Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
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1: 10-Q Quarterly Report HTML 1.57M
2: EX-10.1 Material Contract -- exhibit101 HTML 44K
10: EX-10.10 Material Contract -- exhibit1010 HTML 61K
3: EX-10.2 Material Contract -- exhibit102 HTML 51K
4: EX-10.3 Material Contract -- exhibit103 HTML 44K
5: EX-10.4 Material Contract -- exhibit104 HTML 55K
6: EX-10.5 Material Contract -- exhibit105 HTML 43K
7: EX-10.6 Material Contract -- exhibit106 HTML 44K
8: EX-10.7 Material Contract -- exhibit107 HTML 54K
9: EX-10.8 Material Contract -- exhibit108 HTML 37K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
45: R1 Cover Page HTML 82K
98: R2 Condensed Consolidated Balance Sheets HTML 126K
68: R3 Condensed Consolidated Balance Sheets HTML 48K
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30: R4 Condensed Consolidated Statements of Operations HTML 129K
43: R5 Condensed Consolidated Statements of Comprehensive HTML 58K
(Loss) Income
96: R6 Condensed Consolidated Statements of Comprehensive HTML 36K
(Loss) Income (Parenthetical)
66: R7 Condensed Consolidated Statements of Equity HTML 83K
33: R8 Condensed Consolidated Statements of Equity HTML 36K
Unaudited (Parenthetical)
41: R9 Condensed Consolidated Statements of Cash Flows HTML 165K
93: R10 Basis of Presentation and Organization HTML 58K
82: R11 Accounting Policies and Pronouncements Accounting HTML 91K
Policies and Pronouncements
25: R12 Real Estate and Other Affiliates HTML 148K
59: R13 Recent Transactions HTML 36K
94: R14 Impairment HTML 46K
83: R15 Other Assets and Liabilities HTML 84K
26: R16 Mortgages, Notes and Loans Payable, Net HTML 65K
60: R17 Fair Value HTML 99K
92: R18 Derivative Instruments and Hedging Activities HTML 127K
84: R19 Commitments and Contingencies HTML 46K
31: R20 Stock-Based Plans HTML 56K
44: R21 Income Taxes HTML 31K
95: R22 Warrants HTML 39K
65: R23 Accumulated Other Comprehensive Loss HTML 58K
32: R24 Earnings Per Share HTML 72K
46: R25 Revenues HTML 92K
97: R26 Leases HTML 86K
67: R27 Segments HTML 152K
34: R28 Accounting Policies and Pronouncements Accounting HTML 50K
Policies and Pronouncements (Policies)
42: R29 Basis of Presentation and Organization (Tables) HTML 38K
62: R30 Real Estate and Other Affiliates (Tables) HTML 128K
29: R31 Accounting Policies and Pronouncements (Tables) HTML 72K
81: R32 Other Assets and Liabilities (Tables) HTML 78K
91: R33 Mortgages, Notes and Loans Payable, Net (Tables) HTML 55K
61: R34 Fair Value (Tables) HTML 101K
28: R35 Derivative Instruments and Hedging Activities HTML 116K
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80: R36 Stock-Based Plans (Tables) HTML 54K
90: R37 Accumulated Other Comprehensive Loss (Tables) HTML 60K
63: R38 Earnings Per Share (Tables) HTML 71K
27: R39 Revenues (Tables) HTML 90K
48: R40 Leases (Tables) HTML 85K
37: R41 Segments (Tables) HTML 151K
73: R42 BASIS OF PRESENTATION AND ORGANIZATION Narrative HTML 62K
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104: R43 Basis of Presentation and Organization Basis of HTML 39K
Presentation and Organization (Restructuring Plan
Activities) (Details)
47: R44 Real Estate and Other Affiliates (Summary of HTML 84K
Investments in Real Estate and Other Affiliates)
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36: R45 Accounting Policies and Pronouncements (Summary of HTML 41K
Amortized Costs Basis) (Details)
72: R46 Real Estate and Other Affiliates (Narrative) HTML 110K
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103: R47 Accounting Policies and Pronouncements (Narrative) HTML 34K
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49: R48 Real Estate and Other Affiliates (Relevant HTML 54K
Financial Information) (Details)
35: R49 Accounting Policies and Pronouncements (Allowance HTML 56K
for Credit Losses Activity) (Details)
19: R50 Recent Transactions (Details) HTML 59K
54: R51 Impairment (Details) HTML 47K
88: R52 Other Assets and Liabilities (Details) HTML 137K
78: R53 Mortgages, Notes and Loans Payable, Net (Summary HTML 56K
of Mortgages, Notes and Loans Payable) (Details)
20: R54 Mortgages, Notes and Loans Payable, Net HTML 91K
(Narrative) (Details)
55: R55 Fair Value (Assets and Liabilities Measured on a HTML 40K
Recurring Basis) (Details)
89: R56 Fair Value (Assets and Liabilities Not Measured at HTML 62K
Fair Value) (Details)
79: R57 Fair Value (Assets Measure on a Non-recurring HTML 50K
Basis) (Details)
21: R58 Derivative Instruments and Hedging Activities HTML 65K
(Narrative) (Details)
52: R59 Derivative Instruments and Hedging Activities HTML 95K
(Summary of the Notional Amount and Fair Value of
Derivatives) (Details)
100: R60 Derivative Instruments and Hedging Activities HTML 46K
(Impact of Financial Instruments on Statement of
Operations) (Details)
69: R61 Commitments and Contingencies (Details) HTML 51K
38: R62 Stock-Based Plans (Summary of Stock Option HTML 65K
Activity) (Details)
50: R63 Stock-Based Plans (Summary of Restricted Stock HTML 57K
Activity) (Details)
101: R64 Income Taxes (Narrative) (Details) HTML 31K
70: R65 Warrants (Details) HTML 46K
39: R66 Accumulated Other Comprehensive Loss (Summary of HTML 49K
Changes in Accumulated Other Comprehensive Income)
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51: R67 Accumulated Other Comprehensive Loss (Summary of HTML 48K
Amounts Reclassified Out of AOCI) (Details)
99: R68 Earnings Per Share (Information Related to EPS HTML 65K
Calculation) (Details)
71: R69 Earnings Per Share (Narrative) (Details) HTML 51K
77: R70 Revenues (Schedule of Disaggregation of Revenue) HTML 73K
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86: R71 Revenues (Schedule of Contract with Customer, HTML 36K
Assets and Liabilities) (Details)
58: R72 Revenues (Schedule of Remaining Unsatisfied HTML 43K
Performance Obligations) (Details)
23: R73 Leases (Narrative) (Details) HTML 44K
75: R74 Leases (Assets and Liabilities) (Details) HTML 37K
85: R75 Leases (Lease Costs) (Details) HTML 37K
57: R76 Leases (Lease Liability Maturity) (Details) HTML 48K
22: R77 Leases (Other Information) (Details) HTML 39K
74: R78 Leases (Minimum Rent Payments Received) (Details) HTML 46K
87: R79 Segments (Summary of Segment Operating Results) HTML 113K
(Details)
76: R80 Segments (Summary of Assets by Segment and HTML 44K
Reconciliation of Segment Assets to Total Assets)
(Details)
56: R9999 Uncategorized Items - hhc10-qq12020.htm HTML 29K
40: XML IDEA XML File -- Filing Summary XML 185K
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64: EXCEL IDEA Workbook of Financial Reports XLSX 111K
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16: EX-101.DEF XBRL Definitions -- hhc-20200331_def XML 991K
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‘EX-10.6’ — Material Contract — exhibit106
This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]
THE HOWARD HUGHES CORPORATION
RESTRICTED STOCK AGREEMENT
WHEREAS, Saul Adam Scherl (the “Grantee”) is an employee of The Howard Hughes Corporation (and its successors, the “Company”);
WHEREAS, the grant of Restricted Stock was authorized by the Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) on February 12, 2020;
WHEREAS, pursuant to The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (the “Plan”), and subject to the terms and conditions thereof and the terms and conditions of this agreement (this “Agreement”), the
Company has granted to Grantee as of the Date of Grant the right to receive 2,390 shares of common stock of the Company (the “Restricted Shares”).
NOW, THEREFORE, the Company and Grantee hereby agree as follows:
1.Rights of Grantee. The Restricted Shares subject to this grant shall be fully paid and nonassessable and shall be either: (i) represented by certificates held in custody by the Company until all restrictions
thereon have lapsed, together with a stock power or powers executed by Grantee in whose name such certificates are registered, endorsed in blank and covering such Restricted Shares; or (ii) held at the Company’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such Restricted Shares, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth. Grantee shall have the right to vote the Restricted Shares. Upon vesting of the Restricted Shares hereunder, the Grantee: (x) shall receive cash dividends or cash distributions, if any, paid or made by the Company with respect to common shares after the Date of Grant and prior to the vesting of the Restricted Stock; and (y) shall receive any additional Restricted Shares that Grantee
may become entitled to receive by virtue of a Restricted Share dividend, a merger or reorganization in which the Company is the surviving corporation or any other change in the capital structure of the Company.
2.Restrictions on Transfer of Restricted Shares. The Restricted Shares subject to this grant may not be assigned, exchanged, pledged, sold, transferred or otherwise disposed of by Grantee, except to the Company, until the Restricted Shares have become nonforfeitable in accordance with Sections 3, 4
and 5 hereof. The Grantee’s rights with respect to such purported transfer in violation of the provisions of this Section 2 of this Agreement shall be null and void, and the purported transferee shall obtain no rights with respect to such Restricted Shares.
3.Vesting of Restricted Shares. Subject to the terms and conditions of Sections 4 and 5 of this Agreement, the Restricted Shares covered by this Agreement shall vest ratably over a two-year period (the “Time-based Vesting Component”), with 50% of the Time-based Vesting
Component vesting on each of December 31, 2020; and December 31, 2021.
4.Forfeiture of Awards. The Grantee’s rights to receive the unvested Restricted Shares covered by this Agreement shall be forfeited automatically and without further notice on the date that Grantee ceases to be an employee of the Company or a Subsidiary.
5.Death or Disability. Notwithstanding Sections 3 and
4 of this Agreement, if the Grantee dies or suffers a Permanently Disability (as defined below) prior to the vesting of the entire Time-based Vesting Component, then the entire Time-based Vesting Component shall vest and become nonforfeitable. “Permanent Disability” means, unless otherwise provided by the Compensation Committee (talking into account the requirements of Section 409A of the Code, if applicable), the inability of an employee to perform the material duties of his or her employment by reason of a medically determinable physical or mental impairment that can be expected to result in death or that has lasted or is expected to last for a continuous period of at least twelve (12) months, as determined by a duly licensed physician selected by the Committee.
6.Compliance
with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, that notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue any of the Restricted Shares covered by this Agreement if the issuance thereof would result in violation of any such law.
7.Compliance with Section 409A of the Code. To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income
inclusion provisions of Section 409A(a)(1) of the Code do not apply to Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent. Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986, as amended, and will also include any proposed, temporary or final regulations, or any other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
8.Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect the rights of Grantee under this Agreement without Grantee’s consent; further,
provided, that Grantee’s consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any regulations promulgated thereunder, including as a result of the implementation of any recoupment policy the Company adopts to comply with the requirements set forth in the Dodd-Frank Act.
9.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be
deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
10.Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein or in the plan, have the right to determine any questions which arise in connection with the grant of Restricted Shares.
11.Successors and Assigns.
Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of Grantee, and the successors and assigns of the Company.
12.Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Delaware without giving effect to the principles of conflict of laws thereof.
[Remainder
of Page Intentionally Left Blank, Signature Page to Follow]
Executed in the name and on behalf of the Company, as of the 12th day of February, 2020.
THE HOWARD HUGHES CORPORATION
Title: Chief Executive Officer
The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the right to receive the Restricted Shares or other securities covered hereby, subject to the terms and conditions of the Plan and the terms and conditions herein above set forth.
