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AMENDMENT TO EMPLOYMENT
AGREEMENT
This AMENDMENT
(“ Amendment ”) to the Employment Agreement,
effective as of October 26, 2008 (the “ Employment
Agreement ”) is made and effective as of March 6, 2009,
by and among General Growth Properties, Inc., a Delaware,
corporation (the “ Company ”), GGP Limited
Partnership, a Delaware limited partnership (the “
Partnership ”), and Adam S. Metz (the “
Executive ”). Any capitalized term used but not
defined herein shall have the meaning ascribed thereto in the
Employment Agreement, except as otherwise provided.
WHEREAS , the Company and the Executive entered into the
Employment Agreement effective as of October 26, 2008;
and
WHEREAS , the parties hereby desire to amend the Employment
Agreement in accordance with Section 11 of the Employment
Agreement;
NOW, THEREFORE , in consideration of the mutual
representations, warranties and covenants herein contained and in
the Employment Agreement, and intending to be legally bound hereby,
the parties hereto agree that the Employment Agreement is hereby
amended as follows:
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1.
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Section 1
is hereby deleted in its
entirety and is replaced with the following:
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1.
Employment Period . The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to work in the employ of
the Company, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on
December 31, 2010 (the “Employment
Period”).
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2.
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The
first sentence of Section 2(a)(i) is hereby amended to
remove the word “interim” such that the first sentence
shall read as follows:
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(i)
During the Employment Period, the Executive shall serve as Chief
Executive Officer of the Company and of the Partnership, with the
appropriate authority, duties and responsibilities attendant to
such position and other duties that may be reasonably assigned by
the Company’s Board of Directors (the “ Board
”).
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3.
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Section 2(b)(ii)
is hereby deleted in its
entirety and is replaced with the following:
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