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-10.8’

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-10.8’ — Material Contract

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

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Exhibit

Exhibit 10.8

THE HOWARD HUGHES CORPORATION

RESTRICTED STOCK AGREEMENT

WHEREAS, [INSERT NAME] (the “Grantee”) is an employee of The Howard Hughes Corporation (and its subsidiaries, 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 16, 2018;

WHEREAS, the date of grant is February 16, 2018 (“Date of Grant”); and

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 <INSERT AMOUNT> 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, and the applicable provisions of that certain Employment Agreement, dated as of [INSERT DATE] (the “Employment Agreement”), by and between the Company and the Grantee, the Restricted Shares covered by this Agreement shall vest in accordance with the vesting schedule based on the total shareholder return as set forth on Exhibit A (the “Performance-based Vesting Component”).

4. Forfeiture of Awards; Death or Disability. Any and all terms relating to the forfeiture of Awards or the vesting of Awards if the Grantee dies or suffers a Permanent Disability (as defined in the Employment Agreement) are hereby incorporated by reference from the Employment Agreement.

5.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.

6.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.

7.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 or the Employment 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.

8.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.

9.Relation to Plan and Employment Agreement. This Agreement is subject to the terms and conditions of the Plan and the Employment Agreement. 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 or the Employment Agreement. 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.

10.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 16^th day of February, 2018.

THE HOWARD HUGHES CORPORATION

By: /s/ David R. Weinreb

Name: David R. Weinreb

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.

Employee (Grantee)

Date:

EXHIBIT A

PERFORMANCE-BASED VESTING SCHEDULE



Cumulative Compounded Annual Total Shareholder Return	Stock Price End	Vesting %
0.00% to 10.99%	$214.03 or below	0%
11.00% to 11.99%	$214.04	30%
12.00% to 12.99%	$223.86	60%
13.00% to 13.99%	$234.03	90%
14.00% to 14.99%	$244.57	120%
15.00% +	$255.49+	150%

The Performance-based Vesting Component of the Award shall vest on December 31, 2022, according to the schedule above; provided, that the Company achieves the corresponding cumulative compounded annual total shareholder return (“TSR”) target. $127.02, the volume weighted average share price of the Company for the last 30 trading days of 2017, shall be used as the beginning price for the purpose of calculating TSR. The ending price for the purpose of calculating TSR shall be the volume weighted average share price of the Company for the last 30 trading days of 2022. A TSR target is deemed satisfied if the TSR (calculated as described above) meets or exceeds such target. If the “Stock Price End” amount is higher than the threshold “Stock Price End” amount, but less than the “Stock Price End” amount for the next highest threshold, then, in this instance, the percentage of the award that vests shall be interpolated between the two thresholds. For example, if your award was for 1,000 shares and on December 31, 2022 the “Stock Price End” was $250.03 (i.e. mid-way between $244.57 and $255.49), then, in this instance, you would be entitled to 1,350 fully vested shares of HHC Common Stock (135% of 1,000 shares). Share price shall be based on the daily closing price of the Company’s common stock as reported in the consolidated transaction reporting system and shall be rounded to the nearest whole cent.

The Compensation Committee may make adjustments to the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events, including without limitation, stock splits, stock dividends, spinoffs or other similar events, or as a result of changes in applicable laws, regulations or accounting principles, to prevent dilution or enlargement of the benefits or increase in intended benefits or potential intended benefits provided by an Award; provided, that such adjustments shall be consistent with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) with regard to Awards subject to Section 162(m) of the Code.

The term “Award” shall have the meaning set forth in The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan. All other capitalized terms used herein without definition shall have the meanings assigned to them in the Restricted Stock Agreement to which this Exhibit A is attached.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/22
Filed on:	2/27/19	8-K
For Period end:	12/31/18	10-K/A, 4
	2/16/18	4, 8-K
		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.)