UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported, on March 31, 2023, the Company notified Peter F. Riley, Senior Executive Vice President and General Counsel of The Howard Hughes Corporation (the “Company”), that his employment was being terminated without cause.
The Company and Mr. Riley are parties to an employment agreement, dated November 6, 2017, as amended on November 13, 2019 (as amended, the “Employment Agreement”). Under the terms of the Employment Agreement, the Company was obligated to provide Mr. Riley with 60 days’ notice prior to the effective date of his termination.
Under the terms of the Employment Agreement, Mr. Riley is entitled to a cash payment for salary and accrued vacation and continued benefits through his last day of employment. Subject to Mr. Riley executing a release, he is entitled to additional compensation as described in the Employment Agreement.
On May 15, 2023, Mr. Riley and the Company entered into a Separation and Release Agreement (the “Separation Agreement”). The Separation Agreement became effective on May 23, 2023. Under the Separation Agreement, Mr. Riley waived the remainder of the 60-day notice period and agreed that his termination date is May 15, 2023. Additionally, as memorialized in the Separation Agreement, Mr. Riley will receive (1) cash severance, including a prorated target bonus for 2023; (2) accelerated vesting of time-based and performance-based equity awards; and (3) $300,000 in satisfaction of the Company’s obligation to repurchase his home and pay relocation costs. Pursuant to the Separation Agreement, Mr. Riley has released the Company and its affiliates from, among other things, all claims he has or may have resulting from his employment with the Company or the termination of his employment. In addition the Company and Mr. Riley have entered into a consulting agreement (the “Consulting Agreement”) pursuant to which Mr. Riley will receive $35,000 per month for six months.
The foregoing description of each of the Employment Agreement, the Separation Agreement and the Consulting Agreement is qualified in its entirety by the full text of those agreements, copies of which are incorporated by reference herein or filed herewith.
Item 7.01 Regulation FD Disclosure
David O’Reilly, the Company’s Chief Executive Officer, commented: “The Company’s leadership has made a difficult decision to go in a different direction with respect to our General Counsel. Peter Riley played a critical role in the growth and success of our Company, providing invaluable expertise and guidance over his years of leadership. Peter always put the best interests of The Howard Hughes Corporation first, for which I remain ever grateful and wish him the best of future success.”
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE HOWARD HUGHES CORPORATION | ||
| By: | /s/ David O’Reilly | |
| David O’Reilly | ||
| Chief Executive Officer | ||
| Date: May 26, 2023 | ||
Exhibit 10.3
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (hereinafter “Release”) is entered into among Peter F. Riley (hereinafter “Executive”) and The Howard Hughes Corporation, a Delaware corporation (the “Company”).
The parties previously entered into an employment agreement dated November 6, 2017 and an amendment thereto on November 19, 2019 (together the “Employment Agreement”), pursuant to which Executive is entitled to certain payments and benefits upon termination of employment subject to the execution and nonrevocation of this Release. On March 31, 2023, the Company provided written notice to Executive of his termination without cause pursuant to Sections 3(d) and 4(a) of the Employment Agreement.
NOW THEREFORE, in consideration of certain payments and benefits under the Employment Agreement, Executive and the Company agree as follows:
1. Waiver of Notice Period. Notwithstanding Section 3(d) of the Employment Agreement, in exchange for the Company’s agreements in paragraphs 3 and 5 of this Release, Executive hereby waives the remainder of the sixty (60) day notice period described therein and elects to resign from the Company effective May 15, 2023 (the “Termination Date”). For purposes of Executive’s Employment Agreement, the Company and Executive agree that the Executive’s resignation shall be treated as a “termination without cause.” Capitalized terms used but not defined in this Release shall have the meanings set forth in the Employment Agreement.
2. Continuation of Salary and Benefits. Notwithstanding the fact that Executive’s date of termination of employment with the Company is on the Termination Date, the Company acknowledges and agrees that, through and including May 30, 2023, the Company shall continue to pay or provide to Executive (i) the Annual Base Salary, paid in accordance with the Company’s normal payroll practices, and (ii) continued participation in the Company’s paid time off and other fringe benefit plans that Executive was participating in immediately prior to the Termination Date in accordance with their respective terms, including all health, medical, and dental insurance plans that Executive was participating in immediately prior to the Termination Date: provided, however, that if the continuation of such insurance coverage is not allowed under the terms of the applicable plan or by the applicable plan provider, or to the extent necessary to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended, the Company may instead provide Executive with a lump sum payment (no later than May 30, 2023) equal to the aggregate COBRA premiums that Executive pays to continue his participation for himself and his dependents in such plans through May 30, 2023. In addition, any and all unreimbursed business expenses will be paid or reimbursed to you in accordance with Section 2(d) of your Employment Agreement. Moreover, regardless of whether or not the Executive signs this Agreement, pursuant to the applicable policy, the Executive will be paid all 315 hours of his accrued, unused Paid Time Off (“PTO”), which amounts to $87,457.92. Finally, the Company will also promptly inform the Newport Group of Executive’s Termination Date and will promptly inform Executive of the date he can expect to receive distribution of the proceeds in his account from the Newport Group.
3. Severance Pay and Benefits. The Company and Executive acknowledge and agree that the following constitutes the severance pay and benefits to which Executive is entitled under Section 4(a) of the Employment Agreement as well as additional pay and benefits that the Company is providing (in addition to the Accrued Benefits and the payments described in paragraph 2 of this Release), subject to Executive’s timely execution, delivery, and nonrevocation of this Release:
|
Employment |
Payment or Benefit |
Amount or |
Payment or Benefit Date |
| 4(a)(ii) | 2023 Pro Rated Target Bonus Payment | $345,205.48 | On or before May 30, 2023; |
| 4(a)(iii) | Cash Severance | $1,417,500 | On or before May 30, 2023; |
| 4(a)(iv) | Accelerated Equity Vesting | Time-based equity awards vest in full | Time-based awards vest as of the Termination Date; |
| N/A |
Accelerated Equity Vesting
|
Performance-based equity awards vest in full | Performance-based awards vest at 100% as of the Termination Date; |
| N/A | Relocation Benefit | $300,000 lump sum payment | In lieu of the Company’s obligation to purchase Executive’s principal residence at 27 N. Fazio Way, Spring, Texas 77389; |
| N/A | Consulting Agreement | 6 month consulting agreement for a total of $210,000 | Paid in equal monthly installments beginning on June 1, 2023; |
In addition, the Company and Executive acknowledge and agree that any Company stock ownership requirements applicable to Executive shall cease to apply. For the avoidance of doubt, there shall be no restrictions after the Termination Date on Executive’s ability to pledge Company stock held by Executive (or sell such stock), and the Company shall reasonably cooperate with Executive to timely respond to any requests from third parties to confirm the foregoing. For the avoidance of doubt, no payments will be owed to Executive until the Effective Date defined in Paragraph 6 below at the earliest.
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4. Withholding. The Company shall withhold from any amounts paid or provided to Executive under this Release such federal, state, local, or non-U.S. taxes as shall be required to be withheld pursuant to any applicable law or regulation.
5. Releases. Executive expressly waives and releases the Company, its affiliates and related entities, parent corporations and subsidiaries, and all current and former directors, administrators, supervisors, managers, agents, officers, partners, stockholders, attorneys, insurers and employees of the Company and its affiliates, related entities, parent corporations and subsidiaries, and their successors and assigns (the “Company Released Entities”), from any and all claims, actions and causes of action, at law or in equity, known or unknown, including, without limitation, those directly or indirectly relating to or connected with Executive’s employment with the Company or termination of such employment, including but not limited to any and all claims under the Texas Labor Code, the Texas Payday Act, the Employee Retirement Income Security Act of 1974, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, as such Acts have been amended, and all other forms of employment discrimination whether under federal, state or local statute or ordinance, wrongful termination, retaliatory discharge, breach of express, implied, or oral contract, interference with contractual relations, defamation, intentional infliction of emotional distress and any other tort or contract claim under common law of any state or for attorneys’ fees, based on any act, transaction, circumstance or event arising up to and including the date of Executive’s execution of this Release; provided, however, that (i) nothing herein shall limit or impede Executive’s right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission, or any similar local, state or federal agency, or to file a claim for unemployment compensation benefits, and/or any causes of action which by law Executive may not legally waive, (ii) Executive does not release the Company Released Entities from any rights and/or claims (a) Executive may have that arise after the date Executive signs this Release, (b) that by law cannot be waived by private agreement, (c) with respect to indemnification, advancement of expenses, reimbursement, or directors and officers insurance liability coverage arising under the charter, bylaws, other organizational documents, and insurance policies of, or maintained by, the Company and its subsidiaries and other affiliates, or (d) to enforce this Release. Executive agrees, however, that if Executive, or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Release, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief awarded in connection therewith. Notwithstanding anything to the contrary in this Release, Executive shall not be prohibited from: (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing confidential information to the extent required by law or legal process or permitted by Section 21F of the Securities Exchange Act of 1934; (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding; or (iv) from seeking and obtaining a whistleblower award from the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Exchange Act or a statutory award for information provided to the SEC. The Company expressly waives and releases Executive from any and all claims, actions and causes of action, at law or in equity, known or unknown, arising prior to the Effective Date; provided, however, the Company does not release Executive from any of the following rights and/or claims: (i) any rights and/or claims the Company may have that arise after the date Executive signs this Release; (ii) any rights and/or claims that by law cannot be waived by private agreement; (iii) any rights and/or claims which are based upon any acts or omissions of Executive that involve fraud or arising out of acts that constitute a violation of criminal laws; (iv) any rights and/or claims to enforce the Employment Agreement in accordance with its terms (including the restrictive covenants set forth in the Employment Agreement), subject to the terms of this Release; or (v) any rights and/or claims to enforce this Release. Notwithstanding the foregoing or any other term or provision hereof, in no event does Executive waive any claims, causes of action, rights, or privileges arising under Federal, state or other securities, corporate, or other laws by virtue of his status as a stockholder or other security holder of the Company.
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6. Effectiveness; Revocation. Executive acknowledges: (a) that Executive has been advised in writing hereby to consult with an attorney before signing this Release, and (b) that Executive has had at least twenty-one (21) days after receipt of this information and Release to consider whether to accept or reject this Release. Executive understands that Executive may sign this Release prior to the end of such twenty-one (21) day period, but is not required to do so. In addition, Executive has seven (7) days after Executive signs this Release to revoke it. Such revocation must be in writing and delivered either by hand or mailed and postmarked within the seven (7) day revocation period. If sent by mail, it is requested that it be sent by certified mail, return receipt requested to the Company, in care of the office of the General Counsel. If Executive revokes this Release as provided herein, it shall be null and void. If Executive does not revoke this Release within seven (7) days after signing it, this Release shall become enforceable and effective on the eighth (8th day after the Executive signs this Release (the “Effective Date”).
7. No Admission. Executive and the Company agree that neither this Release nor the performance hereunder constitutes an admission by the Company or any of its affiliates of any violation of any federal, state or local law, regulation, or common law, or any breach of any contract or any other wrongdoing of any type.
8. Governing Law. This Release shall be construed and enforced pursuant to the laws of the State of Delaware as to substance and procedure, including all questions of conflicts of laws.
9. Entire Agreement. This Release constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter thereof; provided that this Release does not apply to: (a) any claims under employee benefit plans subject to the Employee Retirement Income Security Act of 1974 in accordance with the terms of the applicable employee benefit plan, or any option agreement or other agreement pursuant to which Executive may exercise rights after termination of employment to acquire stock or other equity of the Company, (b) any claim under or based on a breach of this Release or Section 8 of the Employment Agreement after the date that Executive signs this Release; (c) rights or claims that may arise under the Age Discrimination in Employment Act or otherwise after the date that Executive signs this Release; or (d) any right to indemnification or directors and officers liability insurance coverage to which Executive is otherwise entitled in accordance with the Employment Agreement. The captions to each paragraph of this Release are inserted for convenience only, are not part of the provisions hereof and shall have no force or effect.
10. Nondisparagement. Executive shall not, in any manner, directly or indirectly through another person or entity, knowingly make any false or any disparaging or derogatory statements about the Company, any of its Affiliates or any of their employees, officers or directors. The Company, in turn, agrees that it will not make, in any authorized corporate communications to third parties, and it will direct the members of the Board, the Chief Executive Officer and other executive officers of the Company, not to in any manner, directly or indirectly through another person or entity, knowingly make any false or any disparaging or derogatory statements about the Executive; provided, however, that nothing herein shall prevent either party from giving truthful testimony or from otherwise making good faith statements in connection with legal investigations or other proceedings.
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11. Certain Specific Acknowledgments. Executive expressly acknowledges and agrees that, as of and following the date of Executive’s termination of employment with the Company, Executive has no further right to, and the Company shall not pay or provide to Executive, any Company-provided perquisites or fringe benefits (except as expressly provided in paragraph 2 of this Release, or any continuation of benefits required under the Consolidated Omnibus Reconciliation Act of 1985 (commonly known as “COBRA”) at Executive’s sole cost and expense). Executive expressly acknowledges and agrees that no proprietary or confidential information of the Company or its Affiliates (as described in Section 8(b) of the Employment Agreement) shall constitute Executive’s personal property, and that Executive shall return all such proprietary or confidential information to the Company (or, in the case of such information stored on Executive’s electronic devices, delete such information). The Company expressly acknowledges and agrees that Executive shall be entitled to retain the Company owned electronic devices Executive currently uses, subject to removal of any proprietary and confidential information of the Company or its Affiliates (as described in Section 8(b) of the Employment Agreement) from such devices. As of the Termination Date, Executive hereby resigns from all fiduciary positions (including as trustee) and from all other offices and positions he holds with the Company and any of its affiliates.
[Remainder of the Page Intentionally Left Blank]
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12. EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS FULLY READ AND FULLY UNDERSTANDS THIS RELEASE; AND THAT EXECUTIVE ENTERED INTO IT FREELY AND VOLUNTARILY AND WITHOUT COERCION OR PROMISES NOT CONTAINED IN THIS RELEASE.
| EXECUTIVE | ||
| /s/ Peter F. Riley | ||
| Peter F. Riley | ||
| THE HOWARD HUGHES CORPORATION | ||
| By: | /s/ David R. O’Reilly | |
| Name: | David R. O’Reilly | |
| Title: | Chief Executive Officer | |
[Signature Page to Separation and Release Agreement]
Exhibit 10.4
CONSULTING AGREEMENT
This Consulting Agreement, dated as of May 23, 2023 and effective as of June 1, 2023 (this “Agreement”), is made and entered into by and between HOWARD HUGHES MANAGEMENT CO., LLC, a Delaware limited liability company (the “Company”), and PETER F. RILEY (the “Consultant”).
For purposes of this Agreement, the Company and the Consultant may collectively be referred to as “the Parties.”
WHEREAS, the Consultant possesses certain experience and expertise that qualify the Consultant to provide certain services required by the Company and its affiliates.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the Parties hereby agree as follows:
1. Engagement. The Company agrees to engage the Consultant, and the Consultant hereby accepts such engagement, on the terms and conditions set forth herein.
2. Term. The initial term of this Agreement shall commence and be effective as of June 1, 2023 and shall continue until November 30, 2023 (the “Term”).
3. Capacity and Performance.
(a) During the Term, the Consultant shall provide to the Company and its affiliates the services described in Exhibit A, attached hereto and incorporated herein for all purposes (the “Services).
(b) During the Term, the Consultant shall devote the Consultant’s time and reasonable best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Company and its affiliates and to discharge the Consultant’s duties and responsibilities hereunder.
4. Compensation.
(a) Consulting Fee. The Company shall pay the Consultant a consulting fee of $35,000 per calendar month (the “Consulting Fee”). The Company will pay six monthly installments of the Consulting Fee during the Term. These monthly installments will be paid on the following days: June 1, 2023; July 1, 2023; August 1, 2023; September 1, 2023; October 1, 2023; and November 1, 2023.
(b) Business and Travel Expenses. The Company shall pay or reimburse the Consultant for all reasonable, customary and necessary business and travel expenses incurred or paid by the Consultant in the performance of the Consultant’s duties and responsibilities hereunder, subject to maximum limits and other restrictions on such expenses set by the Company and to such reasonable substantiation and documentation as may be specified by the Company from time to time. The Consultant must obtain the Company’s prior written approval of all business and travel expenses prior to incurring such expenses.
5. Independent Contractor.
(a) The Consultant has been engaged by the Company only for the purposes set forth in this Agreement, and the Consultant’s relation to the Company shall be that of an independent contractor in the performance of each and every part of this Agreement and not that of an employee or agent of the Company or any of its affiliates. The Consultant shall not be considered an employee or an agent of the Company or any of its affiliates and he shall not be entitled to participate in any employment benefits available to employees of the Company or its affiliates.
(b) The Consultant shall have no authority to bind the Company or any of its affiliates, and the Consultant shall not have the right or power to enter into any contracts, commitments or agreements of any kind on behalf of the Company or any of its affiliates. Under no circumstances shall the Consultant represent to any third party that the Consultant is, or permit any third party to deal with the Consultant based upon the assumption that the Consultant is, an authorized agent or representative of the Company or any of its affiliates, or an officer, director or employee of the Company or any of its affiliates.
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6. Effect of Termination or Expiration. The provisions of this Section 6 shall apply to any termination or expiration of the Consultant’s engagement.
(a) The Company’s entire obligation to the Consultant under this Agreement shall be payment of the compensation (if any) due to the Consultant through the date of termination or expiration under Section 4 hereof.
(b) Provisions of this Agreement will survive any termination if so provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions, including, without limitation, the obligations of the Consultant under Sections 7 and 8. The Consultant recognizes that no compensation is earned after termination or expiration of this Agreement.
7. Confidential Information. The Consultant hereby acknowledges that, as an advisor of the Company, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its affiliates and their strategic plan and financial operations. The Consultant further recognizes and acknowledges that all confidential information is the exclusive property of the Company and its affiliates, is material and confidential, and is critical to the successful conduct of the business of the Company and its affiliates. Accordingly, the Consultant hereby covenants and agrees that he will use confidential information for the benefit of the Company and its affiliates only and shall not at any time, directly or indirectly, during the term of this Agreement and thereafter divulge, reveal or communicate any confidential information to any person, firm, corporation or entity whatsoever, or use any confidential information for his own benefit or for the benefits of others. Notwithstanding the foregoing, the Consultant shall be authorized to disclose confidential information (i) as may be required by law or legal process after providing the Company with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), or (ii) with the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, the Consultant shall not be prohibited from : (i) filing and, as provided for under Section 21F of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) maintaining the confidentiality of a claim with a government agency that is responsible for enforcing a law; (ii) providing confidential information to the extent required by law or legal process or permitted by Section 21F of the Exchange Act; (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding; or (iv) receiving an award for information provided to any government agency that is responsible for enforcing the law.
8. Enforcement of Covenants. The Consultant acknowledges that the Consultant has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed upon the Consultant pursuant to Sections 7 and 8 hereof. The Consultant agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area. The Consultant further acknowledges that, were the Consultant to breach any of the covenants contained in Sections 7 or 8 hereof, the damage to the Company and its affiliates would be irreparable. The Consultant therefore agrees that the Company, in addition to any other remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach by the Consultant of any of said covenants, without having to post a bond. The Parties further agree that, in the event that any provision of Sections 7 or 8 hereof shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.
9. Insurance. The Consultant is solely responsible for procuring and maintaining worker’s compensation insurance and public liability insurance policies covering Consultant’s performance of the Services. The Consultant hereby agrees to waive all rights of subrogation in favor of the Company, and, further, the Consultant agrees its own insurance, whether required herein or not, shall be primary and non-contributory to any other insurance available to the Company and all of the Company’s affiliates, officers, directors, shareholders, employees and agents. Consultant is not an employee of Company for workers’ compensation purposes and is not entitled to workers’ compensation benefits under their policy coverage. Consultant waives any and all rights to file any claims against said employer in the event an accident should occur while performing Services for the Company on Company’s property or elsewhere.
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10. No Conflicting Agreements. The Consultant hereby represents and warrants that the execution of this Agreement and the performance of the Consultant’s obligations hereunder will not breach or be in conflict with any other agreement to which the Consultant is a party or is bound and that the Consultant is not now subject to any covenants against competition or similar covenants or any court order or other legal obligation that would affect the performance of the Consultant’s obligations hereunder.
11. Taxes and Withholding. The Consultant shall be responsible for paying any taxes imposed on the Consulting Fee or other amounts paid or payable to the Consultant hereunder; provided, however, that all payments made by the Company to the Consultant under this Agreement may be reduced by any tax or other amounts required to be withheld by the Company under applicable law in the sole discretion of the Company.
12. Assignment. Neither the Company nor the Consultant may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other. This Agreement shall inure to the benefit of and be binding upon the Company and the Consultant, and their respective successors and permitted assigns.
13. Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
14. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require the performance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.
15. Notices. Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, with respect to notices delivered personally, or upon confirmed receipt when delivered by facsimile or deposited with a reputable, nationally/internationally recognized overnight courier service, and addressed to the Consultant at 27 N. Fazio Way, Spring, TX 77389, or, in the case of the Company at the following address: The Howard Hughes Corporation, 9950 Woodloch Forest Dr., Suite 1100, The Woodlands, TX 77380, Attention: Hope VonBorkenhagen, or to such other address as either party may specify by notice to the other actually received.
16. Entire Agreement. This Agreement constitutes and contains the entire agreement between the Parties and supersedes all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Consultant’s engagement by the Company.
17. Amendment. This Agreement may be amended or modified only by a written instrument signed by the Consultant and the Company.
18. Headings. The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of this Agreement.
19. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
20. Governing Law. This Agreement, the rights of the parties, and all claims, actions, causes of action, suits, litigation, controversies, hearings, charges, complaints or proceedings arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
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21. Disputes. All disputes directly or indirectly arising under or relating to the engagement of the Consultant or the provisions of this Agreement shall be settled by final and binding arbitration under the rules of the American Arbitration Association (“AAA) then in effect, sch arbitration shall be held in Dallas, Texas, as the sole and exclusive remedy of the parties. The arbitration shall be heard by one (1) AAA arbitrator who shall be selected by AAA. The arbitrator shall have the authority to order expedited discovery and shall set a hearing within ninety (90) days following the arbitrator’s appointment as arbitrator by the AAA. The arbitrator shall render an award and decision not later than thirty (30) days following the closing of arbitration hearing. Judgment on any arbitration award may be entered in any court of competent jurisdiction. The prevailing party in any arbitration hearing shall also be entitled to recover his/its costs and attorneys’ fees.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the date first above written.
| CONSULTANT: | COMPANY: | ||
| HOWARD HUGHES MANAGEMENT CO., LLC | |||
| /s/ Peter F. Riley | By: | /s/ David O’Reilly | |
| Peter F. Riley | Name: | David O’Reilly | |
| Title: | Chief Executive Officer | ||
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EXHIBIT A
SERVICES
Consultant shall perform and provide consulting services as directed by the Company’s Legal Department on matters for which the Consultant previously provided or managed as an executive officer of the Company.
SCHEDULE OF SERVICES
The time schedule for the proposed services shall be as mutually agreed upon by the Company and Consultant. Consultant will be available up to a maximum of 15 hours per week to render Services under this Agreement. Unless otherwise specifically requested by the Company, the services to be performed by the Consultant will be performed remotely by telephone or teleconference.
ADDITIONAL SERVICES
Consultant shall not perform any additional services without written approval of the Company.
Additional services that are not part of this Agreement may be requested by the Company and shall be described in an amendment of this Agreement between the Consultant and the Company.
REIMBURSABLE EXPENSES
Expenses shall be paid by Company only if Company approves in writing such expenses prior to their being incurred.
Exhibit A
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