Exhibit 10.1




Exhibit
10.1

 

INDEMNIFICATION
AGREEMENT

 




THIS
INDEMNIFICATION AGREEMENT is made and entered into this ____ day of __________,
200__ ("Agreement"), by and between Equity One, Inc., a Maryland corporation
(the "Company"), and     
("Indemnitee").

 

WHEREAS,
at the request of the Company, Indemnitee currently serves as a [director] [officer] of the
Company and may, therefore, be subjected to claims, suits or proceedings arising
as a result of his service; and

 

WHEREAS,
as an inducement to Indemnitee to continue to serve as such [director] [officer], the
Company has agreed to indemnify and to advance expenses and costs incurred by
Indemnitee in connection with any such claims, suits or proceedings, to the
maximum extent permitted by law; and

 

WHEREAS,
the parties by this Agreement desire to set forth their agreement regarding
indemnification and advance of expenses;

 

NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:

 

Section
1.  Definitions. For
purposes of this Agreement:

 

(a)  "Change
in Control" means a change in control of the Company occurring after the
Effective Date of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934, as amended (the "Act"), whether or not the Company is then subject to
such reporting requirement; provided, however, that, without limitation, such a
Change in Control shall be deemed to have occurred if after the Effective Date
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing 15% or more of
the combined voting power of the Company's then outstanding securities without
the prior approval of at least two-thirds of the members of the Board of
Directors in office immediately prior to such person attaining such percentage
interest; (ii) there occurs a proxy contest, or the Company is a party to a
merger, consolidation, sale of assets, plan of liquidation or other
reorganization not approved by at least two-thirds of the members of the Board
of Directors then in office, as a consequence of which members of the Board of
Directors in office immediately prior to such transaction or event constitute
less than a majority of the Board of Directors thereafter; or (iii) during any
period of two consecutive years, other than as a result of an event described in
clause (a)(ii) of this Section 1, individuals who at the beginning of such
period constituted the Board of Directors (including for this purpose any new
director whose election or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period) cease for any reason
to constitute at least a majority of the Board of Directors.

 

 







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(b)  "Corporate
Status" means the status of a person who is or was a director, trustee, officer,
employee or agent of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise for which such person
is or was serving at the request of the Company.

 

(c)  "Disinterested
Director" means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by
Indemnitee.

 

(d)  "Effective
Date" means the date set forth in the first paragraph of this
Agreement.

 

(e)  "Expenses"
shall include all reasonable and out-of-pocket attorneys' fees, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
Proceeding. 

 

(f)  
"Independent Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither is, nor in the past five
years has been, retained to represent: (i) the Company or Indemnitee in any
matter material to either such party, or (ii) any other party to or witness in
the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement. If a Change of Control has not occurred, Independent Counsel shall be
selected by the Board of Directors, with the approval of Indemnitee, which
approval will not be unreasonably withheld. If a Change of Control has occurred,
Independent Counsel shall be selected by Indemnitee, with the approval of the
Board of Directors, which approval will not be unreasonably withheld.


 

(g)  "Proceeding"
includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing or
any other proceeding, whether civil, criminal, administrative or investigative
(including on appeal), except one pending or completed on or before the
Effective Date, unless otherwise specifically agreed in writing by the Company
and Indemnitee.

 

Section
2.  Services
by Indemnitee.
Indemnitee will serve as a [director] [officer] of the
Company. However, this Agreement shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or commitments of the parties,
if any.

 

Section
3.  Indemnification
- General. The
Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in
this Agreement and (b) otherwise to the maximum extent permitted by Maryland law
in effect on the date hereof and as amended from time to time; provided,
however, that no change in Maryland law shall have the effect of reducing the
benefits available to Indemnitee hereunder based on Maryland law as in effect on
the date hereof. The rights of Indemnitee provided in this Section 3 shall
include, without limitation, the rights set forth in the other sections of this
Agreement, including any additional indemnification permitted by Section
2-418(g) of the Maryland General Corporation Law (“MGCL”).

 









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Section
4.  Proceedings
Other Than Proceedings by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4 if, by reason of his Corporate Status, he is, or is threatened to be,
made a party to or a witness in any threatened, pending, or completed
Proceeding, other than a Proceeding by or in the right of the Company. Pursuant
to this Section 4, Indemnitee shall be indemnified against all judgments,
penalties, fines and amounts paid in settlement and all Expenses actually and
reasonably incurred by him or on his behalf in connection with a Proceeding by
reason of his Corporate Status unless it is established that (i) the act or
omission of Indemnitee was material to the matter giving rise to the Proceeding
and (a) was committed in bad faith or (b) was the result of active and
deliberate dishonesty, (ii) Indemnitee actually received an improper personal
benefit in money, property or services, or (iii) in the case of any criminal
Proceeding, Indemnitee had reasonable cause to believe that his conduct was
unlawful.

 

Section
5.  Proceedings
by or in the Right of the Company.
Indemnitee shall be entitled to the rights of indemnification provided in this
Section 5 if, by reason of his Corporate Status, he is, or is threatened to be,
made a party to or a witness in any threatened, pending or completed Proceeding
brought by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 5, Indemnitee shall be indemnified against all amounts
paid in settlement and all Expenses actually and reasonably incurred by him or
on his behalf in connection with such Proceeding unless it is established that
(i) the act or omission of Indemnitee was material to the matter giving rise to
such a Proceeding and (a) was committed in bad faith or (b) was the result of
active and deliberate dishonesty or (ii) Indemnitee actually received an
improper personal benefit in money, property or services.

 

Section
6.  Court-Ordered
Indemnification.
Notwithstanding any other provision of this Agreement, a court of appropriate
jurisdiction, upon application of Indemnitee and such notice as the court shall
require, may order indemnification in the following circumstances:

 

(a)  if it
determines Indemnitee is entitled to reimbursement under Section 2-418(d)(1) of
the MGCL, the court shall order indemnification, in which case Indemnitee shall
be entitled to recover the expenses of securing such reimbursement;
or

 

(b)  if it
determines that Indemnitee is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not Indemnitee
(i) has met the standards of conduct set forth in Section 2-418(b) of the
MGCL or (ii) has been adjudged liable for receipt of an improper personal
benefit under Section 2-418(c) of the MGCL, the court may order such
indemnification as the court shall deem proper. However, indemnification with
respect to any Proceeding by or in the right of the Company or in which
liability shall have been adjudged in the circumstances described in
Section 2-418(c) of the MGCL shall be limited to Expenses actually and
reasonably incurred by him or on his behalf in connection with a
Proceeding.

 









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Section
7.  Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.
Notwithstanding any other provision of this Agreement, and without limiting any
such provision, to the extent that Indemnitee is, by reason of his Corporate
Status, made a party to and is successful, on the merits or otherwise, in the
defense of any Proceeding, he shall be indemnified for all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee under this
Section 7 for all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter,
allocated on a reasonable and proportionate basis. For purposes of this Section
and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

 

Section8.  Advance
of Expenses. The
Company shall advance all reasonable Expenses actually and reasonably incurred
by or on behalf of Indemnitee in connection with any Proceeding (other than a
Proceeding brought to enforce indemnification under this Agreement, applicable
law, the Charter or Bylaws of the Company, any agreement or a resolution of the
stockholders entitled to vote generally in the election of directors or of the
Board of Directors) to which Indemnitee is, or is threatened to be, made a party
or a witness, within ten days after the receipt by the Company of a statement or
statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by a written
affirmation by Indemnitee of Indemnitee's good faith belief that the standard of
conduct necessary for indemnification by the Company as authorized by law and by
this Agreement has been met and a written undertaking by or on behalf of
Indemnitee, in substantially the form attached hereto as Exhibit
A or in
such form as may be required under applicable law as in effect at the time of
the execution thereof, to reimburse the portion of any Expenses advanced to
Indemnitee relating to claims, issues or matters in the Proceeding as to which
it shall ultimately be established that the standard of conduct has not been met
and which have not been successfully resolved as described in Section 7. To the
extent that Expenses advanced to Indemnitee do not relate to a specific claim,
issue or matter in the Proceeding, such Expenses shall be allocated on a
reasonable and proportionate basis. The undertaking required by this Section 8
shall be an unlimited general obligation by or on behalf of Indemnitee and shall
be accepted without reference to Indemnitee’s financial ability to repay such
advanced Expenses and without any requirement to post security
therefor.

 

Section
9.  Procedure
for Determination of Entitlement to Indemnification.

 

(a)  To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to
indemnification. The Secretary of the Company shall, promptly upon receipt of
such a request for indemnification, advise the Board of Directors in writing
that Indemnitee has requested indemnification.

 









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(a)  Upon
written request by Indemnitee for indemnification pursuant to the first sentence
of Section 9(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee's entitlement thereto shall promptly be made in the
specific case: (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee; or (ii) if a Change of Control shall not have occurred,
(A) by the Board of Directors (or a duly authorized committee thereof) by a
majority vote of a quorum consisting of Disinterested Directors (as herein
defined), or (B) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, such quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to Indemnitee, or
(C) if so directed by a majority of the members of the Board of Directors, by
the stockholders of the Company. If it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall cooperate with the person, persons or
entity making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination in the
discretion of the Board of Directors or Independent Counsel if retained pursuant
to clause (ii)(B) of this Section 9. Any Expenses actually and reasonably
incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee's entitlement to indemnification) and the Company
shall indemnify and hold Indemnitee harmless therefrom.

 

Section
10.  Presumptions
and Effect of Certain Proceedings.

 

(a)  In making
a determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 9(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination contrary to that
presumption.

 

(b)  The
termination of any Proceeding by judgment, order, settlement, conviction, a plea
of nolo contendere or its
equivalent, or an entry of an order of probation prior to judgment, does not
create a presumption that Indemnitee did not meet the requisite standard of
conduct described herein for indemnification.


 

Section
11.  Remedies
of Indemnitee.

 

(a)  If (i) a
determination is made pursuant to Section 9 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advance of Expenses
is not timely made pursuant to Section 8 of this Agreement, (iii) no
determination of entitlement to indemnification shall have been made pursuant to
Section 9(b) of this Agreement within 90 days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 7 of this Agreement within ten days after receipt by the
Company of a written request therefor, or (v) payment of indemnification is not
made within ten days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to an adjudication in
an appropriate court located in the State of Maryland, or in any other court of
competent jurisdiction, of his entitlement to such indemnification or advance of
Expenses. Alternatively, Indemnitee, at his option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall
commence such proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which Indemnitee first has the right to
commence such proceeding pursuant to this Section 11(a); provided, however, that
the foregoing clause shall not apply to a proceeding brought by Indemnitee to
enforce his rights under Section 7 of this Agreement.

 










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(b)  In any
judicial proceeding or arbitration commenced pursuant to this Section 11 the
Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advance of Expenses, as the case may be.

 

(c)  If a
determination shall have been made pursuant to Section 9(b) of this Agreement
that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 11, absent a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not
materially misleading, in connection with the request for
indemnification.

 

(d)  In the
event that Indemnitee, pursuant to this Section 11, seeks a judicial
adjudication of or an award in arbitration to enforce his rights under, or to
recover damages for breach of, this Agreement, Indemnitee shall be entitled to
recover from the Company, and shall be indemnified by the Company for, any and
all Expenses actually and reasonably incurred by him in such judicial
adjudication or arbitration. If it shall be determined in such judicial
adjudication or arbitration that Indemnitee is entitled to receive part but not
all of the indemnification or advance of Expenses sought, the Expenses incurred
by Indemnitee in connection with such judicial adjudication or arbitration shall
be appropriately prorated.

 

Section
12.  Defense
of the Underlying Proceeding.

 

(a)  Indemnitee
shall notify the Company promptly upon being served with or receiving any
summons, citation, subpoena, complaint, indictment, information, notice, request
or other document relating to any Proceeding which may result in the right to
indemnification or the advance of Expenses hereunder; provided, however, that
the failure to give any such notice shall not disqualify Indemnitee from the
right, or otherwise affect in any manner any right of Indemnitee, to
indemnification or the advance of Expenses under this Agreement unless the
Company’s ability to defend in such Proceeding or to obtain proceeds under any
insurance policy is materially and adversely prejudiced thereby, and then only
to the extent the Company is thereby actually so prejudiced.

 

(b)  Subject
to the provisions of the last sentence of this Section 12(b) and of Section
12(c) below, the Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to indemnification hereunder; provided, however,
that the Company shall notify Indemnitee of any such decision to defend within
15 calendar days following receipt of notice of any such Proceeding under
Section 12(a) above. The Company shall not, without the prior written consent of
Indemnitee, which shall not be unreasonably withheld or delayed, consent to the
entry of any judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee or (ii) does
not include, as an unconditional term thereof, the full release of Indemnitee
from all liability in respect of such Proceeding, which release shall be in form
and substance reasonably satisfactory to Indemnitee. This Section 12(b) shall
not apply to a Proceeding brought by Indemnitee under Section 11 above or
Section 18 below.

 









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(b)  Notwithstanding
the provisions of Section 12(b) above, if in a Proceeding to which Indemnitee is
a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee reasonably
concludes, based upon an opinion of counsel approved by the Company, which
approval shall not be unreasonably withheld, that he may have separate defenses
or counterclaims to assert with respect to any issue which may not be consistent
with other defendants in such Proceeding, (ii) Indemnitee reasonably concludes,
based upon an opinion of counsel approved by the Company, which approval shall
not be unreasonably withheld, that an actual or apparent conflict of interest or
potential conflict of interest exists between Indemnitee and the Company, or
(iii) if the Company fails to assume the defense of such Proceeding in a timely
manner, Indemnitee shall be entitled to be represented by separate legal counsel
of Indemnitee’s choice, subject to the prior approval of the Company, which
shall not be unreasonably withheld, at the expense of the Company. In addition,
if the Company fails to comply with any of its obligations under this Agreement
or in the event that the Company or any other person takes any action to declare
this Agreement void or unenforceable, or institutes any Proceeding to deny or to
recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s
choice, subject to the prior approval of the Company, which shall not be
unreasonably withheld, at the expense of the Company (subject to Section 11(d)),
to represent Indemnitee in connection with any such matter.

 

Section
13.  Non-Exclusivity;
Survival of Rights; Subrogation; Insurance.

 

(a)  The
rights of indemnification and advance of Expenses as provided by this Agreement
shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Charter or Bylaws of the Company, any
agreement or a resolution of the stockholders entitled to vote generally in the
election of directors or of the Board of Directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his Corporate Status prior to such
amendment, alteration or repeal.

 

(b)  In the
event of any payment under this Agreement, the Company shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.

 









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Section
14.   Insurance.
The
Company will use its reasonable best efforts to acquire directors and officers
liability insurance, on terms and conditions deemed appropriate by the Board of
Directors of the Company, with the advice of counsel, covering Indemnitee or any
claim made against Indemnitee for service as a director or officer of the
Company and covering the Company for any indemnification or advance of Expenses
made by the Company to Indemnitee for any claims made against Indemnitee for
service as a director or officer of the Company. Without in any way limiting any
other obligation under this Agreement, the Company shall indemnify Indemnitee
for any payment by Indemnitee arising out of the amount of any deductible or
retention and the amount of any excess of the aggregate of all judgments,
penalties, fines, settlements and reasonable Expenses actually and reasonably
incurred by Indemnitee in connection with a Proceeding over the coverage of any
insurance referred to in the previous sentence.

 

Section
15.  Indemnification
for Expenses of a Witness.
Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee is or may be, by reason of his Corporate Status, a witness in any
Proceeding, whether instituted by the Company or any other party, and to which
Indemnitee is not a party but in which the Indemnitee receives a subpoena to
testify, he shall be advanced all reasonable Expenses and indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

 

Section
16.  Duration
of Agreement; Binding Effect.

 

(a)  This
Agreement shall continue until and terminate ten years after the date that
Indemnitee's Corporate Status shall have ceased; provided, that the rights of
Indemnitee hereunder shall continue until the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advance of Expenses hereunder and of any proceeding commenced
by Indemnitee pursuant to Section 11 of this Agreement relating
thereto.

 

(b)  The
indemnification and advance of Expenses provided by, or granted pursuant to,
this Agreement shall be binding upon and be enforceable by the parties hereto
and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as
to an Indemnitee who has ceased to be a director, trustee, officer, employee or
agent of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the written request of the Company, and shall inure to the benefit of
Indemnitee and his spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.

 

(c)  The
Company shall require and cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all, substantially all or a
substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken
place.

 









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Section
17.  Severability. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.

 

Section
18.  Exception
to Right of Indemnification or Advance of Expenses.
Notwithstanding any other provision of this Agreement, Indemnitee shall not be
entitled to indemnification or advance of Expenses under this Agreement with
respect to any Proceeding brought by Indemnitee, unless (a) the Proceeding is
brought to enforce indemnification under this Agreement, and then only to the
extent in accordance with and as authorized by Sections 8 and 11 of this
Agreement, or (b) the Company’s Bylaws, as amended, the Charter, a resolution of
the stockholders entitled to vote generally in the election of directors or of
the Board of Directors or an agreement approved by the Board of Directors to
which the Company is a party expressly provide otherwise.

 

Section
19.  Identical
Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. One such counterpart signed by the party
against whom enforceability is sought shall be sufficient to evidence the
existence of this Agreement.

 

Section
20.  Headings. The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

 

Section
21.  Modification
and Waiver. No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.

 

Section
22.  Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom said notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so
mailed:

 









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(a)  If to
Indemnitee, to: The address set forth on the signature page hereto.

 

(b)  If to the
Company to:

 

Equity
One, Inc. 

1696 N.E.
Miami Gardens Drive

North
Miami Beach, Florida 33179

Attn:
General Counsel




or to
such other address as may have been furnished to Indemnitee by the Company or to
the Company by Indemnitee, as the case may be.




Section
23.  Governing
Law. The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Maryland, without regard
to its conflicts of laws rules.

 

Section
24.  Miscellaneous. Use of
the masculine pronoun shall be deemed to include usage of the feminine pronoun
where appropriate.

 




 

[SIGNATURE
PAGE FOLLOWS]

 

 

 

 

 

 

 

 

 








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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above written.

ATTEST:                                                        
EQUITY ONE, INC.

 

 

_________________________                     
By:  ___________________________ (SEAL)

Name:

Title:

 

 

WITNESS:                                                     
INDEMNITEE

 

 

_________________________                     
____________________________________

Name:

Address:

 

 

 

 

 

 







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EXHIBIT
A

FORM OF
UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of Equity One, Inc.

 

Re:  Undertaking to Repay Expenses
Advanced

 

Ladies and Gentlemen:

 

This undertaking is being provided pursuant to
that certain Indemnification Agreement dated the ___ day of ______________,
200__, by and between Equity One, Inc. (the "Company") and the undersigned
Indemnitee (the "Indemnification Agreement"), pursuant to which I am entitled to
advance of expenses in connection with [Description of Proceeding] (the
"Proceeding").

Terms used herein and not otherwise defined
shall have the meanings specified in the Indemnification Agreement.

I am subject to the Proceeding by reason of my
Corporate Status or by reason of alleged actions or omissions by me in such
capacity.  I hereby affirm that at all times, insofar as I was involved as
[a director] [an officer] of the Company, in any of the facts or
events giving rise to the Proceeding, I (1) acted in good faith and honestly,
(2) did not receive any improper personal benefit in money, property or services
and (3) in the case of any criminal proceeding, had no reasonable cause to
believe that any act or omission by me was unlawful.

In consideration of the advance of Expenses by
the Company for reasonable attorneys' fees and related expenses incurred by me
in connection with the Proceeding (the "Advanced Expenses"), I hereby agree that
if, in connection with the Proceeding, it is established that (1) an act or
omission by me was material to the matter giving rise to the Proceeding and (a)
was committed in bad faith or (b) was the result of active and deliberate
dishonesty or (2) I actually received an improper personal benefit in money,
property or services or (3) in the case of any criminal proceeding, I had
reasonable cause to believe that the act or omission was unlawful, then I shall
promptly reimburse the portion of the Advanced Expenses relating to the claims,
issues or matters in the Proceeding as to which the foregoing findings have been
established and which have not been successfully resolved as described in
Section 7 of the Indemnification Agreement.  To the extent that Advanced
Expenses do not relate to a specific claim, issue or matter in the Proceeding, I
agree that such Expenses shall be allocated on a reasonable and proportionate
basis.  

           
IN WITNESS WHEREOF, I have executed this Affirmation and Undertaking on this
___ day of ____________________, 200__.

 

 

WITNESS:

____________________________                           
_____________________________(SEAL)