EXHIBIT 10.31
GENERAL GROWTH PROPERTIES, INC.
RESTRICTED STOCK AWARD AGREEMENT
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 <> <> (the "Employee").
WHEREAS, the Company desires to reward the Employee for her 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 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; provided, however, that dividends paid with respect to
Restricted Shares which have not yet vested at the time of the dividend payments
shall be held in the custody of the Company and shall be subject to the same
restrictions that apply to the corresponding Restricted Shares), except for the
right to transfer the Restricted Shares as provided on Section 3 and Section 5
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.
If and when the restrictions imposed herein on the transfer of Restricted
Shares shall have lapsed as provided in Section 4 hereof, such shares shall be
delivered to the Employee. Until such restrictions have lapsed, any certificates
representing any Restricted Shares shall be held in custody by the Company.
4. Lapse of Restrictions.
(a) The interest of the Employee in the Restricted Shares shall vest
as to 1/3, 1/3 and 1/3 shares of such Restricted Shares on each of <>,
<>, and <>, so as to be 100% vested on <>, so long as the Employee continues to be employed by the Company, its
Affiliates and Subsidiaries on each such date.
(b) If the Employee's employment with the Company or any of its
Affiliates or Subsidiaries is terminated for any reason which does not give rise
to 100% vesting of the Restricted Shares, the balance of 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) 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 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,
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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: <> <>
c/o General Growth Properties, Inc.
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
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(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.
Dated as of the ____ day of __________, 2006.
GENERAL GROWTH PROPERTIES, INC.
By:
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Xxxx Xxxxxxxxx
Chief Executive Officer
EMPLOYEE
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<> <>
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