Brookfield Property REIT (BPYU) 10-Q 2013 Q3 Quarterly report

Exhibit 10.2

SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT

THIS SECOND AMENDMENT (the “Second Amendment”) is entered into as of this first day of November, 2013 (“Effective Date”) by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and Sandeep Mathrani (the “Participant”).

WHEREAS, the Company and the Participant entered into an agreement entitled Restricted Stock Award Agreement dated November 9, 2010 (the “Agreement”);

WHEREAS, the Company and the Participant first amended the Agreement on November 1, 2012; and

WHEREAS, the parties desire to further amend the Agreement, in certain particulars;

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter set forth, the parties agree that the Agreement is hereby further amended as follows, effective on the date hereof:

Section 3(a) of the Agreement, Vesting of Restricted Stock, is hereby deleted in its entirety and replaced with the following:

Vesting Schedule. Subject to Participant’s continued employment with the Company or one of its affiliates through the applicable vesting date and the terms of the Plan, one third (1/3) of the Restricted Shares shall vest on the first anniversary of the Date of Grant and two thirds (2/3) of the Restricted Shares shall vest on the fourth anniversary of the Date of Grant.  Upon vesting these shares will be nonforfeitable, the Participant shall have all of the rights of a stockholder, and such number of shares shall be delivered to the Participant (or, where applicable, the Participant’s legal representative).

If any provision of this Second Amendment conflicts with any provisions of the Agreement, the provisions of this Second Amendment shall prevail. Except as hereby amended, the capitalized terms appearing in this Second Amendment shall have the same meaning assigned in the Agreement.  Except as hereby amended, all other terms of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first written above.

General Growth Properties, Inc.		Sandeep Mathrani
		/s/Sandeep Mathrani
	/s/Marvin J. Levine
By	Marvin J. Levine
Title	Executive Vice President & Chief Legal Officer