exv10w2






Exhibit 10.2




EXECUTION VERSION




AMENDED AND RESTATED EMPLOYMENT AGREEMENT



This Amended and Restated Employment Agreement (this “Agreement”) is entered into on July 29, 2009,
between Developers Diversified Realty Corporation, an Ohio corporation (“DDR” or the “Company”),
and Scott A. Wolstein (“Wolstein”).



Wolstein has been and is now serving DDR as its Chairman of the Board of Directors and Chief
Executive Officer. Wolstein and DDR are currently party to an Employment Agreement, dated as of
October 15, 2008, and a Change in Control Agreement, dated as of October 15, 2008. The Board of
Directors of DDR (the “Board”) and Wolstein desire to enter into this Agreement to supersede in its
entirety the existing employment agreement, to supersede and terminate in its entirety the existing
change in control agreement, and to reflect the terms pursuant to which Wolstein will continue to
serve DDR. (Certain capitalized terms used in this Agreement have the meanings ascribed to them in
Section 23 of this Agreement.)



DDR and Wolstein agree, effective as of the date first set forth above (the “Effective Date”), as
follows:



1. Employment, Term. DDR engages and employs Wolstein to render services in the
administration and operation of its affairs as are customarily performed by Chief Executive
Officers of companies similar in size to, and in a similar business as, the Company, together with
such other duties as, from time to time, may be specified by the Board, and expects in the future
to engage and employ Wolstein to render services as are customarily performed by Executive Chairmen
of companies similar in size to, and in a similar business as, the Company, together with such
other duties as, from time to time, may be specified by the Board, in a manner consistent with his
status as Chief Executive Officer or Executive Chairman, as applicable, all in accordance with the
terms and conditions of this Agreement, for a term extending from the Effective Date through
December 31, 2012 (such term being referred to herein as the “Contract Period”).



2. Full-Time Services. Throughout the Contract Period while Wolstein is employed by DDR,
Wolstein will devote all of his business time and efforts to the service of DDR, except for (a)
usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to
his personal financial affairs, and (c) services as a director or trustee of other corporations or
organizations, either for profit or not for profit, that are not in competition with DDR;
provided, that in no event shall Wolstein devote less than 90% of his business time and
efforts to the service of DDR.



3. Executive Officer and Board Member. Unless he is earlier terminated in accordance with
Section 7 hereof, throughout the Contract Period while Wolstein is employed by DDR,
Wolstein will hold either the office of Chief Executive Officer of DDR or Executive Chairman of
DDR, as the Board shall determine, and the Board will use its best efforts to cause Wolstein to be
elected to the Board at each annual meeting of the shareholders of DDR. So long as Wolstein
remains as Chief Executive Officer of DDR: (a) he will not be required to report to any single
individual but will report only to the Board as an entire body; (b) no other individual will be
elected or appointed as Chief Executive Officer of DDR; (c) the President of DDR will report to no
individual other than Wolstein; and (d) no individual or group of individuals
(including any committee established or other designee appointed by the Board) will have any
authority over or equal to the authority of Wolstein in his role as Chief Executive Officer, and
none of DDR, the Board, or any member of the Board will take any action that will or could have the
effect, or appear to have the effect, of giving such authority to any other individual or group.
If and when, during the Contract Period while Wolstein is employed by DDR, the Board determines
that DDR shall engage and





 









 







employ Wolstein as Executive Chairman, unless he is earlier terminated in
accordance with Section 7 hereof, throughout the remainder of the Contract Period while
Wolstein is employed by DDR, Wolstein will hold the office of Executive Chairman of DDR and the
Board will use its best efforts to cause Wolstein to be elected to the Board at each annual meeting
of the shareholders of DDR. The office of Executive Chairman of DDR shall be an executive officer
position.



4. Compensation. For all services to be rendered by Wolstein to DDR under this Agreement
during the Contract Period while Wolstein is employed by DDR, including services as an executive
officer, including as Chief Executive Officer or Executive Chairman, director, Chairman of the
Board, or member of any committee of the Board, or any other services specified by the Board, DDR
will pay and provide to Wolstein the compensation and benefits specified in this Section 4.





4.1 Base Salary. From and after the Effective Date and through the Contract Period
while Wolstein is employed by DDR, DDR will pay Wolstein base salary (the “Base Salary”), in
equal monthly or more frequent installments, at the rate of not less than Eight Hundred and
Seventy-Five Thousand Dollars ($875,000) per year, subject to such increases as the
Committee may approve.




4.2 Annual Cash Bonus. In addition to Base Salary, if Wolstein achieves the
factors and criteria for annual bonus compensation hereinafter described for any calendar
year of the Company (beginning with 2009) during the Contract Period while Wolstein is
employed by DDR, then the Company shall pay an annual bonus to Wolstein, in cash, for such
calendar year (an “Annual Cash Bonus”), not later than 75 days following the end of such
calendar year, determined and calculated in accordance with the percentages set forth on
Exhibit A attached hereto. The Company’s award of an Annual Cash Bonus to Wolstein
shall be determined based on the factors and criteria that may be established from time to
time for the calculation of the Annual Cash Bonus by the Committee after consultation with
Wolstein; provided, that for the Company’s 2009 calendar year, the Annual Cash Bonus
for Wolstein will be determined in accordance with the performance metrics and their
relative weighting set forth on Exhibit A attached hereto. For each of the
Company’s calendar years in the Contract Period subsequent to 2009 while Wolstein is
employed by DDR, the Board or the Committee will provide Wolstein with written notice of the
performance metrics and their relative weighting to be used in, and the specific threshold,
target and maximum performance targets applicable to, the determination of the Annual Cash
Bonus for Wolstein for such calendar year not later than March 15 of such year. There is no
guaranteed Annual Cash Bonus under this Agreement, and for each applicable year, Wolstein’s
Annual Cash Bonus could be as low as zero or as high as the maximum percentage set forth on
Exhibit A attached hereto.




4.3 2009 Retention Equity Award. Subject to the execution of this Agreement by
Wolstein and DDR, the Board will grant to Wolstein, within three business days of the
Effective Date, a one-time award of 400,000 restricted shares, which award may be made under
a retention equity program to be adopted and implemented by DDR. Subject to Sections
8.2(e) and 8.5(e), such restricted shares shall vest on the terms set forth in
the award agreement applicable thereto, but in any event no more favorably than in 25%
annual increments beginning on December 31, 2009 and on each of December 31, 2010, 2011 and
2012.




4.4 Cash Payment. In consideration of the execution of this Agreement by Wolstein
and DDR, DDR will pay Wolstein, within three business days of the Effective Date, a lump-sum
cash payment of $1,000,000.



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4.5 Other Equity Awards. During the Contract Period while Wolstein is employed by
DDR, Wolstein shall be entitled to participate in any equity or other employee benefit plan
that is generally available to senior executive officers, as distinguished from general
management, of the Company, including, without limitation, any long-term incentive
compensation plan or similar program, including the Company’s Value Sharing Equity Program,
a summary of which is attached hereto as Exhibit B (the “Value Sharing Equity
Program”). Wolstein’s participation in and benefits under any such plan or program shall be
on the terms summarized on Exhibit B and subject to such other conditions as are
specified in the governing documents of the particular plan or program. Regarding the Value
Sharing Equity Program, to the extent that (a) by the end of the Contract Period, Wolstein
and DDR have not entered into a subsequent employment agreement or amendment of this
Agreement pursuant to which Wolstein is entitled to remain engaged and employed by DDR after
the Contract Period, and (b) Award Shares have been earned by Wolstein under the Value
Sharing Equity Program, but any Award Shares, any Cash Payments, or any Undelivered Award
Shares earned by Wolstein through the end of the Contract Period have not vested pursuant to
the terms of the Value Sharing Equity Program by the end of the Contract Period (the
“Unvested VSEP Awards”), then such Unvested VSEP Awards shall not be forfeited by Wolstein,
but instead such Unvested VSEP Awards shall remain outstanding and shall continue to vest
according to the original vesting terms set forth for such Unvested VSEP Awards under the
Program and the applicable Notices of Grant, even if Wolstein is no longer employed by DDR
at any time after the end of the Contract Period.




4.6 Taxes. Wolstein shall be solely responsible for taxes imposed on Wolstein by
reason of any compensation and benefits provided under this Agreement, and all such
compensation and benefits shall be subject to applicable withholding taxes.


5. Benefits.





5.1 Retirement and Other Benefit Plans Generally. Throughout the Contract Period
while Wolstein is employed by DDR, Wolstein will be entitled to participate in all
retirement and other benefit plans maintained by DDR that are generally available to its
employees and with respect to which he is eligible pursuant to the terms of the underlying
plan or plans, including, without limitation, the DDR 401(k) plan for its employees and any
DDR deferred compensation program.




5.2 Insurance, Generally. Throughout the Contract Period while Wolstein is
employed by DDR, DDR will provide to Wolstein and his eligible dependents the medical,
hospitalization, vision, and dental insurance coverage and benefits maintained by DDR from
time to time during the Contract Period that are generally available to its employees and
with respect to which he is eligible pursuant to the terms of the underlying plan or plans.




5.3 Insurance, Disability. Except as otherwise provided in the last sentence of
this Section 5.3, DDR will maintain the current disability insurance policies in
effect with respect to Wolstein during the Contract Period while Wolstein is employed by DDR
sufficient to pay to Wolstein, subject to the terms of such policies, a monthly benefit in
the event of disability of at least $46,500 per month through age 65 (or, as to so much of
that monthly amount as has previously been provided through a policy that will pay a monthly
benefit only for a shorter term, through the end of that shorter term). If DDR determines
not to continue any particular disability
insurance policy for Wolstein described in this Section 5.3, DDR’s obligation to
continue to maintain such disability insurance policy will terminate, and through the
Contract Period while Wolstein is employed by DDR, DDR will self-insure the disability
benefit that would have been provided to Wolstein had such disability insurance policy
remained in effect through the date, if



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any, on which Wolstein would otherwise have
qualified for benefits under such disability insurance policy, and DDR will pay the same
disability benefit to Wolstein that would have otherwise been provided under such disability
insurance policy.




5.4 Vacation and Sick Leave. Wolstein will be entitled to such periods of vacation
and sick leave during the Contract Period while Wolstein is employed by DDR as is consistent
with historical practices as established before the Effective Date and as may be determined
by him in his reasonable and good faith discretion (but in any event not less than four
weeks per year or such longer period as may be provided under the DDR vacation and sick
leave policy for executive officers).


6. Expense Reimbursement. DDR will reimburse Wolstein or provide him with an expense
allowance during the Contract Period while Wolstein is employed by DDR for travel, entertainment,
and other expenses reasonably and necessarily incurred by him in connection with DDR’s business.
Wolstein will provide such documentation with respect to expenses to be reimbursed as DDR may
reasonably request.



7. Termination.





7.1 Death or Disability. Wolstein’s employment under this Agreement will terminate
immediately upon his death. The Board may terminate Wolstein’s employment under this
Agreement immediately upon giving notice of termination if Wolstein is Totally Disabled (as
that term is defined in Section 11.1 below) for an aggregate of 120 days in any
consecutive 12 calendar months or for 90 consecutive days.




7.2 For Cause by the Board.




(a) During the Contract Period while Wolstein is employed by DDR, the Board may
terminate Wolstein’s employment under this Agreement for “Cause” at any time upon
the occurrence of any of the following circumstances: 




(i) (A) Wolstein commits a fraud or a felony or an act that is not or a
series of acts that are not taken in good faith and (B) the commission of
such fraud, felony or act or series of acts results in material injury to
the business reputation of DDR.




(ii) Wolstein commits an act or series of repeated acts of dishonesty that
are materially inimical to the best interests of DDR.




(iii) Other than as a result of disability, Wolstein consistently fails to
perform his duties and responsibilities as specified in Sections 1
and 2 above and the failure continues for 15 days after the Board
has advised him in writing of that failure.




(iv) Wolstein has materially breached any provision of this Agreement
(other than Section 1 or 2 above, as to any breach of which
Section 7.2(a)(iii) would apply) and the breach has not been cured
in all substantial respects within 30 days after the Board has advised him
in writing of the nature of the breach.




(b) The termination of Wolstein’s employment under this Agreement shall not be
deemed to be for “Cause” pursuant to this Section 7.2 unless and until there
shall have been delivered to Wolstein a copy of a resolution duly adopted by the
affirmative vote of



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not less than three-fourths of the entire membership of the
Board at a meeting of the Board called and held for such purpose (after reasonable
notice is provided to Wolstein and Wolstein is given an opportunity, together with
counsel, to be heard before the Board) finding that, in the good faith opinion of
the Board, Wolstein is guilty of the conduct described in Sections
7.2(a)(i), (ii), (iii) or (iv) above, and specifying the
particulars thereof in detail.




7.3 For Good Reason by Wolstein. During the Contract Period while Wolstein is
employed by DDR, Wolstein may terminate his employment under this Agreement for “Good
Reason” if any of the following circumstances occur:




(a) The Board materially changes Wolstein’s duties and responsibilities from those
set forth in Sections 1 and 3 above and the change has not been
rescinded to Wolstein’s satisfaction within 15 days after Wolstein has advised DDR
in writing of dissatisfaction with the change. The parties to this Agreement
acknowledge and agree that any decision of the Board pursuant to which Wolstein
ceases to serve as Chief Executive Officer, if in connection therewith the Board
appoints Wolstein to serve as Executive Chairman, will not constitute a material
change in Wolstein’s duties and responsibilities.




(b) DDR changes Wolstein’s place of employment or its principal executive offices
to a location that is more than 50 miles from the geographical center of Cleveland,
Ohio.




(c) DDR materially breaches any of its obligations under this Agreement (other than
its obligations under Sections 1 and 3 above, as to any breach of
which Section 7.3(a) would apply) and the breach is not cured in all
material respects within 30 days after Wolstein has advised the Board in writing of
the breach.




7.4 Without Cause by the Board. During the Contract Period while Wolstein is
employed by DDR, the Board may terminate Wolstein’s employment under this Agreement at any
time without Cause pursuant to written notice provided to Wolstein not less than ninety days
in advance of such termination upon the affirmative vote of a majority of all of the members
of the Board (other than Wolstein). Any termination under this Section 7.4 will be
effective at such time during the Contract Period while Wolstein is employed by DDR as the
Board may specify in that written notice.




7.5 Without Good Reason by Wolstein. During the Contract Period while Wolstein is
employed by DDR, Wolstein may terminate his employment under this Agreement at any time
without Good Reason pursuant to written notice provided to DDR not less than ninety days in
advance of such termination. Any termination under this Section 7.5 will be
effective at such time during the Contract Period while Wolstein is employed by DDR as
Wolstein may specify in that written notice.




7.6 Impact of Service as Executive Chairman. Notwithstanding any provision to the
contrary in any of (a) this Agreement, (b) any long-term incentive compensation plan or
program of the Company, including, without limitation, the Value Sharing Equity Program, (c)
any long-term incentive compensation award agreement between the Company and Wolstein, (d)
any equity awards granted or issued pursuant to any equity or other employee benefit plan of
the Company,
or otherwise, if, at any time during the Contract Period while Wolstein is employed by DDR,
Wolstein ceases to hold the position of Chief Executive Officer after being appointed by the
Board as Executive Chairman, (x) such ceasing to serve as Chief Executive Officer shall not, by



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itself, be deemed to have the impact of a termination of Wolstein’s employment for
purposes of this Agreement or any of its provisions or any continued vesting or exercise of
any and all equity awards previously or thereafter provided to Wolstein by the Company,
including any and all equity awards provided under Sections 4.3 and 4.5 of
this Agreement, and (y) Wolstein’s continued service under this Agreement as Executive
Chairman (through the date on which Wolstein ceases to hold the position of Executive
Chairman) will be deemed for purposes of this Agreement and the agreements, plans and
programs described in this Section 7.6 to constitute continued service by Wolstein
as an employee and executive officer of the Company through such date on which Wolstein
ceases to hold the position of Executive Chairman under this Agreement.


8. Payments upon Termination.





8.1 Upon Termination For Cause or Without Good Reason. If Wolstein’s employment
under this Agreement is terminated by the Board for Cause or by Wolstein without Good Reason
during the Contract Period, DDR will pay and provide to Wolstein his Base Salary through the
Termination Date to the extent not already paid and continuing medical, hospitalization,
vision, and dental insurance at the levels specified in Section 5.2 through the
Termination Date, and, except as may otherwise be required by law, DDR will not pay or
provide to Wolstein any further compensation or other benefits under this Agreement. DDR
will pay any Base Salary referred to in this Section 8.1 to Wolstein within 30 days
of the Termination Date.




8.2 Upon Termination Without Cause or For Good Reason. If Wolstein’s employment
under this Agreement is terminated by the Board without Cause or by Wolstein for Good Reason
during the Contract Period and Section 8.5 does not apply, DDR will pay and provide
to Wolstein the amounts and benefits specified in this Section 8.2, except that DDR
will not be obligated to pay the lump sum amounts specified in Sections 8.2(c) or
8.2(e) unless either (x) DDR is deemed to have waived the obligation to provide a
Release as provided in Section 10.2 or (y) Wolstein has timely executed a Release as
contemplated by Section 10.3. The amounts and benefits specified in this
Section 8.2 are as follows:




(a) A lump sum amount equal to Wolstein’s Base Salary through the Termination Date,
to the extent not already paid. DDR will pay this amount to Wolstein within 30 days
of the Termination Date.




(b) A lump sum amount equal to Wolstein’s Annual Cash Bonus earned for the
immediately preceding calendar year, to the extent not already paid. DDR will pay
this amount to Wolstein on the same date and in the same amount that the Annual Cash
Bonus for such year would have been paid if Wolstein’s employment had not been
terminated, but in any event not later than March 15 of the current year.




(c) A lump sum amount equal to:




(i) if the Termination Date occurs during either of 2009 or 2010, two times
the sum of (A) Wolstein’s Base Salary as of the Termination Date, plus (B)
the Annual Cash Bonus for Wolstein for the year in which the Termination
Date occurs at the “Target” level;




(ii) if the Termination Date occurs during 2011, an amount equal to the sum
of (A) Wolstein’s Base Salary for the period after the Termination Date
through the



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end of the Contract Period, to the extent not already paid, plus
(B) two times the Annual Cash Bonus for Wolstein for 2011 at the “Target”
level; or




(iii) if the Termination Date occurs during 2012, an amount equal to the
sum of (A) Wolstein’s Base Salary for the period after the Termination Date
through the end of the Contract Period, to the extent not already paid, plus
(B) the Annual Cash Bonus for Wolstein for 2012 at the “Target” level.




Except as otherwise provided in Section 15.2, DDR will pay this amount to
Wolstein during the Seventh Month after the Termination Date (as defined in
Section 15.1 below).




(d) Continuing medical, hospitalization, vision, and dental insurance to Wolstein
and his eligible dependents at the levels specified in Section 5.2 through
the earlier of (i) the first anniversary of the Termination Date and (ii) the end of
the Contract Period. To assure compliance with Section 409A of the Internal Revenue
Code, the timing of the provision of these benefits will be subject to Sections
15.1 and 15.3 if and to the extent either of those sections is
applicable according to its terms.




(e) Subject in all cases to the terms and limitations of any applicable equity plan
of the Company, (i) all equity awards granted to Wolstein that vest based solely
upon Wolstein’s continued employment with the Company or the passage of time, which
awards have not otherwise vested as of the Termination Date, and (ii) all equity
awards granted to Wolstein under any long-term incentive compensation plan or
program of the Company, including the Value Sharing Equity Program, which awards
have been earned but have not vested as of the Termination Date, shall not be
forfeited by Wolstein, but instead such equity awards shall remain outstanding and
shall continue to vest according to the original vesting terms established for such
equity awards, even if Wolstein is no longer employed by the Company at any time
after the Termination Date; provided, however, that, to the extent
determined by the Board in its sole discretion, in connection with a termination of
Wolstein’s employment pursuant to this Section 8.2, the Company may pay a
lump sum amount equal to the product of (1) the aggregate number of Shares
comprising or underlying such equity awards, as applicable, multiplied by (2) the
Fair Market Value as of the Termination Date, and such equity awards will thereby be
forfeited. Except as otherwise provided in Section 15.2, DDR will pay this
amount to Wolstein during the Seventh Month after the Termination Date (as defined
in Section 15.1 below).




8.3 Upon Termination by Reason of Death. If Wolstein’s employment under this
Agreement is terminated by reason of his death during the Contract Period, DDR will pay, or
cause to be paid, and provide, or cause to be provided, to Wolstein’s personal
representative and his eligible dependents, as appropriate, the amounts and benefits
specified in this Section 8.3. The amounts and benefits specified in this
Section 8.3 are as follows:




(a) A lump sum amount equal to Wolstein’s Base Salary through the Termination Date,
to the extent not already paid. DDR will pay this amount to Wolstein’s personal
representative within 30 days of the Termination Date.




(b) A lump sum amount equal to Wolstein’s Annual Cash Bonus earned for the
immediately preceding calendar year, to the extent not already paid. DDR will pay
this amount to Wolstein’s personal representative on the same date and in the same
amount



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that the Annual Cash Bonus for such year would have been paid if Wolstein’s
employment had not been terminated, but in any event not later than March 15 of the
current year.




(c) Continuing medical, hospitalization, vision, and dental insurance to Wolstein’s
eligible dependents at the levels specified in Section 5.2 through the
earlier of (i) the first anniversary of the Termination Date and (ii) the end of the
Contract Period. To assure compliance with Section 409A, the timing of the
provision of these benefits will be subject to Sections 15.1 and
15.3 if and to the extent either of those sections is applicable according
to its terms.




8.4 Upon Termination by Reason of Disability. If Wolstein’s employment under this
Agreement is terminated by the Board pursuant to Section 7.1 during the Contract
Period following Wolstein’s disability, DDR will pay and provide to Wolstein and his
eligible dependents, as appropriate, the amounts and benefits specified in this Section
8.4. The amounts and benefits specified in this Section 8.4 are as follows:




(a) A lump sum amount equal to Wolstein’s Base Salary through the Termination Date,
to the extent not already paid. DDR will pay this amount to Wolstein within 30 days
of the Termination Date.




(b) A lump sum amount equal to Wolstein’s Annual Cash Bonus earned for the
immediately preceding calendar year, to the extent not already paid. DDR will pay
this amount to Wolstein on the same date and in the same amount that the Annual Cash
Bonus for such year would have been paid if Wolstein’s employment had not been
terminated, but in any event not later than March 15 of the current year.




(c) Continuing medical, hospitalization, vision, and dental insurance to Wolstein
and his eligible dependents at the levels specified in Section 5.2 through
the earlier of (i) the first anniversary of the Termination Date and (ii) the end of
the Contract Period. To assure compliance with Section 409A, the timing of the
provision of these benefits will be subject to Sections 15.1 and
15.3 if and to the extent either of those sections is applicable according
to its terms.




8.5 Upon Termination In Connection With a Change in Control. Upon the occurrence
of a Triggering Event during the Contract Period while Wolstein is employed by DDR, DDR will
pay and provide to Wolstein the amounts and benefits specified in this Section 8.5,
and DDR will be deemed to have waived its right to provide a Release as provided in
Section 10.2, and the provision of a Release will not be a condition to Wolstein
receiving any payment or benefit from DDR under this Section 8.5. The amounts and
benefits specified in this Section 8.5 are as follows:




(a) A lump sum amount equal to Wolstein’s Base Salary through the Termination Date,
to the extent not already paid. DDR will pay this amount to Wolstein within 30 days
of the Termination Date.




(b) A lump sum amount equal to Wolstein’s Annual Cash Bonus earned for the
immediately preceding calendar year, if any, to the extent not already paid. DDR
will pay this amount, if any, to Wolstein on the same date and in the same amount
that the



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Annual Cash Bonus for such year would have been paid if Wolstein’s
employment had not been terminated, but in any event not later than March 15 of the
current year.




(c) A lump sum amount equal to:




(i) if the Termination Date occurs during either of 2009 or 2010, two times
the sum of (A) Wolstein’s Base Salary as of the Termination Date, plus (B)
the Annual Cash Bonus for Wolstein for the year in which the Termination
Date occurs at the “Target” level;




(ii) if the Termination Date occurs during 2011, an amount equal to the sum
of (A) Wolstein’s Base Salary for the period after the Termination Date
through the end of the Contract Period, to the extent not already paid, plus
(B) two times the Annual Cash Bonus for Wolstein for 2011 at the “Target”
level; or




(iii) if the Termination Date occurs during 2012, an amount equal to the
sum of (A) Wolstein’s Base Salary for the period after the Termination Date
through the end of the Contract Period, to the extent not already paid, plus
(B) the Annual Cash Bonus for Wolstein for 2012 at the “Target” level.




Except as otherwise provided in Section 15.2, DDR will pay this amount to
Wolstein during the Seventh Month after the Termination Date (as defined in
Section 15.1 below).




(d) Continuing medical, hospitalization, vision, and dental insurance to Wolstein
and his eligible dependents at the levels specified in Section 5.2 through
the earlier of (i) the first anniversary of the Termination Date and (ii) the end of
the Contract Period. To assure compliance with Section 409A of the Internal Revenue
Code, the timing of the provision of these benefits will be subject to Sections
15.1 and 15.3 if and to the extent either of those sections is
applicable according to its terms.




(e) Subject in all cases to the terms and limitations of any applicable equity plan
of the Company, (i) all equity awards granted to Wolstein that vest based solely
upon Wolstein’s continued employment with the Company or the passage of time, which
awards have not otherwise vested as of the Termination Date, and (ii) all equity
awards granted to Wolstein under any long-term incentive compensation plan or
program of the Company, including the Value Sharing Equity Program, which awards
have been earned but have not vested as of the Termination Date, shall not be
forfeited by Wolstein, but instead such equity awards shall remain outstanding and
shall continue to vest according to the original vesting terms established for such
equity awards, even if Wolstein is no longer employed by the Company at any time
after the Termination Date; provided, however, that, to the extent
determined by the Board in its sole discretion, in connection with a termination of
Wolstein’s employment pursuant to this Section 8.5, the Company may pay a
lump sum amount equal to the product of (1) the aggregate number of Shares
comprising or underlying such equity awards, as applicable, multiplied by (2) the
Fair Market Value as of the Termination Date, and such equity awards will thereby be
forfeited. Except as otherwise provided in Section 15.2, DDR will pay this
amount to
Wolstein during the Seventh Month after the Termination Date (as defined in
Section 15.1 below).



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9. Continuing Office Support Following Termination of Employment. If Wolstein’s
employment with DDR is terminated during the Contract Period other than by the Board for Cause, by
Wolstein without Good Reason, or by reason of Wolstein’s death, DDR will provide to Wolstein, from
the Termination Date through the third anniversary of the Termination Date (or, if earlier, through
the first to occur of (a) the end of the Contract Period, (b) Wolstein’s death or (c) the date, if
ever, on which he begins full time employment with another employer) (the applicable date, the “End
Date”), office space at a location (other than the executive offices of DDR) suitable to his status
as the former Chief Executive Officer of DDR, a full-time secretary, and other customary office
support functions (collectively, the “Continuing Office Support”). To assure compliance with
Section 409A, the entire cost of the Continuing Office Support from the Termination Date through
the Six Month Date (as defined in Section 15.1), or until the End Date, if earlier, will be
for the account of Wolstein and Wolstein will directly pay (or provide funds to DDR to pay) all
elements of that cost on a current basis during that period. The costs so paid by Wolstein
(whether directly or by providing funds to DDR) will be accumulated (together with interest at the
applicable federal rate under Section 7872(f)(2)(A) of the Code in effect on the Termination Date)
through the Six Month Date and DDR will reimburse Wolstein for the accumulated costs, with
interest, during Seventh Month after the Termination Date. DDR will provide any Continuing Office
Support after the Six Month Date until the End Date at no cost to Wolstein.



10. Release. This Section 10 will apply only upon termination of Wolstein’s
employment during the Contract Period (a) by the Board without Cause or (b) by Wolstein for Good
Reason.





10.1 Presentation of Release by DDR. If this Section 10 applies, DDR may
present to Wolstein (or in the case of Wolstein’s legal incapacity, to Wolstein’s personal
representative), not later than 21 days after the Termination Date, a form of release (a
“Release”) of all current and future claims, known or unknown, arising on or before the date
on which the Release is to be executed, that Wolstein or his assigns have or may have
against DDR or any Subsidiary, and the directors, officers, and affiliates of any of them,
in such form as may reasonably be presented by DDR together with a covering message in which
DDR advises Wolstein (or his personal representative) that the Release is being presented in
accordance with this Section 10.1 and that a failure by Wolstein (or his personal
representative) to execute and return the Release as contemplated by Section 10.3
would relieve DDR of the obligation to make payments otherwise due to Wolstein (or to his
personal representative) under one or more portions of Section 8.2.




10.2 Effect of Failure by DDR to Present Release. If DDR fails to present a
Release and covering message to Wolstein (or his personal representative) as contemplated by
Section 10.1, DDR will be deemed to have waived the requirement that Wolstein (or
his personal representative) execute a Release as a condition to receiving payments under
any portion of Section 8.2.




10.3 Execution of Release by Wolstein or His Personal Representative. If DDR does
present a Release and covering message to Wolstein (or his personal representative) as
contemplated by Section 10.1, Wolstein (or his personal representative) will have
until 50 days after the Termination Date (i.e., at least 29 days after presentation of the
Release to Wolstein (or his personal representative)) within which to deliver an executed
copy of the Release to DDR and thereby satisfy the condition to receiving payments under any
portion of Section 8.2, provided that Wolstein (or his personal representative) does
not revoke the execution of the Release during any applicable revocation period.




10.4 Effect of Failure to Execute Release or of Revocation of Release. If Wolstein
(or his personal representative) fails to deliver an executed copy of the Release to DDR
within 50 days



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after the Termination Date or revokes the execution of the Release during any
applicable revocation period, Wolstein (or his personal representative) will be deemed to
have waived the right to receive all payments under Sections 8.2 that were
conditioned on the Release.


11. Disability Definitions; Physical Examination.





11.1 Definitions. For all purposes of this Agreement:




(a) Wolstein’s “Own Occupation” means the regular occupation in which he is engaged
under this Agreement at the time he becomes disabled.




(b) “Total Disability” means that, because of sickness or injury, Wolstein is not
able to perform the material and substantial duties of his Own Occupation.




(c) “Totally Disabled” means that Wolstein suffers from Total Disability (and
Wolstein will be deemed to continue to be Totally Disabled so long as he is not able
to work in his Own Occupation even if he works in some other capacity).




11.2 Physical Examination. If either the Board or Wolstein, at any time or from
time to time after receipt of notice of Wolstein’s Total Disability from the other, desires
to contend that Wolstein is not Totally Disabled, Wolstein will promptly submit to a
physical examination by the chief of medicine of any major accredited hospital in the
Cleveland, Ohio area and, unless that physician issues his written statement to the effect
that, in his opinion, based on his diagnosis, Wolstein is capable of resuming his Own
Occupation and devoting his full time and energy to discharging the duties of his Own
Occupation, Wolstein will be deemed to be and to continue to be Totally Disabled for all
purposes of this Agreement.


12. No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No
Effect Upon Other Plans. DDR’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations under this Agreement will not be affected by any set-off,
counterclaim, recoupment, defense, or other claim whatsoever that DDR or any Subsidiary may have
against Wolstein, except that the prohibition on set-off, counterclaim, recoupment, defense, or
other claim contained in this sentence will not apply (a) if Wolstein’s employment is terminated by
the Board for Cause or (b) to the potential set-off with respect to reimbursement of the DDR-Paid
Premiums specified in Section 20.1. Wolstein will not be required to mitigate damages or
the amount of any payment provided for under this Agreement by seeking other employment or
otherwise. The amount of any payment provided for under this Agreement will not be reduced by any
compensation or benefits earned by Wolstein as the result of employment by another employer or
otherwise after the Termination Date. Neither the provisions of this Agreement nor the making of
any payment provided for under this Agreement, nor the termination of DDR’s obligations under this
Agreement, will reduce any amounts otherwise payable, or in any way diminish Wolstein’s rights,
under any incentive compensation plan, stock option or stock appreciation rights plan, restricted
stock plan or agreement, deferred compensation, retirement, or supplemental retirement plan, stock
purchase and savings plan, disability or insurance plan, or other similar contract, plan, or
arrangement of DDR or any Subsidiary, all of which will be governed by their respective terms.



13. Payments Are in Lieu of Severance Payments. If Wolstein becomes entitled to receive
payments under this Agreement as a result of termination of his employment, those payments will be
in lieu of any
and all other claims or rights that Wolstein may have against DDR for severance, separation, and/or
salary continuation pay upon that termination of his employment.




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14. Covenants and Confidential Information. Wolstein acknowledges DDR’s reliance on and
expectation of Wolstein’s continued commitment to performance of his duties and responsibilities
during the Contract Period while Wolstein is employed by DDR and he assumes the obligations set out
in this Section 14 in light of that reliance and expectation on the part of DDR.





14.1 Confidentiality. Throughout the Contract Period and for a period of two years
thereafter, Wolstein will not disclose, divulge, discuss, copy, or otherwise use or suffer
to be used in any manner, in competition with, or contrary to the interests of, DDR, any
confidential information relating to DDR’s operations, properties, or otherwise to its
particular business or other trade secrets of DDR, it being acknowledged by Wolstein that
all such information regarding the business of DDR compiled or obtained by, or furnished to,
him during his employment by or association with DDR is confidential information and DDR’s
exclusive property. The restrictions in this Section 14.1 will not apply to any
information to the extent that it (a) is clearly obtainable in the public domain, (b)
becomes obtainable in the public domain, except by reason of the breach by Wolstein of his
obligations under this Section 14.1, (c) was not acquired by Wolstein in connection
with his employment or affiliation with DDR, (d) was not acquired by Wolstein from DDR or
its representatives, or (e) is required to be disclosed by rule of law or by order of a
court or governmental body or agency.




14.2 Nonsolicitation. During the Contract Period, Wolstein will not directly or
indirectly solicit or induce or attempt to solicit or induce any employee of DDR and/or of
any Subsidiary or affiliate to terminate his or her employment with DDR and/or any
Subsidiary.




14.3 Remedies. Wolstein acknowledges that the remedy at law for any breach by him
of this Section 14 may be inadequate and that the damages following from any such
breach may not be readily susceptible to being measured in monetary terms. Accordingly,
Wolstein agrees that, upon adequate proof of Wolstein’s violation of any legally enforceable
provision of this Section 14, DDR will be entitled to immediate injunctive relief
and may obtain a temporary order restraining any threatened or further breach. Nothing in
this Section 14 will be deemed to limit DDR’s remedies at law or in equity for any
breach by Wolstein of any of the provisions of this Section 14 that may be pursued
or availed of by DDR.




14.4 Acknowledgement. Wolstein has carefully considered the nature and extent of
the restrictions upon him and the rights and remedies conferred upon DDR under this
Section 14, and hereby acknowledges and agrees that the same are reasonable in time
and territory, are designed to eliminate competition that otherwise would be unfair to DDR,
do not stifle the inherent skill and experience of Wolstein, would not operate as a bar to
Wolstein’s sole means of support, are fully required to protect the legitimate interests of
DDR, and do not confer a benefit upon DDR disproportionate to the detriment to Wolstein.


15. Compliance with Section 409A.





15.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements. If
Wolstein is a “specified employee” for purposes of Section 409A, as determined under DDR’s
policy for determining specified employees on the Termination Date, each payment, benefit,
or reimbursement paid or provided under this Agreement that constitutes a “deferral of
compensation” within the meaning of Section 409A, that is to be paid or provided as a result
of a
“separation from service” within the meaning of Section 409A, and that would otherwise be
paid or provided at any time (a “Scheduled Time”) that is on or before the date (the “Six
Month Date”) that is exactly six months after the Termination Date (other than payments,
benefits, or



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reimbursements that are treated as separation pay under Section
1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled
Time but will be accumulated (together with interest at the applicable federal rate under
Section 7872(f)(2)(A) of the Code in effect on the Termination Date) through the Six Month
Date and paid or provided during the period of 30 consecutive days beginning on the first
business day after the Six Month Date (that period of 30 consecutive days, the “Seventh
Month after the Termination Date”), except that if Wolstein dies before the Six Month Date,
the payments, benefits, or reimbursements will be accumulated only through the date of his
death and thereafter paid or provided not later than 30 days after the date of death.



15.2 Earlier Payment if Not a Specified Employee. If Wolstein is not a “specified
employee” for purposes of Section 409A, as determined under DDR’s policy for determining
specified employees on the Termination Date, any lump sum payment to be made by DDR to
Wolstein pursuant to any one or more of Sections 8.2(c), 8.2(e),
8.5(c) and 8.5(e) will be made by DDR to Wolstein during the 30-day period
that begins exactly 60 days after the Termination Date rather than during the Seventh Month
after the Termination Date.



15.3 Additional Limitations on Reimbursements and In-Kind Benefits. The
reimbursement of expenses or in-kind benefits provided under Section 8 or under any
other section of this Agreement that are taxable benefits (and that are not disability pay
or death benefit plans within the meaning of Section 409A of the Code) are intended to
comply, to the maximum extent possible, with the exception to Section 409A set forth in
Section 1.409A-1(b)(9)(v) of the Treasury Regulations. To the extent that any reimbursement
of expenses or in-kind benefits provided under Section 8 or under any other section
of this Agreement either do not qualify for that exception, or are provided beyond the
applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations,
then they will be subject to the following additional rules: (i) any reimbursement of
eligible expenses will be paid within 30 days following Wolstein’s written request for
reimbursement; provided that Wolstein provides written notice no later than 60 days before
the last day of the calendar year following the calendar year in which the expense was
incurred so that DDR can make the reimbursement within the time periods required by Section
409A; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided,
during any calendar year will not affect the amount of expenses eligible for reimbursement,
or in-kind benefits to be provided, during any other calendar year; and (iii) the right to
reimbursement or in-kind benefits will not be subject to liquidation or exchange for any
other benefit.



15.4 Compliance Generally. Each payment or reimbursement and the provision of each
benefit under this Agreement shall be considered a separate payment and not one of a series
of payments for purposes of Section 409A. The Board and Wolstein intend that the payments
and benefits provided under this Agreement will either be exempt from the application of, or
comply with, the requirements of Section 409A. This Agreement is to be construed,
administered, and governed in a manner that effects that intent and DDR will not take any
action that is inconsistent with that intent. Without limiting the foregoing, the payments
and benefits provided under this Agreement may not be deferred, accelerated, extended, paid
out, or modified in a manner that would result in the imposition of an additional tax under
Section 409A upon Wolstein.



15.5 Termination of Employment to Constitute a Separation from Service. The
parties intend that the phrase “termination of employment” and words and phrases of similar
import mean a “separation from service” with DDR within the meaning of Section 409A.
Wolstein and DDR will take all steps necessary (including taking into account this
Section 15.5 when considering



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any further agreement regarding provision of services
by Wolstein to DDR after the Termination Date) to ensure that (a) any termination of
employment under this Agreement constitutes a “separation from service” within the meaning
of Section 409A, and (b) the Termination Date is the date on which Wolstein experiences a
“separation from service” within the meaning of Section 409A.


16. Indemnification. DDR will indemnify Wolstein, to the full extent permitted or
authorized by the Ohio General Corporation Law as it may from time to time be amended, if Wolstein
is made or threatened to be made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that
Wolstein is or was a director, officer, or employee of DDR and/or of any Subsidiary, or is or was
serving at the request of DDR and/or of any Subsidiary as a director, trustee, officer, or employee
of a corporation, partnership, joint venture, trust, or other enterprise. The indemnification
provided by this Section 16 will not be deemed exclusive of any other rights to which
Wolstein may be entitled under the articles of incorporation or the regulations of DDR and/or of
any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in Wolstein’s official capacity and as to action in another capacity while
holding such office, and will continue as to Wolstein after Wolstein has ceased to be a director,
trustee, officer, or employee and will inure to the benefit of his heirs, executors, and
administrators. In particular, Wolstein will continue to be entitled to the full benefit of the
indemnification agreement dated April 3, 2009 between Wolstein and DDR (the “Indemnification
Agreement”) for so long as that Indemnification Agreement remains in effect according to its terms.
In the event of any conflict or inconsistency between the provisions of this Section 16
and the provisions of the Indemnification Agreement, the provisions of the Indemnification
Agreement shall control.



17. Certain Expenses. This Section 17 will apply only to expenses that (a) are
otherwise described in one or more of its subsections and (b) are incurred at any time from the
Effective Date through the fifth anniversary of Wolstein’s death.





17.1 Reimbursement of Certain Expenses. DDR will pay, as incurred, all expenses,
including the reasonable fees of counsel engaged by Wolstein, of Wolstein in (a) prosecuting
any action to compel DDR to comply with the terms of this Agreement upon receipt from
Wolstein of an undertaking to repay DDR for such expenses if it is ultimately determined by
a court of competent jurisdiction that Wolstein had no reasonable grounds for bringing such
action or (b) defending any action brought by a party other than Wolstein or his personal
representative to have this Agreement declared invalid or unenforceable.




17.2 Advancement of Certain Expenses. Expenses (including the reasonable fees of
counsel engaged by Wolstein) incurred by Wolstein in defending any action, suit, or
proceeding commenced or threatened against Wolstein for any action or failure to act as an
employee, officer, or director of DDR and/or of any Subsidiary will be paid by DDR, as they
are incurred, in advance of final disposition of the action, suit, or proceeding upon
receipt of an undertaking by or on behalf of Wolstein in which he agrees to reasonably
cooperate with DDR and/or the Subsidiary, as the case may be, concerning the action, suit,
or proceeding, and (a) if the action, suit, or proceeding is commenced or threatened against
Wolstein for any action or failure to act as a director, to repay the amount if it is proved
by clear and convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with
deliberate intent to cause injury to DDR or a Subsidiary or with reckless disregard for the
best interests of DDR or a Subsidiary, or (b) if the action, suit, or proceeding is
commenced or threatened against Wolstein for any action or failure to act as an officer or
employee, to repay the amount if it is ultimately determined that he is not entitled to be
indemnified. The obligation of



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DDR to advance expenses provided for in this Section
17.2 will not be deemed exclusive of any other rights to which Wolstein may be entitled
under the articles of incorporation or the regulations of DDR or of any Subsidiary, or any
agreement, vote of shareholders or disinterested directors, or otherwise.


18. Survival of Obligations. Except as is otherwise expressly provided in this Agreement,
the respective obligations of DDR and Wolstein under this Agreement will survive any termination of
Wolstein’s employment under this Agreement.



19. Notices. Notices and all other communications provided for in this Agreement must be
in writing and will be deemed to have been duly given when delivered in person (to the President of
DDR in the case of notices to DDR and to Wolstein in the case of notices to Wolstein) or mailed by
United States registered mail, return receipt requested, postage prepaid, and addressed, if to DDR,
to its principal place of business, attention: President, and, if to Wolstein, to his home address
last shown on the records of DDR, or to such other address or addresses as either party may furnish
to the other in accordance with this Section 19.



20. Entire Agreement, Certain Prior Arrangements. Except as otherwise set forth below in
this Section 20, this Agreement supersedes in their entirety all prior employment and
change in control agreements between the parties and all understandings between them with respect
to the subject matter of this Agreement, including, without limitation, the Employment Agreement,
dated as of October 15, 2008, by and between DDR and Wolstein and the Change in Control Agreement,
dated as of October 15, 2008, by and between DDR and Wolstein. As provided in Section 16,
Wolstein will continue to be entitled to the full benefit of the Indemnification Agreement for so
long as it remains in effect according to its terms.





20.1 Residual Split-Dollar Obligations. Since 2003, Wolstein has personally
maintained two life insurance policies (the “Policies”) that were initially issued in
connection with a split-dollar agreement between Wolstein and DDR (the “Split-Dollar
Agreement”). DDR paid a total of $1,691,119 in premiums (the “DDR-Paid Premiums”) on the
Policies before July 30, 2002 and, under the terms of the Split-Dollar Agreement, is
entitled to be reimbursed for the DDR-Paid Premiums in full (without interest), either from
the proceeds of the Policies upon Wolstein’s death or upon the surrender of the Policies
during Wolstein’s life. If Wolstein takes any action, or fails to take any action, and the
taking of or the failure to take that action adversely affects DDR’s right to reimbursement
of the DDR-Paid Premiums, DDR will be entitled to set off its right to reimbursement of the
DDR-Paid Premiums against any payments otherwise required to be made by DDR to Wolstein
and/or his assigns under this Agreement. Wolstein hereby authorizes DDR to make inquiries
of the issuers of the Policies from time to time to determine Wolstein’s compliance with the
obligation set forth in the immediately preceding sentence. Wolstein will authorize the
issuers of the Policies to provide information to DDR that is responsive to those inquiries.


21. Mandatory Arbitration Before a Change in Control and To Determine Cause. Section
21.1 will apply if and only if either party notifies the other, in writing, that it is
demanding resolution of a then-current controversy or claim by arbitration and the notice is
provided by the notifying party to the other party before any Change in Control has occurred.
Nothing in this Section 21 will limit the right of DDR to
seek and obtain injunctive relief in a court of equity for any breach or threatened breach by
Wolstein of any of his covenants contained in Section 14 above.





21.1 Scope of Arbitration. If this Section 21.1 applies, any controversy
or claim arising out of or relating to this Agreement or any breach of this Agreement will
be settled by binding arbitration



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to be held before three arbitrators and conducted in
accordance with the Employment Arbitration Rules and Mediation Procedures of the American
Arbitration Association in the City of Cleveland, Ohio. The decision of the arbitrators
will be final and binding on both parties and judgment on any award rendered by the
arbitrators may be entered in any court of competent jurisdiction. Costs and expenses of
any such arbitration will be borne by the parties as may be directed by the arbitrators
taking into account the extent to which the positions taken by each of the parties are
reasonable. The arbitrators will have the power to issue mandatory orders and restraining
orders in connection with any such arbitration.




21.2 Other Disputes. If Section 21.1 does not apply to any claim or
controversy between the parties, the parties may nevertheless, but need not, mutually agree
to submit any controversy or claim to arbitration as though Section 21.1 did apply.
Failing any such mutual agreement, either party may bring proceedings against the other with
respect to any claim or controversy in any court of competent jurisdiction that satisfies
the venue requirements set forth in Section 22.8. Nothing in this Section
21.2 imposes upon either party any obligation to discuss possible arbitration of any
claim or controversy to which Section 21.1 does not apply before bringing any court
proceedings with respect to that claim or controversy.


22. Miscellaneous.





22.1 No Conflict. Wolstein represents and warrants that he is not a party to any
agreement, contract, or understanding, whether employment or otherwise, that would restrict
or prohibit him from undertaking or performing employment in accordance with the terms and
conditions of this Agreement.




22.2 Assistance. During the term of this Agreement and thereafter, Wolstein will
provide reasonable assistance to DDR in litigation and regulatory matters that relate to
events that occurred during Wolstein’s period of employment with DDR and its predecessors,
and will provide reasonable assistance to DDR with matters relating to its corporate history
from the period of Wolstein’s employment with it or its predecessors. Wolstein will be
entitled to reimbursement of reasonable out-of-pocket travel or related costs and expenses
relating to any such cooperation or assistance that occurs following the Termination Date.




22.3 Severability. The provisions of this Agreement are severable and if any one
or more provision is determined to be illegal or otherwise unenforceable, in whole or in
part, the remaining provisions and any partially unenforceable provision to the extent
enforceable in any jurisdiction nevertheless will be binding and enforceable.




22.4 Benefit of Agreement. The rights and obligations of DDR under this Agreement
will inure to the benefit of, and will be binding on, DDR and its successors and assigns,
and the rights and obligations (other than obligations to perform services) of Wolstein
under this Agreement will inure to the benefit of, and will be binding upon, Wolstein and
his heirs, personal representatives, and assigns.




22.5 No Waiver. The failure of either party to enforce any provision or provisions
of this Agreement will not in any way be construed as a waiver of any such provision or
provisions as to any future violations thereof, nor prevent that party from later enforcing
each and every other provision of this Agreement. The rights granted the parties in this
Agreement are cumulative and the waiver of any single remedy will not constitute a waiver of
that party’s right to assert all other legal remedies available to it under the
circumstances.



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22.6 Modification. This Agreement may not be modified or terminated orally. No
modification or termination will be valid unless in writing and signed by the party against
which the modification or termination is sought to be enforced.




22.7 Merger or Transfer of Assets of DDR. During the Contract Period while
Wolstein is employed by DDR, DDR will not consolidate with or merge into any other
corporation, or transfer all or substantially all of its assets to another corporation,
unless such other corporation assumes this Agreement in a signed writing and delivers a copy
thereof to Wolstein, which signed writing may consist of the merger or sale agreement, or
similar document. Upon any such assumption, the successor corporation will become obligated
to perform the obligations of DDR under this Agreement, and the terms “DDR” and the
“Company,” as used in this Agreement, will be deemed to refer to that successor corporation,
and the term “the Board” as used in this Agreement will be deemed to refer to the board of
directors of that successor corporation.




22.8 Governing Law and Venue. The provisions of this Agreement will be governed by
and construed in accordance with the laws of the State of Ohio applicable to contracts made
in and to be performed exclusively within that State, notwithstanding any conflict of law
provision to the contrary. Subject to the mandatory arbitration provisions of Section
21, the parties consent to venue and personal jurisdiction over them in the courts of
the State of Ohio and federal courts sitting in Cleveland, Ohio, for purposes of construing
and enforcing this Agreement.


23. Definitions.





23.1 Award Shares. The term “Award Shares” has the meaning set forth for such term
in the Value Sharing Equity Program.




23.2 Cash Payments. The term “Cash Payments” has the meaning set forth for such
term in the Value Sharing Equity Program.




23.3 Cause. The term “Cause” has the meaning set forth in Section 7.2.




23.4 Change in Control. The term “Change in Control” means the occurrence, during
the Contract Period while Wolstein is employed by DDR, of any of the following:




(a) consummation of a consolidation or merger in which DDR is not the surviving
corporation, the sale of substantially all of the assets of DDR, or the liquidation
or dissolution of DDR;




(b) any person or other entity (other than DDR or a Subsidiary or any DDR employee
benefit plan (including any trustee of any such plan acting in its capacity as
trustee)) purchases any Shares (or securities convertible into Shares) pursuant to a
tender or exchange offer without the prior consent of the Board, or becomes the
beneficial owner
of securities of DDR representing 30% or more of the voting power of DDR’s
outstanding securities without the prior consent of the Board; or




(c) during any two-year period, individuals who at the beginning of such period
constitute the entire Board cease to constitute a majority of the Board;
provided, that any person becoming a director of DDR during such two-year
period whose election, or nomination for election by DDR’s shareholders, was
approved by a vote of at least two-thirds of the directors who at the beginning of
such period constituted the entire Board



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(either by a specific vote or by approval
of DDR’s proxy statement in which such person is named as a nominee of DDR for
director), but excluding for this purpose any person whose initial assumption of
office as a director of DDR occurs as a result of either an actual or threatened
election contest with respect to the election or removal of directors of DDR or
other actual or threatened solicitation of proxies or consents by or on behalf of an
individual, corporation, partnership, group, associate or other entity or person
other than the Board, shall be, for purposes of this Section 23.4(c),
considered as though such person was a member of the Board at the beginning of such
period.




23.5 Committee. The term “Committee” means the Executive Compensation Committee of
the Board of the Company or any other committee or subcommittee authorized by the Board to
discharge the Board’s responsibilities relating to the compensation of the Company’s
executives and directors.




23.6 Fair Market Value. The term “Fair Market Value” means, as of a given date (in
order of applicability): (a) the closing price of a Share on the principal exchange on
which the Shares are then trading, if any, on such date, or if Shares were not traded on
such date, then on the next preceding trading day during which a sale occurred; (b) if
Shares are not then traded on an exchange, the mean between the closing representative bid
and asked prices for Shares on such date as reported by a national quotation system; (c) if
Shares are not traded on an exchange and not quoted on a national quotation system, the mean
between the closing bid and asked prices for Shares, on such date, as determined in good
faith by the Committee; or (d) if Shares are not publicly traded, the fair market value
established by the Committee acting in good faith and in accordance with the applicable
requirements of Section 409A and the regulations promulgated thereunder.




23.7 Good Reason. The term “Good Reason” has the meaning set forth in Section
7.3.




23.8 Internal Revenue Code. The term “Internal Revenue Code” means the Internal
Revenue Code of 1986, as amended.




23.9 Notice of Grant. The term “Notice of Grant” has the meaning set forth for
such term in the Value Sharing Equity Program.




23.10 Section. References in this Agreement to one or more “Sections” are to
sections of this Agreement, except for references to Section 409A, which are references to
that section of the Internal Revenue Code.




23.11 Section 409A. The term “Section 409A” means Section 409A of the Internal
Revenue Code. References in this Agreement to Section 409A are intended to include any
proposed, temporary, or final regulations, or any other guidance, promulgated with respect
to Section 409A by the U.S. Department of Treasury or the Internal Revenue Service.




23.12 Shares. The term “Shares” means the Common Shares, par value $0.10 per
share, of DDR.




23.13 Subsidiary. The term “Subsidiary” means any corporation, partnership, or
other entity a majority of the voting control of which is directly or indirectly owned or
controlled by DDR.



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23.14 Termination Date. The term “Termination Date” means the date on which
Wolstein’s employment with DDR and its Subsidiaries terminates.




23.15 Triggering Event. A “Triggering Event” for the purpose of this Agreement
will be deemed to have occurred if, during the Contract Period while Wolstein is employed by
DDR:




(a) Within three years after the date on which a Change in Control occurs, the
Board terminates the employment of Wolstein, other than in the case of a termination
for Cause, a termination by the Board pursuant to Section 7.1 following
Wolstein’s disability, or a termination based on death;




(b) Within three years after the date on which a Change in Control occurs, the
Board reduces Wolstein’s title, responsibilities, power, or authority in comparison
with his title, responsibilities, power, or authority at the time of the Change in
Control and Wolstein thereafter terminates his employment with DDR within such
three-year period;




(c) Within three years after the date on which a Change in Control occurs, the
Board assigns Wolstein duties which are inconsistent with the duties assigned to
Wolstein on the date on which the Change in Control occurred and which duties the
Board persists in assigning to Wolstein despite the prior written objection of
Wolstein and Wolstein thereafter terminates his employment with DDR within such
three-year period;




(d) Within three years after the date on which a Change in Control occurs, the
Board (i) reduces Wolstein’s base compensation, his incentive opportunity bonus
percentages of salary, his group health, life, disability, or other insurance
programs (including any such benefits provided to Wolstein’s family), his pension,
retirement, or profit-sharing benefits or any benefits provided by any of DDR’s
equity-based award plans, or any substitute therefor, (ii) establishes criteria and
factors to be achieved for the payment of bonus compensation that are substantially
different than the criteria and factors established for other similar executive
officers of DDR, (iii) fails to pay Wolstein any bonus compensation to which
Wolstein is entitled through the achievement of the criteria and factors established
for the payment of such bonus, or (iv) excludes Wolstein from any plan, program, or
arrangement in which the other executive officers of DDR are included and Wolstein
thereafter terminates his employment with DDR within such three-year period; or




(e) Within three years after the date on which a Change in Control occurs, the
Board requires Wolstein to be based at or generally work from any location more than
fifty miles from the geographical center of Cleveland, Ohio and Wolstein thereafter
terminates his employment with DDR within such three-year period.




23.16 Undelivered Award Shares. The term “Undelivered Award Shares” has the meaning
set forth for such term in the Value Sharing Equity Program.



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IN WITNESS WHEREOF, DDR and Wolstein have executed this Agreement, DDR by its duly authorized
President, as of the date first written above.




	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY 

CORPORATION

 	 
	 	By:  	/s/ Daniel B. Hurwitz
 	 
	 	 	Daniel B. Hurwitz, President 	 
	 	 	 	 
	 	 	 
	 	      /s/ Scott A. Wolstein
 	 
	 	SCOTT A. WOLSTEIN 	 
	 	 	 



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EXHIBIT A




ANNUAL CASH BONUS OPPORTUNITY

AS A PERCENTAGE OF YEAR-END BASE SALARY





	 	 	 	 	 
	Threshold	 	Target	 	Maximum
	 	 	 	 	 
	250%
	 	375%
	 	500%








PERFORMANCE METRICS AND RELATIVE WEIGHTING

FOR 2009 ANNUAL CASH BONUS OPPORTUNITY




	 	 	 	 	 
	Performance Metric	 	Relative Weighting
	 
	 	 	 	 
	Annual Budget Performance
	 	 	1/3	 
	 
	 	 	 	 
	Relative Total Shareholder Return
	 	 	1/3	 
	 
	 	 	 	 
	Strategic Objectives
	 	 	1/3	 






 









 






EXHIBIT B




DEVELOPERS DIVERSIFIED REALTY CORPORATION




Summary of Value Sharing Equity Program




     The Developers Diversified Realty Corporation Value Sharing Equity Program (the “Program”)
operates in conjunction with the Amended and Restated 2008 Developers Diversified Realty
Corporation Equity-Based Award Plan, as amended and restated (or any other equity plan adopted by
the Company) (the “Equity Plan”), and is designed to allow the Company to reward participants with
a portion of “Value Created” (as described below) through the grant of awards under the Equity
Plan.



     On six specified measurement dates, the Company will measure the Value Created during the
period between the start of the Program and the applicable measurement date. Value Created is
measured as the increase in the Company’s market capitalization (i.e., the product of the Company’s
share price and the number of shares outstanding as of the measurement date), as adjusted for any
equity issuances or equity repurchases, between the start of the Program and the applicable
measurement date.



     Each participant will be assigned a “percentage share” of the Value Created (e.g. 0.7250% of
the Value Created). After the first measurement date, each participant will receive a number of
Company shares with an aggregate value equal to two-sevenths of the participant’s percentage share
of the Value Created. After each of the next four measurement dates, each participant will receive
a number of Company shares with an aggregate value equal to three-sevenths, then four-sevenths,
then five-sevenths, and then six-sevenths, respectively, of the participant’s percentage share of
the Value Created. After the final measurement date, each participant will receive a number of
Company shares with an aggregate value equal to the participant’s full percentage share of the
Value Created. For each measurement date, however, the number of Company shares awarded to a
participant will be reduced by the number of Company shares previously earned by the participant as
of prior measurement dates. This will keep the participants from benefiting more than once for
increases in the Company’s share price that occurred during earlier measurement periods.



     The Company shares granted to a participant will then be subject to an additional time-based
vesting period. During this period, Company shares will generally vest in 20% annual increments
beginning on the date of grant and on each of the first four anniversaries of the date of grant,
subject in general to accelerated vesting upon the participant’s death or disability during the
vesting period, or to continued vesting if required under certain executive employment agreements
or for a termination of the participant’s employment without cause.



     The Program and the Company shares granted under the Program will be subject to the terms of
the Equity Plan. Therefore, the number of Company shares granted under the Program cannot exceed
the aggregate number of shares available for issuance under the Equity Plan. The Program, however,
provides for cash payments to be made to participants if the number of shares they earn exceeds the
Equity Plan’s limit on the number of shares available for awards. Likewise, under the Equity Plan,
a participant will be limited in terms of being paid out Company shares in excess of an annual
award limit set forth in the Equity Plan. The Program therefore allows participants to carry over
to the following calendar year any earned Company shares that exceed this annual individual limit.



     In the event that a Change in Control (as defined in the Program) occurs before the Program’s
final measurement date, the date of the Change in Control will be deemed a measurement date and
each



 









 




participant will be entitled to receive a final award for the Value Created as of the date of the
Change in Control. Participants will also be entitled to receive a pro rata award if they die,
become disabled or are terminated without cause during the Program. Participants will generally
forfeit their awards if their employment with the Company is otherwise terminated.




Value Sharing Opportunity




Mr. Wolstein has received a Value Sharing Opportunity under the Program of 0.7250% (72.50 basis
points).