exv10w2





EXECUTION COPY




Exhibit 10.2




AMENDMENT TO EMPLOYMENT AGREEMENT




     This AMENDMENT (“Amendment”) to the Employment Agreement, effective as of October 26, 2008
(the “Employment Agreement”) is made and effective as of March 6, 2009, by and among General
Growth Properties, Inc., a Delaware, corporation (the “Company”), GGP Limited Partnership,
a Delaware limited partnership (the “Partnership”), and Thomas H. Nolan, Jr. (the “Executive”). Any
capitalized term used but not defined herein shall have the meaning ascribed thereto in the
Employment Agreement, except as otherwise provided.



          WHEREAS, the Company and the Executive entered into the Employment Agreement on October 26,
2008; and




          WHEREAS, the parties hereby desire to amend the Employment Agreement in accordance with
Section 11 of the Employment Agreement;




          NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants
herein contained and in the Employment Agreement, and intending to be legally bound hereby, the
parties hereto agree that the Employment Agreement is hereby amended as follows:





	1.	 	Section 1 is hereby deleted in its entirety and is replaced with the following:
	 
	 	 	1. Employment Period. The Company hereby agrees to employ the Executive, and the
Executive hereby agrees 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
December 31, 2010 (the “Employment Period”).
	 
	2. 	 	 The first sentence of Section 2(a)(i) is hereby amended to remove the word “interim”
such that the first sentence shall read as follows:
	 
	 	 	(i) During the Employment Period, the Executive shall serve as President of the Company and
of the Partnership, with the appropriate authority, duties and responsibilities attendant
to such position and other duties that may be reasonably assigned by the Company’s Board of
Directors (the “Board”).
	 
	3.	 	Section 2(b)(ii) is hereby deleted in its entirety and is replaced with the following:
	 
	 	 	(ii) Bonus. During the period of employment through October 25, 2009, the
Executive shall be entitled to receive a bonus of $1,600,000, payable in four equal
installments (subject to the Executive’s continued active employment with the Company on
such payment date) of $400,000 on February 2, 2009, May 2, 2009,
August 2, 2009 and October 25, 2009 (such payments collectively, the “Fixed Bonus”). In
addition, subject to the Executive’s employment through October 25,




 









 







	 	 	2009, the Executive shall be entitled to receive a bonus of $800,000, with such amount subject to
reduction by the Compensation Committee of the Board (the “Compensation Committee”) in its
sole discretion, to the extent the Compensation Committee determines that the Company’s
performance or the Executive’s personal performance warrant such reduction (the “Discretionary
Bonus”); provided, that any Discretionary Bonus shall be paid to the Executive by
November 11, 2009. From and after October 26, 2009, the Executive shall be entitled to
participate in the Company’s then applicable bonus plans in a manner commensurate with his
position, as may be determined by mutual agreement of the Compensation Committee and
Executive.
	 
	4.	 	Section 2(b)(iii) is hereby amended to add the following new sentence at the end of
that section:
	 
	 	 	From and after October 26, 2009 the Executive shall participate in the Company’s then
applicable equity plans and be eligible to receive equity awards in a manner commensurate
with his position, as determined by the Compensation Committee in its sole discretion.
	 
	5.	 	Section 2(b)(iv) is hereby deleted in its entirety and replaced with the following:
	 
	 	 	(iv) Indemnification and Liability Insurance. The Company shall continue to
indemnify the Executive pursuant to the indemnification agreement between the Company and
the Executive dated February 25, 2009 (the “Indemnification Agreement”), and the
Indemnification Agreement shall remain effective for a period of 6 years following the time
the Executive’s employment is terminated.
	 
	6.	 	Section 2(c)(ii) is hereby deleted in its entirety and replaced with the following:
	 
	 	 	(ii) Relocation. The Executive shall relocate his principal residence from
Scottsdale, Arizona to the Chicago, Illinois metropolitan area and the Company shall
reimburse Executive (or pay directly) for his reasonable direct or indirect relocation
expenses (including temporary housing) as approved by the Compensation Committee. The
relocation benefits are intended to be in a manner commensurate with Executive’s position
with the Company.







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     IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of
the Company and by the Executive, as of the date first above written.



	 	 	 	 	 
	THE EXECUTIVE:
	 	THE COMPANY:

GENERAL GROWTH
PROPERTIES, INC.



	/s/ Thomas H. Nolan, Jr.
 	 	 
	Thomas H. Nolan, Jr. 	 	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                  /s/ Ronald L. Gern
 	 
	 	 	Name:  	Ronald L. Gern 	 
	 	 	Title:  	Authorized Officer 	 
	 
	 	



THE PARTNERSHIP:



GGP Limited Partnership

 	 
	 	By:  	/s/ Ronald L. Gern
 	 
	 	 	Name:  	Ronald L. Gern 	 
	 	 	Title:  	Authorized Officer 	 
	 




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