that, once the Committee
  has set a proposed target, the Company shall provide notice of the proposed
  target and all relevant supporting information to the statutory committee of
  unsecured creditors appointed by the United States Trustee in the Companys
  jointly administered chapter 11 cases (the Creditors Committee).


If
  the Company and the Creditors Committee reach an agreement on the target
  within fifteen (15) business days after the date of notice, then such agreed
  target shall be adopted as the target Net Operating Income for 2010 without
  the necessity of further order of the United States Bankruptcy Court for the
  Southern District of New York, the honorable Allan L. Gropper presiding (the
  Bankruptcy Court). If, however, the Company and the Creditors
  Committee are unable to reach an agreement on the proposed target within such
  fifteen (15) day period, then the Company shall seek Bankruptcy Court
  approval of the proposed target.EBITDA:
  
  EBITDA
  means Net Operating Income plus property management revenue less corporate
  overhead (excluding restructuring costs) and capitalized costs.Target
  EBITDA:
  
  Target
  EBITDA for the 2009 Measurement Period shall be $2.116 billion. Target EBITDA
  for the 2010 Measurement Period shall be set by the Committee in the ordinary
  course following consultation with management; provided, however,
  that, once the Committee has set a proposed target, the Company shall provide
  notice of the proposed target and all relevant supporting information to the
  Creditors Committee. If the Company and the Creditors Committee reach an
  agreement on the target within fifteen (15) business days following the date
  of notice, then such agreed target will be adopted as the target EBITDA for
  2010 without the necessity of further order of the Bankruptcy Court. If,
  however, the Company and the Creditors Committee are unable to reach an
  agreement on the proposed target within such fifteen (15) day period, then
  the Company shall seek Bankruptcy Court approval of the proposed target.Performance Objective Payout Curve:Percentage
  of
  Performance Objective
  Achieved
  
  Pool
  AmountMaximum
  
  109%
  
  200% of TargetTarget
  
  100%
  
  100% of TargetThreshold
  
  91%
  
  0% of TargetBelow
  Threshold
  
  Below 91%
  
  0%
  of TargetAggregate
  Pool:
  
  With
  respect to each Measurement Period, the Pool shall be the aggregate
  amount of the Annual Awards distributable to all Participants based upon the
  achievement of the Performance Objectives, which shall be calculated
  independently and in accordance with the tables above. Annual Award,
  for any Participant, means the award opportunity established for that
  Participant pursuant to this Subplan. The aggregate amount of the


Pool
  for the applicable Measurement Period shall, if the Performance Objectives
  are achieved at the target, threshold or maximum levels, equal the sum of
  each Participants target, threshold or maximum Annual Award, as the case may
  be.With
  respect to each Measurement Period, in the event the Performance Objectives
  are between the threshold and target levels, or between the target and
  maximum levels, the aggregate amount of the Pool shall be calculated on a
  straight line interpolation basis between the two applicable levels.Annual
  Awards may be adjusted during a Measurement Period for changes in
  compensation in the ordinary course. The aggregate Pool amount shall
  (1) exclude Participants who terminate employment during the applicable
  Measurement Period and such Participants will not be eligible to receive an
  Annual Award payment, and (2) include any newly eligible Participants and
  such Participants shall be eligible to receive an Annual Award payment.Allocation
  of Pool:
  
  The distribution of the aggregate Pool will be as
  follows: (1) (a) those officers of the Company appointed to the
  Companys executive committee from time to time (including the Chief
  Financial Officer), (the Executive Officers), and (b) those
  other managing employees designated by the Companys Chief Executive Officer
  and Chief Operating Officer (with the Executive Officers, the First Tier
  Employees), are paid at the attained EBITDA Performance Objective level,
  unless adjusted by such Chief Executive Officer and/or Chief Operating
  Officer based on individual performance; and (2) all other Participants
  shall be paid their portion of the Pool based on their applicable Performance
  Objective pursuant to administrative procedures approved by the Companys
  Chief Executive Officer, which may include adjustment of such amount based on
  the Participants individual performance.The
  aggregate Annual Award payments with respect to each Measurement Period shall
  not exceed the amount of the Pool for such Measurement Period.Annual
  Awards:
  
  The
  Chief Executive Officer or such delegates as he designates in his sole
  discretion shall determine (1) the eligibility of each employee (other
  than First Tier Employees) to participate in the Plan, (2) the amount of
  the Annual Award for each Participant (other than First Tier Employees),
  (3) the individual performance objectives, if any, applicable to the Participants
  for purposes of determining their Annual Award payments, and (4) the
  adjustment in such Participants Annual Award payments based on their
  individual performance, in each case subject to the terms of the Plan and
  this Subplan.


Adjustment of Annual Award Payments:
  
  A Participants Annual Award payment may not be increased nor decreased by
  more than 50% by reason of the Participants individual performance. Further,
  the Annual Award payment to a Participant with an individual performance
  objective shall not exceed in any case 200% of such Participants target
  Annual Award.Timing
  of Payment:
  
  Annual
  Award payments will be paid within three (3) business days after such
  amounts are determined.Definitions:
  
  All
  capitalized terms used herein shall have the same meaning ascribed to such
  term in the Plan.Terms
  of the Plan:
  
  The
  terms of the Plan, to the extent not inconsistent with this Subplan, shall
  govern the Annual Awards for 2009 and 2010, provided, however,
  that for purposes of this Subplan the term Net Operating Income shall be
  defined herein and not as defined in the Plan, and the Pool shall be
  determined based on Net Operating Income and EBITDA and not on Cash Value
  Added. The terms of the Subplan, to the extent they are inconsistent with the
  terms of the Plan, shall supersede the Plan.