GENERAL GROWTH PROPERTIES, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the <<Date>> by and
between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation (the "Company"),
and <<Employee_Name>> (the "Director").
WHEREAS, in order to retain and motivate the Director as a member of
the Board of Directors, the Company hereby desires to grant an option to
purchase shares of common stock $.10 par value, of the Company (the "Common
Stock") pursuant to the General Growth Properties, Inc. 2003 Incentive Stock
Plan (the "Plan"); the terms and conditions of which are hereby incorporated
herein:
WHEREAS, the Director wishes to acquire the right to purchase shares of
Common Stock.
NOW, THEREFORE, for good and valuable consideration, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Grant of Option. In accordance with the terms and conditions of the
Plan which are hereby incorporated herein, the Company hereby grants to the
Director an option (the "Option") to purchase <<Options>> shares of Common Stock
at a purchase price of <<discount price>> per share, the Fair Market Value (as
defined in the Plan) per share on the date hereof. This Option is a
Non-Qualified Stock Option and is not intended to qualify as an Incentive Stock
Option described in Section 422 of the Code.
2. Time for Exercise of Options.
(a) The Option may be exercised by the Director from and after
the date hereof (the "Grant Date"), whether in whole or in part, in accordance
with the terms and conditions set forth herein and in the Plan.
(b) The Option must be exercised if at all on or before the
fifth anniversary of the Grant Date and only at such time as the Director is
serving as a director of the Company or as provided in Paragraph 3 hereof.
3. Termination of Service.
(a) If the Director ceases to serve as a member of the Board
of Directors of the Company by reason of death, then, notwithstanding the
provisions of Section 2 of this Agreement, the Option may thereafter be
exercised for a period of one year from the date of such death or until the
expiration of the term of the Option, whichever period is shorter.
(b) If the Director ceases to serve as a member of the Board
of Directors of the Company by reason of Retirement or Disability, then,
notwithstanding the provisions of Section 2 of this Agreement, the Option may
thereafter be exercised by the Director for a period of three years from the
date of such termination of employment or until the expiration of the term
hereof, whichever period
is shorter; provided, however, that if the Director dies within such three-year
period, any unexercised portion of this Option shall, notwithstanding the
expiration of such three-year period, continue to be exercisable to the extent
to which it was exercisable at the time of death for a period of one year from
the date of such death or until the expiration of the term hereof, whichever
period is shorter.
(c) If the Director ceases to serve as a member of the Board
of Directors of the Company for any reason other than death, Disability,
Retirement or Cause (as hereinafter defined) then, notwithstanding the
provisions of Section 2 of this Agreement, the Option may be exercised for the
lesser of one year from the date the Director ceases to serve as a member of the
Board of Directors of the Company or the balance of the term of the Option;
provided, however, that if the Director dies within such one year period, any
unexercised portion of the Option shall, notwithstanding the expiration of such
one year period, continue to be exercisable to the extent to which it was
exercisable at the time of death for a period of one year from the date of such
death or until the expiration of the stated term of the Option, whichever period
is shorter.
(d) In the event the Director ceases to serve as a member of
the Board of Directors by reason of Cause, any unexercised portion of the Option
shall expire immediately upon termination of the Director's service as a member
of the Board of Directors or, if earlier, upon the giving to the Director of
notice of termination of such service.
(e) For purposes of this Agreement, the term "Cause" shall
mean, unless otherwise determined by the Committee, (i) the conviction of the
Recipient for committing a felony under federal law or the law of the state in
which such action occurred, (ii) dishonesty in the course of fulfilling the
Recipient's employment duties or (iii) willful and deliberate failure on the
part of the Recipient to perform his or her employment duties in any material
respect.
4. Method of Exercise. The Option may be exercised by written notice
(the "Notice"), addressed and delivered to the Company specifying the number of
whole shares of Common Stock subject to the Option to be purchased. The Notice
shall be accompanied by (i) cash, or (ii) that number of Mature Shares of
unrestricted or restricted (if the requirements of Section 7(c)(ii) of the Plan
are satisfied) Common Stock which has an aggregate Fair Market Value (as of the
date of exercise) equal to the aggregate exercise price for all of the shares of
Common Stock subject to such exercise, or (iii) by a combination of (i) and
(ii), above, or (iv) subject to Section 17(g) of the Plan, at the discretion of
the Committee, by delivery of such documentation as the Committee and a
qualified broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan proceeds required to pay
the exercise price. The Director agrees that no later than the date as of which
an amount first becomes includible in his gross income for Federal income tax
purposes with respect to the Option, the Director shall pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of, any
Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the
Committee, withholding obligations may be settled with Common Stock, including
Common Stock that is acquired upon exercise of the Option. The obligations of
the Company under this Agreement and the Plan shall be conditional on such
payment or arrangements, and the Company shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment otherwise due to the
Director.
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5. Delivery of Stock Certificates. The Option shall be deemed to have
been exercised upon receipt by the Company of written notice of exercise
accompanied by the exercise price (the "Exercise Date") and the Director shall
be treated as the holder of record of the shares with respect to which the
Option is exercised as of the Exercise Date for all purposes.
6. Adjustment Provisions. Subject to the terms of the Plan, 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 Board shall make an appropriate and
equitable substitution or adjustment in the aggregate number, kind and option
price of shares subject to this Option.
7. Non-Transferability. The Option is not transferable or assignable by
the Director other than by will or by the laws of descent and distribution, or
pursuant to a qualified domestic relations order, and is exercisable during the
lifetime of the Director only by the Director, his guardian or legal
representative or by an alternate payee pursuant to such qualified domestic
relations order.
8. Compliance with Law. By accepting the Option, the Director agrees
for himself and his guardian or legal representative that no shares of Common
Stock shall be delivered pursuant to the Option until qualified for delivery
under applicable securities laws and regulations as determined by the Company or
its legal counsel.
9. Limitations. The Director shall have no rights as a stockholder with
respect to shares as to which the Option shall not have been exercised and
payment made as herein provided and shall have no rights with respect to such
shares not expressly conferred by this Agreement.
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(a) of the 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 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
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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.
110 North Wacker Drive
Chicago, Illinois 60606
(2) If to the Director: <<Employee_Name>>
<<Employee_Address>>
<<City, State Zip>>
(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.
IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Agreement as of the date first above written.
GENERAL GROWTH PROPERTIES, INC.
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<<C E O>>
DIRECTOR
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<<Employee_Name>>
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