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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