Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Separation and Release Agreement with Former Chief Executive Officer
As previously disclosed, on September 17, 2020, Paul Layne retired as Chief
Executive Officer of The Howard Hughes Corporation (the "Company") and
simultaneously agreed to step down from the Company's Board of Directors.
Pursuant to a Separation and Release Agreement entered into on September 25,
2020, attached hereto as Exhibit 10.1, Mr. Layne and the Company mutually agreed
to treat Mr. Layne's departure as a termination without "cause" effective as of
September 17, 2020 under Mr. Layne's employment agreement with the Company, but,
in lieu of the 60-day notice period provided thereunder, the Company will
continue to pay Mr. Layne his base salary and permit Mr. Layne to continue
participating in the Company's employee benefit plans through November 16, 2020
(and credit Mr. Layne through such date for purposes of determining the prorated
target bonus included in his severance package). Accordingly, subject to his
non-revocation of the Separation and Release Agreement, Mr. Layne will be
entitled to receive the separation payments and benefits pursuant to a
termination without "cause" under his employment agreement (with credit through
November 16, 2020 for purposes of calculating the prorated target bonus provided
therein as described above), as described under "Employment Agreements with the
NEOs-Paul Layne-Severance and Change in Control Benefits-Termination without
Cause or for Good Reason" in the Company's definitive proxy statement filed
with the SEC on April 3, 2020 , which description is incorporated by reference
as though fully set forth herein.
The foregoing summary of the Separation and Release Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Separation and Release Agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
10.1 Separation and Release Agreement, by and between Paul Layne and The
Howard Hughes Corporation.
104 Cover Page Interactive Data File. The cover page XBRL tags are embedded
within the inline XBRL document (contained in Exhibit 101)
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