exv10w1






EXECUTION COPY



Exhibit 10.1




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 Adam S. Metz (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 effective as of
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 Chief Executive Officer 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 $2,000,000, payable in four equal
installments (subject to the Executive’s continued active employment with the
Company on such payment date) of $500,000 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 $1,000,000, 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) is hereby amended to add the following new sentences at the end of that
section:
	 
	 	 	During the Employment Period, so long as he and his dependents are not covered under a
group health plan maintained by the Company, the Company shall pay Executive monthly in
advance (a) an amount equal to the employer portion of the “premium” for the Company’s
active employees under the Company’s PPO2 Medical/Rx Family Plan or any successor thereto
under the maximum coverage level available thereunder (“Medical Premiums”) and (b) an
additional amount such that after paying federal, state, local and any other taxes on the
Medical Premiums and such amount, Executive retains an amount equal to the Medical
Premiums. Any amount accrued pursuant to clauses (a) and (b) above prior to the date of
this Amendment shall be paid in a lump sum on March 15, 2009.





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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:



/s/ Adam S. Metz

Adam S. Metz	THE COMPANY:



GENERAL GROWTH PROPERTIES, INC.




 	 
	 	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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