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GENERAL GROWTH PROPERTIES, INC. EXHIBIT 10(GG)
STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of December,
1996, by and between GENERAL GROWTH PROPERTIES, INC., a Delaware corporation
(the "Company") and __________________ (the "Employee").
WHEREAS, the Company desires to reward the Employee for his recent efforts
on behalf of the Company by awarding him an incentive stock option to purchase
shares of common stock $.10 par value, of the Company (the "Common Stock")
pursuant to the General Growth Properties, Inc. 1993 Stock Incentive Plan, as
amended (the "Plan"); and
WHEREAS, the Employee wishes to acquire the right to purchase shares of
Common Stock granted hereby.
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
Employee an option (the "Option") to purchase _______ shares of Common Stock at
a purchase price of $28.00 per share, the Fair Market Value (as defined in the
Plan) per share on the date hereof. This Option is intended to qualify as an
Incentive Stock Option as defined in, and subject to, Section 422 of the Code.
2. Time for Exercise of Options.
(a) The Option is, as of the date of this Agreement (the "Grant
Date"), exercisable for 20% of the shares of Common Stock subject hereto
and shall become exercisable in increments of 20% of the shares of Common
Stock subject hereto at the end of each of the first four anniversaries
of the Grant Date.
(b) The Option must be exercised if at all on or before the tenth
anniversary of the Grant Date and only at such time as the Employee is
employed by the Company or as provided in Paragraph 3 hereof.
3. Termination of Employment.
(a) If the Employee's employment with the Company, an Affiliate or a
Subsidiary terminates by reason of death then, notwithstanding the
provisions of Section 2 of this Agreement, the Option may thereafter be
exercised, to the extent then exercisable, or on such accelerated basis as
the Committee may determine, 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 Employee's employment with the Company, an Affiliate
or a Subsidiary terminates by reason of Retirement then, notwithstanding
the provisions of Section 2 of this Agreement, the Option may thereafter
be exercised by the Employee, to the extent exercisable at the time of
such Retirement, or on such accelerated basis as the Committee may
determine, 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 Employee 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 t
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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 Employee's employment with the Company, an Affiliate or a
Subsidiary terminates by reason of Disability then, notwithstanding the
provisions of Section 2 of this Agreement, the Option may thereafter be
exercised by the Employee, to the extent exercisable at the time of
termination, or on such accelerated basis as the Committee may determine,
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 Employee dies within such
three year period, any unexercised portion of the 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.
(d) If there occurs a Termination of Employment 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
shall terminate, except that the Option, to the extent then exercisable,
or on such accelerated basis as the Committee may determine, may be
exercised for the lesser of one year from the date of such Termination of
Employment or the balance of the term of the Option; provided, however,
that if the Employee 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.
(e) In the event the Employee's Termination of Employment is for
Cause, any unexercised portion of the Option shall expire immediately
upon the giving to the Employee of notice of such Termination of
Employment.
(f) Notwithstanding any language to the contrary set forth in
Section 5(i) of the Plan, for purposes of this Agreement, the term
"Cause" shall mean (i) the conviction of the Employee for committing a
felony under Federal law or the law of the state in which such action
occurred or (ii) the commission by the Employee of an act of fraud or
embezzlement.
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. For
purposes of this Agreement, the reference in Section 5(c) of the Plan to the
percentage of the Common Stock issued pursuant to a public offering shall have
no force or effect. The Notice shall be accompanied by (i) cash, or (ii) that
number of shares of unrestricted Common Stock which have 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) a
request that the Company withhold from the number of shares of Common Stock
otherwise issuable upon exercise of the Option that number of shares having an
aggregate Fair Market Value on the date of exercise equal to the exercise price
for all of the shares of Common Stock subject to such exercise; or (iv) any
combination thereof. The Employee 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 Employee 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. 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, 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.
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5. Delivery of Stock Certificates. The Option shall be deemed to have
been exercised upon receipt by the Company of the Notice accompanied by the
exercise price (the "Exercise Date") and the Employee 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. 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 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 Employee 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 Employee only by the Employee, 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 Employee 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 Employee 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. Nothing contained in this
Agreement shall be construed to be a contract of employment between the Company
and the Employee.
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 8(i) 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 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.
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(1) If to the Company: General Growth Properties, Inc. 55 West Monroe -
Suite 3100
Chicago, Illinois 60603-5060
(2) If to the Employee:
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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.
IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement on the date first above written.
GENERAL GROWTH PROPERTIES, INC.
By:
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Title:
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EMPLOYEE
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