SEC Info - Howard Hughes Corp - ‘10-K’ for 12/31/18

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Howard Hughes Corp – ‘10-K’ for 12/31/18 – ‘EX-10.21’

On: Wednesday, 2/27/19, at 5:01pm ET · For: 12/31/18 · Accession #: 1628280-19-2143 · File #: 1-34856

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/19  Howard Hughes Corp                10-K       12/31/18  116:27M                                    Workiva Inc Wde… FA01/FA

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.62M 
 7: EX-10.10    Material Contract                                   HTML     60K 
 8: EX-10.21    Material Contract                                   HTML     44K 
 2: EX-10.5     Material Contract                                   HTML     53K 
 3: EX-10.6     Material Contract                                   HTML     57K 
 4: EX-10.7     Material Contract                                   HTML     48K 
 5: EX-10.8     Material Contract                                   HTML     56K 
 6: EX-10.9     Material Contract                                   HTML     50K 
 9: EX-21.1     Subsidiaries List                                   HTML    154K 
10: EX-23.1     Consent of Experts or Counsel                       HTML     34K 
11: EX-24.1     Power of Attorney                                   HTML     39K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
21: R1          Document and Entity Information                     HTML     61K 
22: R2          Consolidated Balance Sheets                         HTML    123K 
23: R3          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
24: R4          Consolidated Statements of Operations               HTML    141K 
25: R5          Consolidated Statements of Comprehensive Income     HTML     76K 
                (Loss)                                                           
26: R6          Consolidated Statements of Equity                   HTML    138K 
27: R7          Consolidated Statements of Equity (Parenthetical)   HTML     41K 
28: R8          Consolidated Statements of Cash Flows               HTML    218K 
29: R9          Consolidated Statements of Cash Flows               HTML     35K 
                (Parenthetical)                                                  
30: R10         Summary of Significant Accounting Policies          HTML    288K 
31: R11         Real Estate and Other Affiliates                    HTML    185K 
32: R12         Acquisitions and Dispositions                       HTML     58K 
33: R13         Impairment                                          HTML     51K 
34: R14         Other Assets and Liabilities                        HTML     90K 
35: R15         Intangibles                                         HTML    109K 
36: R16         Mortgages, Notes and Loans Payable, Net             HTML    386K 
37: R17         Fair Value                                          HTML    122K 
38: R18         Derivative Instruments and Hedging Activities       HTML    167K 
39: R19         Commitments and Contingencies                       HTML     57K 
40: R20         Stock-Based Plans                                   HTML    182K 
41: R21         Income Taxes                                        HTML    139K 
42: R22         Warrants                                            HTML     51K 
43: R23         Accumulated Other Comprehensive Income (Loss)       HTML     58K 
44: R24         Earnings Per Share                                  HTML     89K 
45: R25         Rentals Under Operating Leases                      HTML     45K 
46: R26         Segments                                            HTML    159K 
47: R27         Quarterly Financial Information (Unaudited)         HTML    100K 
48: R28         Schedule Iii - Real Estate and Accumulated          HTML    555K 
                Depreciation                                                     
49: R29         Summary of Significant Accounting Policies          HTML    328K 
                (Policies)                                                       
50: R30         Summary of Significant Accounting Policies          HTML    188K 
                (Tables)                                                         
51: R31         Real Estate and Other Affiliates (Tables)           HTML    162K 
52: R32         Acquisitions and Dispositions (Tables)              HTML     41K 
53: R33         Impairment (Tables)                                 HTML     47K 
54: R34         Other Assets and Liabilities (Tables)               HTML     89K 
55: R35         Intangibles (Tables)                                HTML    105K 
56: R36         Mortgages, Notes and Loans Payable, Net (Tables)    HTML    332K 
57: R37         Fair Value (Tables)                                 HTML    121K 
58: R38         Derivative Instruments and Hedging Activities       HTML    157K 
                (Tables)                                                         
59: R39         Commitments and Contingencies (Tables)              HTML     49K 
60: R40         Stock-Based Plans (Tables)                          HTML    175K 
61: R41         Income Taxes (Tables)                               HTML    134K 
62: R42         Accumulated Other Comprehensive Income (Loss)       HTML     60K 
                (Tables)                                                         
63: R43         Earnings Per Share (Tables)                         HTML     82K 
64: R44         Rentals Under Operating Leases (Tables)             HTML     42K 
65: R45         Segments (Tables)                                   HTML    158K 
66: R46         Quarterly Financial Information (Unaudited)         HTML    100K 
                (Tables)                                                         
67: R47         Summary of Significant Accounting Policies          HTML    121K 
                (Narrative) (Details)                                            
68: R48         Summary of Significant Accounting Policies          HTML     42K 
                (Summary of Asset Useful Lives, by Type) (Details)               
69: R49         Summary of Significant Accounting Policies          HTML     40K 
                (Summary of Developments by Category) (Details)                  
70: R50         Summary of Significant Accounting Policies          HTML     46K 
                (Summary of Changes in Allowance for Doubtful                    
                Accounts) (Details)                                              
71: R51         Summary of Significant Accounting Policies          HTML    134K 
                (Schedule of Financial Statement Line Items                      
                Affected As Result Of New Revenue Recognition                    
                Standard) (Details)                                              
72: R52         Summary of Significant Accounting Policies          HTML     98K 
                (Schedule of Disaggregation of Revenue) (Details)                
73: R53         Summary of Significant Accounting Policies          HTML     50K 
                (Schedule of Contract with Customer, Asset and                   
                Liability) (Details)                                             
74: R54         Summary of Significant Accounting Policies          HTML     46K 
                (Schedule of Remaining Unsatisfied Performance                   
                Obligations) (Details)                                           
75: R55         Real Estate and Other Affiliates (Summary of        HTML    116K 
                Investments in Real Estate and Other Affiliates)                 
                (Details)                                                        
76: R56         Real Estate and Other Affiliates (Narrative)        HTML    173K 
                (Details)                                                        
77: R57         Real Estate and Other Affiliates (Relevant          HTML     56K 
                Financial Information) (Details)                                 
78: R58         Acquisitions and Dispositions (Narrative)           HTML    183K 
                (Details)                                                        
79: R59         Acquisitions and Dispositions (Acquisitions)        HTML     47K 
                (Details)                                                        
80: R60         Impairment (Details)                                HTML     54K 
81: R61         Other Assets and Liabilities (Details)              HTML    124K 
82: R62         Intangibles (Details)                               HTML     89K 
83: R63         Mortgages, Notes and Loans Payable, Net (Summary    HTML     59K 
                of Mortgages, Notes and Loans Payable) (Details)                 
84: R64         Mortgages, Notes and Loans Payable, Net (Schedule   HTML    335K 
                of Debt by Property) (Details)                                   
85: R65         Mortgages, Notes and Loans Payable, Net             HTML    746K 
                (Narrative) (Details)                                            
86: R66         Mortgages, Notes and Loans Payable, Net             HTML     58K 
                (Contractual Obligations Based on Final Maturity                 
                Dates) (Details)                                                 
87: R67         Fair Value (Assets and Liabilities Measured on a    HTML     55K 
                Recurring Basis) (Details)                                       
88: R68         Fair Value (Reconciliation of Warrants Using Level  HTML     45K 
                3 Inputs) (Details)                                              
89: R69         Fair Value (Assets and Liabilities Measured on a    HTML     67K 
                Nonrecurring Basis) (Details)                                    
90: R70         Derivative Instruments and Hedging Activities       HTML     75K 
                (Narrative) (Details)                                            
91: R71         Derivative Instruments and Hedging Activities       HTML    139K 
                (Summary of the Notional Amount and Fair Value of                
                Derivatives) (Details)                                           
92: R72         Derivative Instruments and Hedging Activities       HTML     48K 
                (Impact of Financial Instruments on Statement of                 
                Operations) (Details)                                            
93: R73         Commitments and Contingencies (Narrative)           HTML     44K 
                (Details)                                                        
94: R74         Commitments and Contingencies (Minimum Rentals      HTML     48K 
                Under Non-Cancelable Operating Leases) (Details)                 
95: R75         Stock-Based Plans (Summary of Stock Option          HTML    184K 
                Activity) (Details)                                              
96: R76         Stock-Based Plans (Summary of Restricted Stock      HTML     78K 
                Activity) (Details)                                              
97: R77         Income Taxes (Narrative) (Details)                  HTML     50K 
98: R78         Income Taxes (Provision for (Benefit from) Income   HTML     42K 
                Taxes) (Details)                                                 
99: R79         Income Taxes (Computation of Income Tax Expense by  HTML     66K 
                Applying Federal Corporate Tax Rate) (Details)                   
100: R80         Income Taxes (Summary of Amounts and Expiration     HTML     45K  
                Dates of Operating Loss and Tax Credit                           
                Carryforwards) (Details)                                         
101: R81         Income Taxes (Summary of Tax Effects and Temporary  HTML     60K  
                Differences Included in Net Deferred Tax                         
                Liabilities) (Details)                                           
102: R82         Income Taxes (Reconciliation of Changes to          HTML     41K  
                Unrecognized Tax Benefits) (Details)                             
103: R83         Warrants (Details)                                  HTML     78K  
104: R84         Accumulated Other Comprehensive Income (Loss)       HTML     66K  
                (Summary of Changes in Accumulated Other                         
                Comprehensive Income) (Details)                                  
105: R85         Accumulated Other Comprehensive Income (Loss)       HTML     46K  
                (Summary of Amounts Reclassified Out of AOCI)                    
                (Details)                                                        
106: R86         Earnings Per Share - (Information Related to EPS    HTML     73K  
                Calculation) (Details)                                           
107: R87         Earnings Per Share - (Narrative) (Details)          HTML     53K  
108: R88         Rentals Under Operating Leases (Details)            HTML     57K  
109: R89         Segments (Summary of Segment Operating Results)     HTML    113K  
                (Details)                                                        
110: R90         Segments (Summary of Assets by Segment and          HTML     46K  
                Reconciliation of Segment Assets to Total Assets)                
                (Details)                                                        
111: R91         Quarterly Financial Information (Unaudited)         HTML     65K  
                (Details)                                                        
112: R92         Schedule Iii - Real Estate and Accumlated           HTML    733K  
                Depreciation (Information by Property) (Details)                 
113: R93         Schedule Iii - Real Estate and Accumulated          HTML     55K  
                Depreciation (Reconciliation of Real Estate and                  
                Accumulated Depreciation) (Details)                              
115: XML         IDEA XML File -- Filing Summary                      XML    212K  
114: EXCEL       IDEA Workbook of Financial Reports                  XLSX    192K  
15: EX-101.INS  XBRL Instance -- hhc-20181231                        XML   8.17M 
17: EX-101.CAL  XBRL Calculations -- hhc-20181231_cal                XML    392K 
18: EX-101.DEF  XBRL Definitions -- hhc-20181231_def                 XML   1.69M 
19: EX-101.LAB  XBRL Labels -- hhc-20181231_lab                      XML   3.48M 
20: EX-101.PRE  XBRL Presentations -- hhc-20181231_pre               XML   2.16M 
16: EX-101.SCH  XBRL Schema -- hhc-20181231                          XSD    385K 
116: ZIP         XBRL Zipped Folder -- 0001628280-19-002143-xbrl      Zip    615K

‘EX-10.21’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.21



Howard Hughes Management Co, LLC New York Office 199 Water Street 28^th Floor New York, NY 10038	T 214-741-7744 david.weinreb@howardhughes.com	David R. Weinreb Chief Executive Officer

February 21, 2019

Dear Saul,

Thank you so much for your contributions thus far to Howard Hughes Management Co., LLC (“HHMC”). We are pleased to be continuing our partnership pursuant to the terms of this letter. Effective in the payroll immediately following the execution of this agreement, the terms of your original job offer will be adjusted per the details below. Your job title will remain President - New York Tri-State Region, and you will continue to report directly to me.

All prior agreements between you and HHMC shall remain in effect, and shall be enforceable in accordance with their terms, except, and to the extent that, the terms of any such agreements are modified per terms of this letter.

The details of the compensation package are as follows:

Compensation:

Your annual compensation will be $600,000, which calculates to $23,076.92, less applicable taxes and withholdings, to be paid on a biweekly basis. If either you or HHMC elects to terminate your employment with HHMC, you shall only be eligible to receive that portion of your compensation which you have actually earned as of the date when your employment is terminated and you shall have no right or claim to receive any future or expectant interest in any additional compensation to which you otherwise may have been entitled as of the date of such termination.

HHMC requests that you treat as confidential and not discuss compensation information, including but not limited to base salary, any applicable bonuses and/or incentives, with any HHMC employee or any individual associated with HHMC in any way, other than your direct manager or the Corporate Human Resources Department.

Incentives:

For the performance year 2018, you will receive a bonus in the amount of $780,000. For each year thereafter, you will be eligible for an annual discretionary bonus at a target amount of $600,000, to be determined by overall company and individual performance goals being achieved, as set forth and agreed upon between you and your direct supervisor.

Annual Long-Term Incentives:

You will continue to be eligible to participate in the annual award program under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan. You will be eligible for an annual award of Restricted Stock at a target of 100% of Base Salary subject to the attainment of certain metrics that will be established at the end of each year for the following year, with a grant date and stock price to be determined by the HHC Compensation Committee. The annual incentive awards vest according to 50% for performance with a 5-year cliff vest and the remaining 50% for time, vesting at 20% per year over a 5-year period. The prevailing terms of this grant of HHC restricted stock will be set forth in The Howard Hughes Corporation Restricted Stock Agreement.

Past Performance One-time Long-Term Incentive:

You will be eligible for a one-time, long-term incentive of restricted stock in the value of $1,150,000, which will be converted to shares based on the closing stock price in conjunction with the approval of the Compensation Committee. This one time award of restricted stock will vest at 20% per year over a 5-year period. This award of restricted stock

will be subject to accelerated vesting if there is a sale or change in control of certain assets of the Company and/or upon your termination from the Company without cause, as more fully described in the applicable restricted stock agreement. The prevailing terms of this award of restricted stock will be set forth in the applicable restricted stock agreement.

Future Performance One-time Long-Term Incentive:

You will be eligible for a one-time, long-term incentive of restricted stock in the value of $1,000,000 that will be granted to you only upon the achievement of one or more performance goals that have been approved by the Compensation Committee. If granted, the $1,000,000 value of the restricted stock will be converted to shares based on the closing stock price on the day that the Compensation Committee approves the award. This one time award of restricted stock, if granted, will vest at 20% per year over a 5-year period. This award of restricted stock will be subject to accelerated vesting if there is a sale or change in control of certain assets of the Company and/or upon your termination from the Company without cause, as more fully described in the applicable restricted stock agreement. The prevailing terms of this award of restricted stock will be set forth in the applicable restricted stock agreement.

As you know, HHMC is an at-will employer. There is no employment contract between you and HHMC. There are no guarantees of future employment, promotion, salary increases, bonuses or location. It should also be understood that HHMC retains the right to revise, amend, delete or in any manner change any and all benefits and benefit related policies.

We are pleased to see you continue your career with HHMC and we look forward to achieving future success together. Please contact me if there is anything further I can do to assist you or if you have any questions.

Sincerely,

/s/ David R. Weinreb

David R. Weinreb

Chief Executive Officer

david.weinreb@howardhughes.com

AGREED AND ACCEPTED ON THIS 21^ST DAY OF FEBRUARY, 2019

BY: /s/ Saul Scherl

(Saul Scherl Signature)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/27/19	8-K
	2/21/19	4
For Period end:	12/31/18	10-K/A, 4
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Howard Hughes Corp.               10-K       12/31/23  121:17M                                    Workiva Inc Wde… FA01/FA
 2/27/24  Howard Hughes Holdings Inc.       10-K       12/31/23  132:20M                                    Workiva Inc Wde… FA01/FA
 2/27/23  Howard Hughes Corp.               10-K       12/31/22  123:21M                                    Workiva Inc Wde… FA01/FA
 2/28/22  Howard Hughes Corp.               10-K       12/31/21  128:24M                                    Workiva Inc Wde… FA01/FA
 2/25/21  Howard Hughes Corp.               10-K       12/31/20  124:25M                                    Workiva Inc Wde… FA01/FA

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Filing Submission 0001628280-19-002143 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)