FORM OF GENERAL GROWTH PROPERTIES, INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit 10.1
THIS
AGREEMENT is made and entered into as of
(the “Grant Date”) by and
between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the “Company”), and «Name» (the
“Employee”).
WHEREAS, the Company desires to reward the Employee for his continuing efforts on behalf of
the Company by awarding him restricted shares (the “Restricted Shares”) of common stock, $.01 par
value, of the Company (the “Common Stock”), subject to the terms and conditions set forth in the
General Growth Properties, Inc. 2003 Incentive Stock Plan (the “2003 Plan”) and the terms,
conditions, and restrictions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Award of Shares. In accordance with the terms of the 2003 Plan which are hereby
incorporated herein, the Company hereby awards to the Employee, subject to the terms, conditions
and restrictions set forth in this Agreement, «Shares» shares of Common Stock (“Restricted Shares”)
as of the Grant Date.
2. Rights of Stockholder. Employee shall have all of the rights of a stockholder with
respect to the Restricted Shares (including the right to vote the Restricted Shares and the right
to receive dividends with respect to the Restricted Shares), except as provided in paragraph 3 and
paragraph 6 hereof.
3. Restrictions on Transfer. Except as otherwise provided in this Agreement, Employee
may not sell, transfer, assign, pledge, encumber or otherwise dispose of any portion of the
Restricted Shares or the rights granted hereunder (any such disposition or encumbrance being
referred to herein as a “transfer”) until such portion of the Restricted Shares becomes
vested in accordance with Section 4 of this Agreement. Any transfer or purported transfer by
Employee of any of the Restricted Shares shall be null and void and the Company shall not recognize
or give effect to such transfer on its books and records or recognize the person to whom such
purported transfer has been made as the legal or beneficial holder of such shares. The Restricted
Shares shall not be subject to sale, execution, pledge, attachment, encumbrance or other process
and no person shall be entitled to exercise any rights of Employee as the holder of such Restricted
Shares by virtue of any attempted execution, attachment or other process until the restrictions
imposed herein on the transfer of the Restricted Shares shall lapse as provided in Section 4
hereof.
4. Lapse of Restrictions.
(a) Subject to Sections 4(b), (c) and (d), the interest of the Employee in the Restricted
Shares shall vest as to 25% of such Restricted Shares on each of the first four anniversaries:
; provided, however, that no fractional shares shall vest,
but shall be carried over to the next subsequent vesting date until all such fractional shares are
equal to at least one whole share, at which time such whole share shall vest and any remaining
fractional share shall be carried over and vest in accordance with the terms hereof.
(b) If the Employee’s employment with the Company or any of its Affiliates or Subsidiaries is
terminated for any reason other than Retirement (as defined in Section 4(c)), the Restricted Shares
subject to the provisions of this Agreement which have not vested at the time of the Employee’s
termination of employment shall be forfeited by the Employee and ownership shall be transferred
back to the Company.
(c) If the Employee’s employment with the Company or any of its Affiliates or Subsidiaries is
terminated as a result of Retirement, some or all of the Restricted Shares subject to the
provisions of this
Agreement which have not vested at the time of the Employee’s Retirement shall continue to
vest as follows (and any unvested Restricted Shares which do not continue to vest pursuant to this
Section 4(c) shall be forfeited):
| (i) | If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for less than 5 years, no further vesting shall occur; | ||
| (ii) | If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 5 years, but less than 10 years, 25% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a); | ||
| (iii) | If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 10 years, but less than 15 years, 50% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a); | ||
| (iv) | If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 15 years, but less than 20 years, 75% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a); and | ||
| (v) | If the Employee has been employed by the Company or any of its Affiliates or Subsidiaries for more than 20 years, 100% of the unvested shares will not be forfeited and shall continue to vest in equal increments in accordance with the dates, and subject to the provision regarding non-vesting of fractional shares, set forth in Section 4(a). |
For purposes of this Agreement, Retirement shall mean retirement from employment with the
Company or any of its Affiliates or Subsidiaries on or after age 65.
(d) Notwithstanding Section 4(a) hereof, in the event of a Change in Control, the restrictions
on transfer imposed by Section 3 on the Restricted Shares shall lapse.
5. Transferability. Notwithstanding anything contained in this Agreement to the
contrary, Restricted Shares are not transferable or assignable by the Employee until the
restrictions thereon have lapsed.
6. Adjustment Provisions. If, during the term of this Agreement, there shall be any
merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary
distribution with respect to the Common Stock, or other change in corporate structure affecting the
Common Stock, the Committee shall make or cause to be made an appropriate and equitable
substitution or adjustment with respect to the Restricted Shares, including a substitution or
adjustment in the aggregate number or kind of shares subject to this Agreement, notwithstanding
that the Restricted Shares are subject to the restrictions on transfer imposed by Section 3 above.
7. Taxes. As a condition precedent to the receipt of any Restricted Shares hereunder,
Employee agrees to pay to the Company, at such times as the Company shall determine, such amounts
as the Company shall deem necessary to satisfy any withholding taxes due on income that Employee
recognizes as a result of the award of the Restricted Shares hereunder. The obligations of the
Company under this Agreement and the 2003 Plan shall be conditional on such payment or
arrangements, and the Company, its Affiliates and Subsidiaries shall, to the extent permitted by
law, have the right to withhold vested Restricted Shares or deduct any such taxes from any payment
otherwise due to the Employee.
8. Registration. This grant is subject to the condition that if at any time the
Committee shall determine, in its discretion, that the listing of the shares of Common Stock
subject hereto on any securities exchange, or the registration or qualification of such shares
under any federal or state law, or the consent or approval of any regulatory body, shall be
necessary or desirable as a condition of, or in connection with, the grant, receipt or delivery of
shares hereunder, such grant, receipt or delivery will not be effected unless and until such
listing,
registration, qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Committee. The Company agrees to make every reasonable
effort to effect or obtain any such listing, registration, qualification, consent or approval.
9. Rights of Employee. In no event shall the granting of the Restricted Shares or the
other provisions hereof or the acceptance of the Restricted Shares by Employee interfere with or
limit in any way the right of the Company, an Affiliate or Subsidiary to terminate Employee’s
employment at any time, nor confer upon Employee any right to continue in the employ of the
Company, an Affiliate or Subsidiary for any period of time or to continue their present or any
other rate of compensation.
10. Construction.
(a) Successors. This Agreement and all the terms and provisions hereof shall be
binding upon and shall inure to the benefit of the parties hereto and their respective legal
representatives, heirs and successors, except as expressly herein otherwise provided.
(b) Entire Agreement; Modification. This Agreement contains the entire understanding
between the parties with respect to the matters referred to herein. Subject to Section 15 of the
2003 Plan, this Agreement may be amended by the Committee.
(c) Capitalized Terms; Headings; Pronouns; Governing Law. Capitalized terms used and
not otherwise defined herein are deemed to have the same meanings as in the 2003 Plan. The
descriptive headings of the respective Sections and subsections of this Agreement are inserted for
convenience of reference only and shall not be deemed to modify or construe the provisions which
follow them. Any use of any masculine pronoun shall include the feminine and vice-versa and any
use of a singular, the plural and vice-versa, as the context and facts may require. The
construction and interpretation of this Agreement shall be governed in all respects by the laws of
the State of Delaware.
(d) Notices. All communications between the parties shall be in writing and shall be
deemed to have been duly given as of the date and time of hand delivery or three days after mailing
via certified or registered mail, return receipt requested, proper postage prepaid to the following
or such other addresses of which the parties shall from time to time notify one another.
| (1) If to the Company: | General Growth Properties, Inc. | |||||
| 000 Xxxxx Xxxxxx Xxxxx | ||||||
| Xxxxxxx, Xxxxxxxx 00000 | ||||||
| (2) If to the Employee: | «Name» | |||||
| c/o General Growth Properties, Inc. | ||||||
| 000 Xxxxx Xxxxxx Xxxxx | ||||||
| Xxxxxxx, Xxxxxxxx 00000 | ||||||
(e) Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement or the application thereof to any party or circumstance shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the minimal extent of such
provision or the remaining provisions of this Agreement or the application of such provision to
other parties or circumstances.
(f) Counterpart Execution. This Agreement may be executed in counterparts, each of
which shall constitute an original and all of which, when taken together, shall constitute the
entire document.
| GENERAL GROWTH PROPERTIES, INC. |
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| By: | ||||
| Xxxx Xxxxxxxxx | ||||
| Chief Executive Officer | ||||
| EMPLOYEE |
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