The Howard Hughes Corporation (HHC) has announced an amendment to the Second Amended and Restated Employment Agreement with David R. O’Reilly, which will be effective as of April 1, 2025. The amendment includes several changes to the original agreement, including the definition of "Good Reason" and the addition of a new section defining "Transaction."
One of the amendments includes an increase in the Executive’s Target LTIP Award Amount, which has been approved by the Compensation Committee, effective as of January 1, 2025. As part of this amendment, the Annual LTIP Award amount has been set at $4,500,000, with the number of shares of Common Stock subject to the award to be determined based on the closing price per share of the Common Stock on a nationally recognized exchange.
Additionally, the definition of "Good Reason" has been revised to include circumstances in which the Executive ceases serving as an executive officer of the Company within twenty-four months after a Change in Control or Transaction, or if there is a material requirement for the Executive to relocate or maintain his Principal Location more than fifty miles from Houston, Texas.
The amendment also includes changes to the timeframe for the Company to cure events described under "Good Reason," with the Company now being given thirty days from its receipt of written notice to cure such events, as opposed to the previous twelve-month timeframe.
Furthermore, the amendment replaces all instances of the words "Change in Control" in the Employment Agreement (other than Sections 5 and 9) with the words "Change in Control or Transaction."
The market has reacted to these announcements by moving the company's shares -4.5% to a price of $67.4. Check out the company's full 8-K submission here.
