0001047469-10-009723 Sample Contracts

General Growth Properties, Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of the effective date of the Third Amended and Restated Plan of Reorganization of General Growth Properties, Inc. and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as may be further modified (the “Effective Date”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

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GENERAL GROWTH PROPERTIES, INC. 155,250,000 Shares Common Stock (par value $0.01 per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • New York
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General Growth Properties, Inc. 2010 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of the effective date of the Third Amended and Restated Plan of Reorganization of General Growth Properties, Inc. and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as may be further modified (the “Effective Date”), between General Growth Properties, Inc., a Delaware corporation (the “Company”) and [·] (the “Participant”).

Sample 1Sample 2
General Growth Properties, Inc. 2010 Equity Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 15th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award Agreement”) is made effective as of the effective date of the Third Amended and Restated Plan of Reorganization of General Growth Properties, Inc. and other debtors under Chapter 11 of the Bankruptcy Code, as Modified [Docket No. 6232], and as may be further modified (the “Date of Grant”), between General Growth Properties, Inc., a Delaware corporation (formerly know as New GGP, Inc.) (the “Company”) and Sandeep Mathrani (the “Participant”).

Sample 1
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