SEC Info - Howard Hughes Corp - ‘10-Q’ for 3/31/19

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Howard Hughes Corp – ‘10-Q’ for 3/31/19 – ‘EX-10.5’

On: Monday, 5/6/19, at 4:07pm ET · For: 3/31/19 · Accession #: 1628280-19-5894 · File #: 1-34856

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

 5/06/19  Howard Hughes Corp                10-Q        3/31/19   90:10M                                    Workiva Inc Wde… FA01/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    875K 
 2: EX-10.1     Material Contract                                   HTML     48K 
 3: EX-10.2     Material Contract                                   HTML     41K 
 4: EX-10.3     Material Contract                                   HTML     47K 
 5: EX-10.4     Material Contract                                   HTML     41K 
 6: EX-10.5     Material Contract                                   HTML     47K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
16: R1          Document and Entity Information                     HTML     50K 
17: R2          Condensed Consolidated Balance Sheets Unaudited     HTML    125K 
18: R3          Condensed Consolidated Balance Sheets Unaudited     HTML     45K 
                (Parenthetical)                                                  
19: R4          Condensed Consolidated Statements of Operations     HTML    138K 
                Unaudited                                                        
20: R5          Condensed Consolidated Statements of Comprehensive  HTML     61K 
                Income Unaudited                                                 
21: R6          Condensed Consolidated Statements of Equity         HTML     86K 
                Unaudited                                                        
22: R7          Condensed Consolidated Statements of Equity         HTML     29K 
                Unaudited (Parenthetical)                                        
23: R8          Condensed Consolidated Statements of Cash Flows     HTML    154K 
                Unaudited                                                        
24: R9          Basis of Presentation and Organization              HTML     38K 
25: R10         Accounting Policies and Pronouncements              HTML     90K 
26: R11         Real Estate and Other Affiliates                    HTML    135K 
27: R12         Impairment                                          HTML     29K 
28: R13         Other Assets and Liabilities                        HTML     82K 
29: R14         Mortgages, Notes and Loans Payable, Net             HTML     56K 
30: R15         Fair Value                                          HTML     98K 
31: R16         Derivative Instruments and Hedging Activities       HTML    126K 
32: R17         Commitments and Contingencies                       HTML     37K 
33: R18         Stock Based Plans                                   HTML     51K 
34: R19         Income Taxes                                        HTML     29K 
35: R20         Warrants                                            HTML     34K 
36: R21         Accumulated Other Comprehensive Loss                HTML     56K 
37: R22         Earnings Per Share                                  HTML     67K 
38: R23         Revenue                                             HTML    100K 
39: R24         Segments                                            HTML    147K 
40: R25         Accounting Policies and Pronouncements (Policies)   HTML     39K 
41: R26         Accounting Policies and Pronouncements (Tables)     HTML     85K 
42: R27         Real Estate and Other Affiliates (Tables)           HTML    120K 
43: R28         Other Assets and Liabilities (Tables)               HTML     79K 
44: R29         Mortgages, Notes and Loans Payable, Net (Tables)    HTML     51K 
45: R30         Fair Value (Tables)                                 HTML     95K 
46: R31         Derivative Instruments and Hedging Activities       HTML    116K 
                (Tables)                                                         
47: R32         Stock Based Plans (Tables)                          HTML     48K 
48: R33         Accumulated Other Comprehensive Loss (Tables)       HTML     57K 
49: R34         Earnings Per Share (Tables)                         HTML     64K 
50: R35         Revenue (Tables)                                    HTML     97K 
51: R36         Segments (Tables)                                   HTML    144K 
52: R37         Basis of Persentation and Organization (Narrative)  HTML     32K 
                (Details)                                                        
53: R38         Accounting Policies and Pronouncements (Narrative)  HTML     36K 
                (Details)                                                        
54: R39         Accounting Policies and Pronouncements (Lease       HTML     30K 
                Assets and Liabilities) (Details)                                
55: R40         Accounting Policies and Pronouncements (Lease       HTML     34K 
                Costs) (Details)                                                 
56: R41         Accounting Policies and Pronouncements (Lease       HTML     44K 
                Liability Maturity) (Details)                                    
57: R42         Accounting Policites and Pronouncements (Cash       HTML     27K 
                Flows) (Details)                                                 
58: R43         Accounting Policies and Pronouncements (Other       HTML     32K 
                Information) (Details)                                           
59: R44         Accounting Policies and Pronouncements Accounting   HTML     43K 
                Policies and Pronouncements (Minimum Rent Payments               
                Received) (Details)                                              
60: R45         Real Estate and Other Affiliates (Summary of        HTML     77K 
                Investments in Real Estate and Other Affiliates)                 
                (Details)                                                        
61: R46         Real Estate and Other Affiliates (Narrative)        HTML     90K 
                (Details)                                                        
62: R47         Real Estate and Other Affiliates (Relevant          HTML     51K 
                Financial Information) (Details)                                 
63: R48         Impairment (Details)                                HTML     28K 
64: R49         Other Assets and Liabilities (Details)              HTML    109K 
65: R50         Mortgages, Notes and Loans Payable, Net (Summary    HTML     53K 
                of Mortgages, Notes and Loans Payable) (Details)                 
66: R51         Mortgages, Notes and Loans Payable, Net             HTML     71K 
                (Narrative) (Details)                                            
67: R52         Fair Value (Assets and Liabilities Measured on a    HTML     41K 
                Recurring Basis) (Details)                                       
68: R53         Fair Value (Assets and Liabilities Not Measured at  HTML     59K 
                Fair Value) (Details)                                            
69: R54         Fair Value (Narrative) (Details)                    HTML     31K 
70: R55         Derivative Instruments and Hedging Activities       HTML     64K 
                (Narrative) (Details)                                            
71: R56         Derivative Instruments and Hedging Activities       HTML     89K 
                (Summary of the Notional Amount and Fair Value of                
                Derivatives) (Details)                                           
72: R57         Derivative Instruments and Hedging Activities       HTML     42K 
                (Impact of Financial Instruments on Statement of                 
                Operations) (Details)                                            
73: R58         Commitments and Contingencies (Details)             HTML     36K 
74: R59         Stock Based Plans (Summary of Stock Option          HTML     51K 
                Activity) (Details)                                              
75: R60         Stock Based Plans (Summary of Restricted Stock      HTML     54K 
                Activity) (Details)                                              
76: R61         Income Taxes (Narrative) (Details)                  HTML     28K 
77: R62         Warrants (Details)                                  HTML     43K 
78: R63         Accumulated Other Comprehensive Loss (Summary of    HTML     51K 
                Changes in Accumulated Other Comprehensive Income)               
                (Details)                                                        
79: R64         Accumulated Other Comprehensive Loss (Summary of    HTML     45K 
                Amounts Reclassified Out of AOCI) (Details)                      
80: R65         Earnings Per Share (Information Related to EPS      HTML     64K 
                Calculation) (Details)                                           
81: R66         Earnings Per Share (Narrative) (Details)            HTML     32K 
82: R67         Revenue (Schedule of Disaggregation of Revenue)     HTML     78K 
                (Details)                                                        
83: R68         Revenue (Schedule of Contract with Customer, Asset  HTML     43K 
                and Liability) (Details)                                         
84: R69         Revenue (Schedule of Remaining Unsatisfied          HTML     39K 
                Performance Obligations) (Details)                               
85: R70         Segments (Summary of Segment Operating Results)     HTML    102K 
                (Details)                                                        
86: R71         Segments (Summary of Assets by Segment and          HTML     41K 
                Reconciliation of Segment Assets to Total Assets)                
                (Details)                                                        
87: R9999       Uncategorized Items - hhc-20190331.xml              HTML     28K 
89: XML         IDEA XML File -- Filing Summary                      XML    163K 
88: EXCEL       IDEA Workbook of Financial Reports                  XLSX     93K 
10: EX-101.INS  XBRL Instance -- hhc-20190331                        XML   2.87M 
12: EX-101.CAL  XBRL Calculations -- hhc-20190331_cal                XML    291K 
13: EX-101.DEF  XBRL Definitions -- hhc-20190331_def                 XML    778K 
14: EX-101.LAB  XBRL Labels -- hhc-20190331_lab                      XML   1.88M 
15: EX-101.PRE  XBRL Presentations -- hhc-20190331_pre               XML   1.12M 
11: EX-101.SCH  XBRL Schema -- hhc-20190331                          XSD    206K 
90: ZIP         XBRL Zipped Folder -- 0001628280-19-005894-xbrl      Zip    269K

‘EX-10.5’ — Material Contract

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

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Exhibit

EXHIBIT 10.5

THE HOWARD HUGHES CORPORATION

RESTRICTED STOCK AGREEMENT

WHEREAS, [INSERT NAME] (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 20, 2019;

WHEREAS, the date of grant is February 20, 2019 (“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, 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. 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) before the vesting of the Performance-based Vesting Component, then 100% of the Performance-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.

Executed in the name and on behalf of the Company, as of the 20^th day of February, 2019.

THE HOWARD HUGHES CORPORATION

By:_______________________________________

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%	$172.56 or below	0%
11.00% to 11.99%	$172.57	30%
12.00% to 12.99%	$180.48	60%
13.00% to 13.99%	$188.68	90%
14.00% to 14.99%	$197.18	120%
15.00%+	205.98+	150%

The Performance-based Vesting Component of the Award shall vest on December 31, 2023, according to the schedule above; provided, that the Company achieves the corresponding cumulative compounded annual total shareholder return (“TSR”) target. $102.41, the volume weighted average share price of the Company for the last 30 trading days of 2018, 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 2023. 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, 2023 the “Stock Price End” was $201.58 (i.e. mid-way between $197.18 and $205.98), 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-Q’ Filing	Date	Other Filings

	12/31/23
Filed on:	5/6/19	8-K
For Period end:	3/31/19
	2/20/19	4
		List all Filings

4 Subsequent Filings that Reference this Filing

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

 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 0001628280-19-005894 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)