Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - Brookfield Property REIT Inc. | ggp9301710q.htm |
| EX-10.2 - EXHIBIT 10.2 - Brookfield Property REIT Inc. | ggp9302017ex102.pdf |
| EX-10.1 - EXHIBIT 10.1 - Brookfield Property REIT Inc. | ggp9302017ex101.pdf |
| EX-32.2 - EXHIBIT 32.2 - Brookfield Property REIT Inc. | ggp9302017ex-322.htm |
| EX-32.1 - EXHIBIT 32.1 - Brookfield Property REIT Inc. | ggp9302017ex-321.htm |
| EX-31.2 - EXHIBIT 31.2 - Brookfield Property REIT Inc. | ggp9302017ex-312.htm |
| EX-31.1 - EXHIBIT 31.1 - Brookfield Property REIT Inc. | ggp9302017ex-311.htm |
| EX-10.1 - EXHIBIT 10.1 - Brookfield Property REIT Inc. | ggp9302017ex101.htm |
Date: September 20, 2017
To: Michael B. Berman
From: Sandeep Mathrani
cc: Julie Knudson
Re: Retirement / Separation Arrangement
This memorandum (the “Memorandum”) describes certain arrangements that we have put in place in
connection with your departure from the Company due to retirement or separation.
1. It is expected that you will retire from the Company effective March 1, 2018 (the “Retirement
Date”) and that your employment shall terminate as of same. Because your employment is and
remains entirely at-will, nothing shall preclude the Company from terminating your employment
at any time, with or without Cause. 1 The date of a Company initiated separation, whether with
or without Cause, shall be referred to as the “Separation Date.”
2. Except as stated herein, all forms of compensation, perquisites, and Company sponsored
benefits will end on the earlier of the Retirement Date or the Separation Date.
3. You have agreed to remain available on an as-needed basis to assist with the transition of your
responsibilities for six (6) months after the later of the Retirement Date or the Separation Date.
4. Provided that you (i) do not resign before the Retirement Date and are not terminated for Cause
at any time on or after the date of this Memorandum and (ii) execute and not revoke a full
general release of claims in favor of the Company in the form attached hereto as Exhibit A on
the earlier of your Separation Date or the Retirement Date, the forfeiture provisions applicable
to any non-performance based equity grants awarded to you prior to the date of this
Memorandum—i.e., nonqualified options, restricted stock, Full Value LTIPs (“FV LTIPs”), and
Appreciation Only LTIPs (“AO LTIPs”)—shall be disregarded and the unvested portion of all such
grants shall continue to vest through March 1, 2020 as if you are an employee of Company
through such date. On March 1, 2020, any unvested non-performance based equity shall be
forfeited. You will have three (3) years from the Retirement Date or the date of a not-for-Cause
separation, whichever is earlier, to exercise your vested nonqualified options and AO LTIPs.
1 For purposes of this Memorandum, “Cause” means a material violation of the Company’s behavior standards or
policies; fraud, embezzlement, or theft; failure, neglect of, or refusal to substantially perform the duties of the position; willful
misconduct damaging to the Company, its reputation, business relationships, or customers; intentional violation of any law or
regulation; unauthorized disclosure of any trade secret or confidential information of the Company; or a felony conviction.
Michael B. Berman
Retirement Separation Arrangement
September 20, 2017
Page 2 of 6
5. Per the terms of the applicable agreements, you will forfeit the performance based equity
grants awarded to you on February 18, 2016 and January 3, 2017.
6. You will not receive an equity award in 2018.
7. You will be eligible to participate in the Plan. 2 In all cases, eligibility to participate in the Plan
does not guarantee that you will receive an Annual Award Payment at all or of any specified
amount. Receipt of an Annual Award Payment is based on a combination of your and the
Company's performance, other terms and conditions provided for in the Plan, and Board
approval. As applicable, the Annual Award Payment Date is determined at the Board’s
discretion and takes place no later than March 31 of the year following the Measurement
Period. For the avoidance of doubt, for purposes of the Plan, you will be deemed to be an
employee of the Company on the Annual Award Payment Date.
8. If you resign before the Retirement Date or are terminated for Cause at any time on or after the
date of this Memorandum, any and all vested and unvested portions of any equity grants of any
kind or character awarded to you at any time during your employment, whether prior to, on, or
after the date of this Memorandum, will be treated in accordance with the terms of the
applicable award agreements.
9. In interpreting, construing, or enforcing this Memorandum, you and the Company agree that
the law of the State of Illinois shall control, as you and the Company have a material connection
to the State of Illinois, and application of a single state’s law will permit a uniform and consistent
interpretation of the provisions of this Memorandum to all persons who occupy similar positions
with the Company and are subject to similar agreements. The exclusive venue for litigation of
any disputes arising under this Memorandum shall be the state or federal courts located in
Chicago, Illinois and you hereby consent to the exclusive personal jurisdiction in those courts
over you for such litigation.
10. You agree not to make, cause, direct, or encourage others to make any statements, whether
written or oral, and, without limitation, whether directed to employees, directors, analysts, or
retailers, that are negative, disparaging or defamatory concerning the members of the
Company’s executive committee or the Company’s business or business practices and that in
any way negatively impact or harm the Company’s business, relationships, reputation or
goodwill.
The members of the Company’s executive committee as constituted on the date of this
memorandum each agree not to make, cause, direct, or encourage others to make any
statements, whether written or oral, and, without limitation, whether directed to employees,
directors, analysts, or retailers, that are negative, disparaging or defamatory concerning your
work performance and that in any way negatively impact or harm your professional reputation.
2 Capitalized terms used in this Section 7 have the same meaning as in the Amended and Restated General Growth
Properties, Inc. Incentive Compensation Plan dated May 15, 2014 (the “Plan”).
Michael B. Berman
Retirement Separation Arrangement
September 20, 2017
Page 3 of 6
This mutual promise of non-disparagement is a material term of this Memorandum. In the
event of a breach of this provision by either party, the non-breaching party shall be entitled to
pursue all remedies available in law or equity. Nothing in this paragraph shall prohibit any party
to this Memorandum from responding fully and accurately to any question, inquiry, or request
as may be required by a court order, subpoena, discovery requests, or other lawful process; nor
shall it prohibit any party from testifying in any legal or administrative proceeding if required to
do so.
* * *
This Memorandum does not guarantee your employment for any period of time. Your employment is
and remains strictly at-will.
AGREED AND ACCEPTED ON THIS 20TH DAY
OF SEPTEMBER 2017.
By: /s/ Michael B. Berman
Michael B. Berman
GGPLP REIT SERVICES LLC
By: /s/ Sandeep Mathrani
Sandeep Mathrani
Michael B. Berman
Retirement Separation Arrangement
September 20, 2017
Page 4 of 6
Exhibit A
GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE
In consideration of the mutual promises set forth in the Retirement/Separation Arrangement
Memorandum dated September ___, 2017 (the “Memorandum”), the other good and valuable
consideration set forth therein, and the promises set forth in this General Release of Claims and
Covenant Not to Sue (“Release”), GGPLP REIT Services, LLC (“Employer” and together with its parents,
subsidiaries, and affiliates “the Company”) and Michael Berman (“Employee”) agree as follows:
1. Employee does hereby forever release, discharge, and hold Employer, its assigns, heirs,
legatees, current and former affiliates, parents, subsidiaries, predecessors, successors, directors,
officers, shareholders, employees, attorneys and representatives harmless from any and all claims,
actions, and causes of action, judgments, expenses, fees, attorneys’ fees, costs, damages, losses,
liabilities, any right to payment of any and all wages and benefits (except as provided in Section 4 of the
Memorandum), back pay, any bonus or incentive plan payment (except as provided in Section 7 of the
Memorandum), severance or separation pay; any right to any portion of any non-performance based
equity award that is not vested as of March 1, 2020; any right to the performance based equity awarded
to you on February 18, 2016 and January 3, 2017; any right to receive an equity award for 2018; and
demands of every kind or character which Employee may have had, may now have, or which may
become known to Employee in the future, anticipated or not anticipated, whether or not heretofore
brought before any local, state or federal court or before any local, state or federal agency or other
governmental entity, including without limitation any possible claims which arise or in any way flow
from Employee’s employment by Employer or Employee’s separation of employment. Subject to the
exclusions noted above, Employee acknowledges that Employee is releasing any and all known or
unknown, suspected or unsuspected claims which may exist under any local, state and federal laws
pertaining to unlawful discrimination in all of its forms, including but not limited to age, gender, race,
national origin, religious and disability discrimination or retaliation, wage and hour violations, claims
under the federal Age Discrimination in Employment Act (“ADEA”), the federal Older Workers Benefit
Protection Act, Title VII of the federal Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of
the United States Code, The Immigration Reform and Control Act, the federal Fair Labor Standards Act,
the Employee Retirement Income Security Act, the Family Medical Leave Act, the federal Americans with
Disabilities Act, the federal Equal Pay Act, the Labor Management Relations Act, the Worker Adjustment
and Retraining Notification Act, The Fair Credit Reporting Act, the Illinois Wage Payment and Collection
Act, the Illinois Human Rights Act, Illinois statutory provision regarding retaliation/discrimination for
Michael B. Berman
Retirement Separation Arrangement
September 20, 2017
Page 5 of 6
filing a worker’s compensation claim, Illinois Equal Pay Act, Illinois School Visitation Rights Act, Illinois
AIDS Confidentiality Act, Illinois Right to Privacy in the Workplace Act, Illinois Genetic Information
Privacy Act, Illinois Minimum Wage Law, Illinois One Day Rest in Seven Act, Illinois Health and Safety Act,
Illinois Whistleblower Act, Illinois Victims’ Economic Safety and Security Act, Illinois Worker Adjustment
and Retraining Notification Act, Illinois Criminal Identification Act, the City of Chicago and the Cook
County Human Rights Ordinances, or any other federal, state, or local law, regulation, ordinance or
constitution, as each of them has been amended from time to time, personal injury of every kind and
nature (including but not limited to defamation, libel and slander), wrongful termination in all of its
forms, whether statutory or arising from the common law, and every possible type of claim of any kind
or nature which may exist on the date this document is signed by Employee or which may become
known to Employee in the future which occurred during the term of Employee’s employment and
through the date of signing. This Release does not apply to any claims arising after the date of signing.
Also excluded from this Release is Employee’s right to file a charge with any federal, state, or local
government agency or to participate in any government agency investigation. However, Employee
waives the right to recover money in connection with such charge or investigation and further waives,
releases and discharges any right to any monetary recovery should any federal, state or local
administrative agency or any individual pursue any claims on Employee’s behalf arising out of or related
to Employee’s employment with or separation from employment with Employer. This Release also does
not include any claims based on obligations created by the Memorandum; claims to vested retirement
funds; claims under any policy of insurance; claims that cannot be waived by law, such as claims for
workers’ compensation; and any claim or right to indemnification or advancement pursuant to
Company by-laws and/or Delaware corporate law.
2. Employee covenants not to sue on any claim released herein, except as provided in this
paragraph. A “covenant not to sue” is a promise not to file a lawsuit in court. It differs from the release
of claims contained in paragraph 1 above. Employee agrees, by this covenant not to sue, that Employee
will never sue on any claim covered by the release language in paragraph 1, except that Employee may
bring any claim in court that is not released in this Release, and may bring an action to challenge the
validity of this Release under the ADEA. If Employee sues the Employer in violation of this Release,
Employee shall be liable to the Employer for its reasonable attorneys’ fees and other litigation costs
incurred in defending against such a suit. Alternatively, if Employee sues the Employer in violation of
this Release, Employer can require Employee to return all but $1,000 of the money (and other benefits)
paid to Employee pursuant to the Memorandum. In that event, Employer shall be excused from making
Michael B. Berman
Retirement Separation Arrangement
September 20, 2017
Page 6 of 6
any further payments or continuing any other benefits otherwise owed to Employee under the
Memorandum.
3. Employee, having been advised in writing to consult with an attorney, has twenty-one
(21) days to consider whether to sign this Release.
4. Employee may revoke this Release within seven (7) days of signing it. To revoke the
signed Release, Employee must timely deliver a written revocation to the Employer via electronic mail to
GGPLP REIT Services LLC c/o Julie Knudson, SVP Human Resources: julie.knudson@ggp.com, with a copy
to Rosemary Feit, EVP & General Counsel: rosemary.feit@ggp.com. None of the benefits provided for in
Sections 4 and 7 of the Memorandum shall be due until this revocation period has expired.
Employee:
__________________________________________ Date: ________________
Michael Berman