Exhibit 10.3.e.iEMPLOYMENT AGREEMENT     AGREEMENT made as of this 1st day of August, 2003, by and among Cedar ShoppingCenters, Inc., a Maryland corporation (the “Corporation”), Cedar Shopping Centers Partnership,L.P., a Delaware limited partnership (the “Partnership”), and Nancy Mozzachio (the “Executive”).     1.     Position and Responsibilities.               1.1     The Executive shall serve in an executive capacity as Director of Retail Leasing of boththe Corporation and the Partnership with duties consistent therewith and shall perform such otherfunctions and undertake such other responsibilities as are customarily associated with suchcapacity. The Executive shall also hold such directorships and officerships in the Corporation,the Partnership and any of their subsidiaries to which, from time to time, the Executive may beelected or appointed during the term of this Agreement.               1.2     The Executive shall devote Executive’s full business time and skill to the business andaffairs of the Corporation and the Partnership and to the promotion of their interests.     2.     Term of Employment.               2.1     The term of employment shall be two years, commencing with the date hereof, unless soonerterminated as provided in this Agreement.               2.2     Notwithstanding the provisions of Section 2.1 hereof, each of the Corporation and thePartnership shall have the right, on written notice to the Executive, to terminate the Executive’semployment for Cause (as defined in Section 2.3), such termination to be effective as of the dateon which notice is given or as of such later date otherwise specified in the notice and, upon suchtermination of employment for Cause, Executive shall not be entitled to receive any additionalcompensation hereunder. The Executive shall have the right, on written notice to the Corporationand the Partnership, to terminate the Executive’s employment for Good Reason (as defined in Section2.4), such termination to be effective as of the date on which notice is given or as of such laterdate otherwise specified in the notice; provided, however, the Executive’s right to terminateExecutive’s employment shall lapse 60 days after the occurrence of any of the events specified inclauses (iii) or (iv) of the definition of Good Reason.               2.3     For purposes of this Agreement, the term “Cause” shall mean any of the following actionsby the Executive: (a) failure to comply with any of the material terms of this Agreement, whichshall not be cured within 10 days after written notice, or if the same is not of a nature that itcan be completely cured within such 10 day period, if Executive shall have failed to commence tocure the same within such 10 day period and shall have failed to pursue the cure of the samediligently thereafter; (b) engagement in gross misconduct injurious to the business or reputationof the Corporation or the Partnership; (c) knowing and willful neglect or refusal to attend to thematerial duties assigned to the Executive by the Board of Directors of the Corporation, which shallnot be cured within 10 days after written notice; (d) intentional misappropriation of property ofthe Corporation or the Partnership to the Executive’s own use; (e) the commission by the Executiveof an act of fraud or embezzlement; (f) Executive’s conviction for a felony; (g) Executive’sengaging in any activity which is prohibited pursuant to Section 5 of this Agreement, which shallnot be cured within 10 days after written notice.
 

 
               2.4     For purposes of this Agreement, the term “Good Reason” shall mean any of the following:(i) a material breach of this Agreement by the Corporation or the Partnership which shall not becured within 10 days after written notice; (ii) a material reduction in the Executive’s duties orresponsibilities; (iii) the relocation of the Executive’s office or the Corporation’s orPartnership’s executive offices to a location more than 30 miles from New York City; or (iv) a“Change in Control”, as defined below. As used herein, a “Change in Control” shall be deemed tooccur if: (i) there shall be consummated (x) any consolidation or merger of the Corporation or thePartnership in which the Corporation or the Partnership is not the continuing or survivingcorporation or pursuant to which the stock of the Corporation or the units of the Partnership wouldbe converted into cash, securities or other property, other than a merger or consolidation of theCorporation or Partnership in which the holders of the Corporation’s stock immediately prior to themerger or consolidation hold more than fifty percent (50%) of the stock or other forms of equity ofthe surviving corporation immediately after the merger, or (y) any sale, lease, exchange or othertransfer (in one transaction or series of related transactions) of all, or substantially all, theassets of the Corporation or the Partnership; (ii) the Board approves any plan or proposal forliquidation or dissolution of the Corporation or the Partnership; or (iii) any person, other thanCedar Bay Company or an affiliated entity, acquires more than 29% of the issued and outstandingcommon stock of the Corporation.     3.     Compensation.               3.1     The Partnership shall pay to the Executive for the services to be rendered by theExecutive hereunder to the Corporation and the Partnership a base salary at the rate of $135,000per annum. The base salary shall be payable in accordance with the Corporation’s or Partnership’snormal payroll practices, but not less frequently than twice a month. Such base salary will bereviewed at least annually and may be increased (but not decreased) by the Board of Directors ofthe Corporation in its sole discretion. In addition to such amounts, Executive shall be entitledto such amounts as shall exceed Executive’s base salary, determined as of the end of the6th and 12th month of Executive’s employment commencing as of the first dayof the month following the commencement date of Executive’s employment pursuant to the matrixattached hereto as Exhibit A, which amounts shall be payable within thirty (30) days after suchdetermination dates provided, however, that such payments under the matrix shall be limited to$180,000 as a matter of right to the Executive and thereafter shall be discretionary by theCorporation or Partnership, but in consultation with the Executive. The Board of Directors of theCorporation in its sole discretion may grant to the Executive an additional bonus to be paid by theCorporation or Partnership, at any time and from time to time.               3.2     The Executive shall be entitled to participate in, and receive benefits from, on the basiscomparable to other senior executives, any insurance, medical, disability, or other employeebenefit plan of the Corporation, the Partnership or any of their subsidiaries which may be ineffect at any time during the course of Executive’s employment by the Corporation and thePartnership and which shall be generally available to senior executives of the Corporation, thePartnership or any of their subsidiaries.               3.3     The Partnership agrees to reimburse the Executive for all reasonable and necessarybusiness expenses incurred by the Executive on behalf of the Corporation or the Partnership in thecourse of Executive’s duties hereunder upon the presentation by the
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Executive of appropriate vouchers therefor, including continuing education, professionallicenses and organizations and conferences approved by the CEO.               3.4     The Executive shall be entitled each year of this Agreement to a paid vacation inaccordance with the Corporation’s or Partnership’s policies but not less than 4 weeks plus personaland floating holidays (and a ratable number of sick days), which if not taken during such year willbe forfeited (unless management requests a postponement).               3.5     In recognition of Executive’s need for an automobile for business purposes, theCorporation or the Partnership will reimburse the Executive for Executive’s use of an automobile,including lease payments, if any, and all related costs, including maintenance, gasoline andinsurance; provided, however, that such amount shall not exceed $500.00 a month. Insurance,maintenance and gas for business use is additional.               3.6     If, during the period of employment hereunder, because of illness or other incapacity, theExecutive shall fail for a period of 90 consecutive days, or for shorter periods aggregating morethan six months during the term of this Agreement, to render the services contemplated hereunder,then the Corporation or the Partnership, at either of their options, may terminate the term ofemployment hereunder by notice from the Corporation or the Partnership, as the case may be, to theExecutive, effective on the giving of such notice. During any period of disability of Executiveduring the term hereof, the Corporation shall continue to pay to Executive the salary and bonus towhich the Executive is entitled pursuant to Section 3.1 hereof.               3.7     In the event of the death of the Executive during the term hereof, the employmenthereunder shall terminate on the date of death of the Executive.               3.8     Each of the Corporation and the Partnership shall have the right to obtain for theirrespective benefits an appropriate life insurance policy on the life of the Executive, naming theCorporation or the Partnership as the beneficiary. If requested by the Corporation or thePartnership, the Executive agrees to cooperate with the Corporation or the Partnership, as the casemay be, in obtaining such policy.     4.     Severance Compensation Upon Termination of Employment.               4.1     If the Executive’s employment with the Corporation or the Partnership shall be terminated(a) by the Corporation or Partnership other than for Cause or pursuant to Sections 3.6 or 3.7, or(b) by the Executive for Good Reason, then the Corporation and the Partnership shall:                    (i)     pay to the Executive as severance pay, within five days after termination, a lumpsum payment equal to 50% of the sum of the Executive’s annual salary at the rate applicableon the date of termination and the average of the Executive’s annual bonus for the precedingtwo full fiscal years if such termination takes place during the first 12 months of theExecutive’s employment; 100% if during the second 12 months of employment, and 150%thereafter; provided, however, that if the severance payment under this Section 4.1, eitheralone or together with other payments which the Executive has the right to receive from theCorporation would not be deductible (in whole or in part) by the Corporation as a result ofsuch payment constituting a “parachute payment” (as defined in Section 280G of the InternalRevenue Code of 1986, as amended (the “Code”)), such severance payment shall be reduced tothe largest amount as will result in no portion of the severance payment under this Section4.1 not being fully deductible by the Corporation as a result of Section 280G of
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the Code. The determination of any reduction in the severance payment under thisSection 4.1 pursuant to the foregoing proviso shall be made exclusively by the Corporation’sindependent accountants (whose fees and expenses shall be borne by the Corporation), andsuch determination shall be conclusive and binding;               (ii)     arrange to provide Executive, for a 12 month period (or such shorter period asExecutive may elect), with disability, accident and health insurance substantially similarto those insurance benefits which Executive is receiving immediately prior to the earlier ofa Change in Control, if any, or the date of termination to the extent obtainable uponreasonable terms; provided, however, if it is not so obtainable the Corporation shall pay tothe Executive in cash the annual amount paid by the Corporation or the Partnership for suchbenefits during the previous year of the Executive’s employment. Benefits otherwisereceivable by Executive pursuant to this Section 4.1(ii) shall be reduced to the extentcomparable benefits are actually received by the Executive during such 12 month periodfollowing his termination (or such shorter period elected by the Executive), and any suchbenefits actually received by Executive shall be reported by the Executive to theCorporation; and               (iii)     any options granted to Executive to acquire common stock of the Corporation whichhave not vested shall immediately vest on such termination.          4.2     (a)     The Executive shall not be required to mitigate damages or the amount of any paymentprovided for under this Agreement by seeking other employment or otherwise, nor, except to theextent provided in Section 4.1 above, shall the amount of any payment provided for under thisAgreement be reduced by any compensation earned by the Executive as a result of employment byanother employer or by insurance benefits after the date of termination, or otherwise.(b)     The provisions of this Agreement, and any payment provided for hereunder, shall not reduceany amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rightswhich would accrue solely as a result of the passage of time, under any benefit plan of theCorporation or Partnership, or other contract, plan or arrangement.     5.     Other Activities During Employment.               5.1     The Executive shall not during the term of this Agreement undertake or engage in any otheremployment, occupation or business enterprise. Subject to compliance with the provisions of thisAgreement, the Executive may engage in reasonable activities with respect to personal investmentsof the Executive.               5.2     During the term of this Agreement, without the prior approval of the Board of Directors,neither the Executive nor any entity in which he may be interested as a partner, trustee, director,officer, employee, shareholder, option holder, lender of money or guarantor, shall be engageddirectly or indirectly in any real estate development, leasing, marketing or management activitiesother than through the Corporation and the Partnership, except for activities existing on the dateof this Agreement which have been disclosed to the Corporation; provided, however, that theforegoing shall not be deemed to (a) prohibit the Executive from being on the Board of Directors ofanother entity if approved in writing by the Compensation Committee of the Board, which approvalshall not be unreasonably withheld, (b) prevent the Executive from investing in securities if suchclass of securities in which the
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investment is so made is listed on a national securities exchange or is issued by a companyregistered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investmentholdings do not, in the aggregate, constitute more than 1% of the voting stock of any company’ssecurities or (c) prohibit passive investments, subject to any limitations contained insubparagraph (b) above.               5.3     The Executive shall not at any time during this Agreement or after the termination hereofdirectly or indirectly divulge, furnish, use, publish or make accessible to any person or entityany Confidential Information (as hereinafter defined), except pursuant to subpoena, court order orapplicable law. Any records of Confidential Information prepared by the Executive or which comeinto Executive’s possession during this Agreement are and remain the property of the Corporation orthe Partnership, as the case may be, and upon termination of Executive’s employment all suchrecords and copies thereof shall be either left with or returned to the Corporation or thePartnership, as the case may be.               5.4     The term “Confidential Information” shall mean information disclosed to the Executive orknown, learned, created or observed by Executive as a consequence of or through employment by theCorporation and the Partnership, not generally known in or otherwise available to the relevanttrade or industry, about the Corporation’s or the Partnership’s business activities, services andprocesses, including but not limited to information concerning advertising, sales promotion,publicity, sales data, research, copy, leasing, other printed matter, artwork, photographs,reproductions, layout, finances, accounting, methods, processes, business plans, contractors,lessee and supplier lists and records, potential lessee and supplier lists, and contractor, lesseeor supplier billing.     6.     Post-Employment Activities.               6.1     During the term of employment hereunder, and for a period of one year after termination ofemployment, regardless of the reason for such termination other than by the Corporation orPartnership without Cause or by the Executive for Good Reason, the Executive shall not directly orindirectly become employed by, act as a consultant to, or otherwise render any services to anyperson, corporation, partnership or other entity which is engaged in, or about to become engagedin, the retail shopping center business or any other business which is competitive with thebusiness of the Corporation, the Partnership or any of their subsidiaries nor shall Executive useExecutive’s talents to make any such business competitive with the business of the Corporation, thePartnership or any of their subsidiaries. For the purpose of this Section, a retail shoppingcenter business or other business shall be deemed to be competitive if it involves the ownership,operation, leasing or management of any retail shopping centers which draw from the same relatedtrade area, which is deemed to be within a radius of five miles from the location of (a) any thenexisting shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b)any proposed centers for which the site is owned or under contract, is under construction or isactively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in abusiness if Executive participates therein as a director, officer, stockholder, employee, agent,consultant, manager, salesman, partner or individual proprietor, or as an investor who has madeadvances or loans, contributions to capital or expenditures for the purchase of stock, or in anycapacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to preventthe Executive from investing in securities if such class of securities in which the investment isso made is listed on a national securities exchange or is issued by a company registered underSection 12(g) of the
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Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate,constitute more than 1% of the voting stock of any company’s securities.               6.2     The Executive acknowledges that Executive has been employed for Executive’s specialtalents and that Executive’s leaving the employ of the Corporation and the Partnership wouldseriously hamper the business of the Corporation and the Partnership. The Executive agrees thatthe Corporation and the Partnership shall each be entitled to injunctive relief, in addition to allremedies permitted by law, to enforce the provisions of Sections 5 and 6 hereof. The Executivefurther acknowledges that Executive’s training, experience and technical skills are of such breadththat they can be employed to advantage in other areas which are not competitive with the presentbusiness of the Corporation and the Partnership and consequently the foregoing obligation will notunreasonably impair Executive’s ability to engage in business activity after the termination ofExecutive’s present employment.               6.3     The Executive will not, during the period of one year after termination of employment,regardless of the reason for such termination, hire or offer to hire or entice away or in any othermanner persuade or attempt to persuade, either in Executive’s individual capacity or as agent foranother, any of the Corporation’s, the Partnership’s or any of their subsidiaries’ officers,employees or agents to discontinue their relationship with the Corporation, the Partnership or anyof their subsidiaries nor divert or attempt to divert from the Corporation, the Partnership or anyof their subsidiaries any business whatsoever by influencing or attempting to influence anycontractor, lessee or supplier of the Corporation, the Partnership or any of their subsidiaries.          7.     Assignment. This Agreement shall inure to the benefit of and be binding upon theCorporation, the Partnership and their successors and assigns, and upon the Executive andExecutive’s heirs, executors, administrators and legal representatives. The Corporation and thePartnership will require any successor or assign to all or substantially all of their business orassets to assume and perform this Agreement in the same manner and to the same extent that theCorporation and the Partnership would be required to perform if no such succession or assignmenthad taken place. This Agreement shall not be assignable by the Executive.          8.     No Third Party Beneficiaries. This Agreement does not create, and shall not beconstrued as creating, any rights enforceable by any person not a party to this Agreement, exceptas provided in Section 7 hereof.          9.     Headings. The headings of the sections hereof are inserted for convenience onlyand shall not be deemed to constitute a part hereof nor to affect the meaning thereof.          10.     Interpretation. In case any one or more of the provisions contained in thisAgreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any other provisions of thisAgreement, and this Agreement shall be construed as if such invalid, illegal or unenforceableprovisions had never been contained herein. If, moreover, any one or more of the provisionscontained in this Agreement shall for any reason be held to be excessively broad as to duration,geographical scope, activity or subject, it shall be construed by limiting and reducing it, so asto be enforceable to the extent compatible with the applicable law as it shall then appear.          11.     Notices. All notices under this Agreement shall be in writing and shall be deemedto have been given at the time when mailed by registered or certified mail, addressed to theaddress below stated of the party to which notice is given, or to such changed address as suchparty may have fixed by notice:
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        To the Corporation or the Partnership:    Cedar Shopping Centers, Inc.  44 South Bayles Avenue  Port Washington, NY 11050  Attn: PresidentTo the Executive:    Ms. Nancy Mozzachio  18 Quail Drive  Sewell, NJ 08080provided, however, that any notice of change of address shall be effective only upon receipt.          12. Waivers. If either party should waive any breach of any provision of thisAgreement, he or it shall not thereby be deemed to have waived any preceding or succeeding breachof the same or any other provision of this Agreement.          13. Complete Agreement; Amendments. The foregoing is the entire agreement of theparties with respect to the subject matter hereof and may not be amended, supplemented, cancelledor discharged except by written instrument executed by both parties hereto.          14. Governing Law. This Agreement is to be governed by and construed in accordancewith the laws of the State of New York without giving effect to principles of conflicts of law.          15. Counterparts. This Agreement may be executed in counterparts, all of whichtogether shall constitute one agreement binding on all of the parties hereto, notwithstanding thatall such parties are not signatories to the same counterpart.          16. Arbitration. Mindful of the high cost of litigation, not only in dollars but timeand energy as well, the parties intend to and do hereby establish a quick, final and bindingout-of-court dispute resolution procedure to be followed in the unlikely event any controversyshould arise out of or concerning the performance of this Agreement. Accordingly, the parties dohereby covenant and agree that any controversy, dispute or claim of whatever nature arising out of,in connection with or in relation to the interpretation, performance or breach of this Agreement,including any claim based on contract, tort or statute, shall be settled, at the request of anyparty to this Agreement, through arbitration by a dispute resolution process administered by JAMSor any other mutually agreed upon arbitration firm involving final and binding arbitrationconducted at a location determined by the arbitrator in New York City administered by and inaccordance with the then existing rules of practice and procedure of such arbitration firm andjudgment upon any award rendered by the arbitrator may be entered by any state or federal courthaving jurisdiction thereof; provided, however, that the Corporation and the Partnership shall beentitled to seek judicial relief to enforce the provisions of Sections 5 and 6 of this Agreement.          17. Indemnification. During this Agreement and thereafter, the Corporation and thePartnership shall indemnify the Executive to the fullest extent permitted by law against any
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judgments, fine, amounts paid in settlement and reasonable expenses (including attorneys’fees) in connection with any claim, action or proceeding (whether civil or criminal) against theExecutive as a result of the Executive serving as an officer or director of the Corporation or thePartnership, in or with regard to any other entity, employee benefit plan or enterprise (other thanarising out of the Executive’s act of willful misconduct, gross negligence, misappropriation offunds, fraud or breach of this Agreement). This indemnification shall be in addition to, and notin lieu of, any other indemnification the Executive shall be entitled to pursuant to theCorporation’s or Partnership’s Articles of Incorporation, By-Laws, Agreement of Limited Partnershipor otherwise. Following the Executive’s termination of employment, the Corporation and thePartnership shall continue to cover the Executive under the then existing director’s and officer’sinsurance, if any, for the period during which the Executive may be subject to potential liabilityfor any claim, action or proceeding (whether civil or criminal) as a result of his service as anofficer or director of the Corporation or the Partnership or in any capacity at the request of theCorporation or the Partnership, in or with regard to any other entity, employee benefit plan orenterprise on the same terms such coverage was provided during this Agreement, at the highest levelthen maintained for any then current or former officer or director.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      Cedar Shopping Centers, Inc.