- Current report filing (8-K)
September 10 2010 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of
the Securities Act of 1934
Date
of Report (Date of Earliest Event Reported)
September 8, 2010
General Growth Properties, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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1-11656
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42-1283895
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
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incorporation)
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Number)
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110 N.
Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
(312) 960-5000
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02
DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c) On September 8, 2010, General Growth
Properties, Inc. (the
Company
) entered into Amended and Restated
employment agreements (the
Agreements
) with Adam S. Metz, the Companys
Chief Executive Officer, and Thomas H. Nolan, Jr., the Companys President and
Chief Operating Officer.
The
Agreements are effective as of the earlier of the effective date of the Companys
plan of reorganization and January 1, 2011 (the Effective Date) and
amend and restate the existing employment agreements dated November 2, 2008 as
amended March 6, 2009. The Agreements
have a fixed one-year term (the Term) and provide for a base salary of
$1,500,000 for Mr. Metz and $1,250,000 for Mr. Nolan. In
addition, the Agreements provide that Messrs. Metz and Nolan shall continue to
participate in the 2010 Cash Value Added Incentive Compensation Plan and
commencing with the first fiscal year on or after the Effective Date, are
eligible to participate in the Companys annual bonus plan in effect with a
target bonus opportunity of $3,000,000 and $2,400,000, respectively (the Target
Annual Bonus).
Pursuant
to the Agreements, Messrs. Metz and Nolan will be granted 125,000 and
100,000 shares of restricted common stock, respectively, as of the Effective
Date. The restricted stock will vest in
its entirety on the first anniversary of the grant date.
If
the Company terminates either Mr. Metzs or Mr. Nolans employment
without cause during the Term, then the terminated executive is eligible
(subject to execution of a release in favor of the Company) to receive base
salary through the termination date, a lump sum payment of a pro-rata amount of
such executives Target Annual Bonus, a lump sum payment equal to seventy five
percent of the sum of executives base salary through the end of the Term and
the Target Annual Bonus, vesting of the restricted stock, and continuation of
medical benefits through the eighteen month anniversary of the termination
date.
The
Agreements also provide for a gross-up payment for certain excise taxes under
Section 4999 of the Internal Revenue Code, subject to stated limits in the
Agreements.
The
above description of the Agreements is qualified in its entirety by reference
to the Agreements by and among the Company, GGP Limited Partnership and each of
Messrs. Metz and Nolan, which are attached as exhibits 10.1 and 10.2 hereto and
are hereby incorporated by reference.
2
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
No.
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Description
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10.1
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Employment
Agreement dated as of September 8, 2010 by and among the Company, GGP Limited
Partnership and Adam S. Metz.
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10.2
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Employment
Agreement dated as of September 8, 2010 by and among the Company, GGP Limited
Partnership and Thomas H. Nolan, Jr.
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GENERAL
GROWTH PROPERTIES, INC.
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By:
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/s/
Edmund Hoyt
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Edmund
Hoyt
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Senior
Vice President
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Date: September 10, 2010
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4
EXHIBIT INDEX
Exhibit
Number
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Name
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10.1
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Employment
Agreement dated as of September 8, 2010 by and among the Company, GGP Limited
Partnership and Adam S. Metz.
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10.2
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Employment
Agreement dated as of September 8,
2010 by and among the Company, GGP Limited Partnership and Thomas H. Nolan,
Jr.
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5
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