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
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Executive’s duties or responsibilities; (iii) the relocation of the Executive’s office or theCorporation’s or Partnership’s executive offices to a location more than 30 miles from New YorkCity; or (iv) a “Change in Control”, as defined below. As used herein, a “Change in Control” shallbe deemed to occur if: (i) there shall be consummated (x) any consolidation or merger of theCorporation or the Partnership in which the Corporation or the Partnership is not the continuing orsurviving corporation or pursuant to which the stock of the Corporation or the units of thePartnership would be converted into cash, securities or other property, other than a merger orconsolidation of the Corporation or Partnership in which the holders of the Corporation’s stockimmediately prior to the merger or consolidation hold more than fifty percent (50%) of the stock orother forms of equity of the surviving corporation immediately after the merger, or (y) any sale,lease, exchange or other transfer (in one transaction or series of related transactions) of all, orsubstantially all, the assets of the Corporation or the Partnership; (ii) the Board approves anyplan or proposal for liquidation or dissolution of the Corporation or the Partnership; or (iii) anyperson acquires more than 29% of the issued and outstanding common 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 $185,000per 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
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Corporation in its sole discretion. The Board of Directors of the Corporation in its solediscretion may grant to the Executive a bonus to be paid by the Corporation or Partnership, at anytime 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 Executive of appropriatevouchers therefor, including continuing legal education, professional licenses and organizationsand conferences approved by the CEO.          3.4 The Executive shall be entitled each year of this Agreement to paid vacation in accordancewith the Corporation’s or Partnership’s policies but not less than 4 weeks plus personal andfloating holidays (and a ratable number of sick days), which if not taken during such year will beforfeited (unless management requests 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 ofan automobile, including lease payments, if any, and all related costs, including maintenance,gasoline and insurance; provided, however, that such amount shall not exceed $450.00 a month.Insurance, maintenance and gas for business use is additional.
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          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 250% of the sum of the Executive’s
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annual salary at the rate applicableon the date of termination and the average of the Executive’s annual bonus for the preceding two full fiscal years;          (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, anyrestricted shares of common stock issued to the Executive and any other awards granted tothe Executive under any employee benefit plan that have not vested shall immediately vest onsaid 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
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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.          4.3 (a) Notwithstanding anything to the contrary in this Agreement, if it shall be determined(as hereafter provided) that any payment, benefit or distribution (or combination thereof) by theCorporation, any of its affiliates (including the Partnership), one or more trusts established bythe Corporation for the benefit of its employees, or any other person or entity, to or for thebenefit of the Executive, whether paid or payable or distributed or distributable pursuant to theterms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan,program or arrangement, including without limitation any stock option, restricted stock award,stock appreciation right or similar right, or the lapse or termination of any restriction on or thevesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or anysuccessor provision thereto) by reason of being “contingent on a change in ownership or control” ofthe Corporation or an affiliate, within the meaning of Section 280G of the Code (or any successorprovision thereto) or to any similar tax imposed by state or local law, or any interest orpenalties with respect to such excise tax (such tax or taxes, together with any such interest andpenalties, are hereafter collectively referred to as the “Excise Tax”), then the Corporation shallmake an additional
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payment (the “Gross-Up Payment”) to the Executive such that, after payment ofall Excise Taxes and any other taxes payable in respect of such Gross-Up Payment, the Executiveshall retain the same amount as if no Excise Tax had been imposed. In addition, the Corporationshall reimburse the Executive for any and all costs and expenses (including attorneys’ fees)incurred by the Executive with respect to (i) the determination of the Excise Tax, any other taxespayable in respect of the Gross-Up Payment or the Gross-Up Payment, (ii) any disputes regarding thedetermination of the Excise Tax, any other taxes payable in respect of the Gross-Up Payment or theGross-Up Payment, or (iii) the applicability of this Section 4.3.               (b) Subject to the provisions of Section 4.3(a) hereof, all determinations required to be madeunder this Section 4.3, including whether an Excise Tax is payable by the Executive and the amountof such Excise Tax, shall be made by the nationally recognized firm of certified public accountants(the “Accounting Firm”) used by the Corporation prior to the change in control (or, if suchAccounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by theExecutive). The Accounting Firm shall be directed by the Corporation or the Executive to submitits preliminary determination and detailed supporting calculations to both the Corporation and theExecutive within 15 calendar days after the receipt of notice from the Executive or the Corporation(which notice shall include data sufficient to perform the determination and supportingcalculations) that there has been a Payment which is or might be subject to an Excise Tax, or anyother time or times as may be requested by the Corporation or the Executive. If the AccountingFirm determines that any Excise Tax is payable by the Executive, the Corporation shall make theGross-Up Payment. If the Accounting Firm determines that no Excise Tax is payable by theExecutive, it shall, at the same time as it makes
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such determination, furnish the Executive with anopinion from the Accounting Firm or from reputable legal counsel which is familiar with the ExciseTax provisions of the Code (which may but need not be regular or special counsel to theCorporation) that the Executive has substantial authority not to report any Excise Tax on hisfederal, state, local income or other tax return. Any determination by the Accounting Firm shallbe binding upon the Corporation and the Executive absent a contrary determination by the InternalRevenue Service or a court of competent jurisdiction; provided, however, that nosuch determination shall eliminate or reduce the Corporation’s obligation to provide any Gross-UpPayment that shall be due as a result of such contrary determination. As a result of theuncertainty in the application of Section 4999 of the Code (or any successor provision thereto) andthe possibility of similar uncertainty regarding state or local tax law at the time of anydetermination by the Accounting Firm hereunder, it is possible that the amount of the Gross-UpPayment determined by the Accounting Firm to be due to (or on behalf of) the Executive was lowerthan the amount actually due (the “Underpayment”). In the event that the Corporation exhausts itsremedies pursuant to Section 4.3(d) below, and the Executive thereafter is required to make apayment or an additional payment of any Excise Tax, the Accounting Firm shall determine the amountof the Underpayment that has occurred as promptly as possible and notify the Corporation and theExecutive of such calculations, and of the amount any such Underpayment and the resultingadditional Gross-Up Payment to the Executive within 15 calendar days after the Accounting Firmreceived notice of the Underpayment from the Corporation or the Executive. Any Gross-Up Paymentsdue under this Section 4.3 shall be promptly paid by the Corporation, at its expense, to or for thebenefit of the Executive (including any withholding payment made directly by the Corporation to theInternal Revenue Service or the U.S. Treasury with respect to
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the Executive’s Excise Tax liability)within five (5) business days after receipt of the determination and calculations from theAccounting Firm. All fees and expenses of the Accounting Firm shall be paid by the Corporation inconnection with the calculations required by this Section 4.3.               (c) The federal, state and local income or other tax returns filed by the Executive (or anyfiling made by a consolidated tax group which includes the Corporation) shall be prepared and filedon a consistent basis with the determination of the Accounting Firm with respect to the Excise Taxpayable by the Executive. The Executive shall make proper payment of the amount of any Excise Tax,and at the request of the Corporation, provide to the Corporation true and correct copies (with anyamendments) of the Executive’s federal income tax return as filed with the Internal Revenue Serviceand corresponding state and local tax returns, if relevant, as filed with the applicable taxingauthority, and such other documents reasonably requested by the Corporation, evidencing suchpayment.               (d) The Executive shall notify the Corporation in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Corporation of any Gross-Up Payment.Such notification shall be given as soon as practicable but no later than ten (10) business daysafter the Executive is informed in writing of such claim and shall apprise the Corporation of thenature of such claim and the date on which such claim is requested to be paid. The Executive shallnot pay such claim prior to the expiration of the thirty (30) day period following the date onwhich he gives such notice to the Corporation (or such shorter period ending on the date that anypayment of taxes with respect to such claim is due). If the Corporation notifies the Executive inwriting prior to the expiration of such period that it desires to contest such claim, the Executiveshall (i) provide to the Corporation any
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information which is in the Executive’s possessionreasonably requested by the Corporation relating to such claim, (ii) take such action in connectionwith contesting such claim as the Corporation shall reasonably request in writing from time totime, including, without limitation, accepting legal representation with respect to such claim byan attorney reasonably selected by the Corporation, (iii) cooperate with the Corporation in goodfaith in order to effectively contest such claim, and (iv) permit the Corporation to participate inany proceedings relating to such claim; provided, however, that the Corporationshall bear and pay directly all costs and expenses (including additional interest and penalties)incurred in connection with such contest and shall indemnify and hold the Executive harmless, on anafter-tax basis, from any Excise Tax or income tax (including interest and penalties with respectthereto) imposed as a result of such representation and payment of costs and expenses. Withoutlimitation on the foregoing provisions of this Section 4.3, the Corporation shall control allproceedings taken in connection with such contest and, at its sole option, may pursue or forego anyand all administrative appeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim and may, at its sole option, either direct the Executive to pay the taxclaimed and sue for a refund or contest the claim in any permissible manner, and the Executiveagrees to prosecute such contest to a determination before any administrative tribunal, in a courtof initial jurisdiction and in one or more appellate courts, as the Corporation shall determine;provided, further, that if the Corporation directs the Executive to pay such claimand sue for a refund, the Corporation shall pay the amount of such payment to the Executive, andthe Executive shall use such amount received to pay such claim, and the Corporation shall indemnifyand hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax(including interest or penalties with respect thereto) imposed with respect to such payment or withrespect
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to any imputed income with respect to such payment (including the applicable Gross-UpPayment); provided, further, that if the Executive is required to extend the statute of limitationsto enable the Corporation to contest such claim, the Executive may limit this extension solely tosuch contested amount. The Corporation’s control of the contest shall be limited to issues withrespect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitledto settle or contest, as the case may be, any other issue raised by the Internal Revenue Service orany other taxing authority.               (e) If, after the receipt by the Executive of an amount paid or advanced by the Corporationpursuant to this Section 4.3, the Executive becomes entitled to receive any refund with respect toa Gross-Up Payment, the Executive shall (subject to the Corporation’s complying with therequirements of Section 4.3(d)) promptly pay to the Corporation the amount of such refund received(together with any interest paid or credited thereon after taxes applicable thereto) (or, to theextent such payment would be deemed prohibited by applicable law, shall be treated as a prepayment by the Corporation of anyamounts owed to the Executive). If, after the receipt by the Executive of an amount advanced bythe Corporation pursuant to Section 4.3(d), a determination is made that the Executive shall not beentitled to any refund with respect to such claim and the Corporation does not notify the Executivein writing of its intent to contest such denial of refund prior to the expiration of thirty (30)days after such determination, then such advance shall be forgiven and shall not be required to berepaid and the amount of such payment made to the Executive thereunder shall offset, to the extentthereof, the amount of the Gross-Up Payment required to be paid.
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     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, (b) prevent the Executive from investing in securities if such class of securitiesin which the investment is so made is listed on a national securities exchange or is issued by acompany registered under Section 12(g) of the Securities Exchange Act of 1934, so long as suchinvestment holdings do not, in the aggregate, constitute more than 1% of the voting stock of anycompany’s securities 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
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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 the relevant trade or industry, about theCorporation’s or the Partnership’s business activities, services and processes, including but notlimited 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,lessee or 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
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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 10 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 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
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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, thePartnership or any of their subsidiaries any business whatsoever by influencing or attemptingto influence any contractor, lessee or supplier of the Corporation, the Partnership or any of theirsubsidiaries.     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.
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     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:   To the Corporationor the Partnership:       Cedar Shopping Centers, Inc.44 South Bayles AvenuePort Washington, NY 11050Attn: President   To the Executive:       Frank C. Ullmanprovided, 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.
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     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
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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 anyjudgments, fine, amounts paid in settlement and reasonable expenses (including attorneys’ fees) inconnection with any claim, action or proceeding (whether civil or criminal) against the Executiveas 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 thisAgreement). This indemnification shall be in addition to, and not in lieu of, any otherindemnification the Executive shall be entitled to pursuant to the Corporation’s or Partnership’sArticles of Incorporation, By-Laws, Agreement of Limited Partnership or otherwise. Following theExecutive’s termination of employment, the Corporation and the Partnership shall continue to coverthe Executive under the then existing director’s and officer’s insurance, if any, for the periodduring which the Executive may be subject to potential liability for any claim, action orproceeding (whether civil or criminal) as a result of his service as an officer or director of theCorporation or the Partnership or in any capacity at the request of the Corporation or thePartnership, in or with regard to any other entity, employee benefit plan or enterprise on the sameterms such coverage was provided during this Agreement, at the highest level then maintained forany then current or former officer or director.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      Cedar Shopping Centers, Inc.