Exhibit 10.1
    

    
      

      RAMCO-GERSHENSON, INC.
31500 Northwestern Hwy., Suite 300
Farmington
      Hills, Michigan  48334
    

    
      

      February 16, 2010
    

    
      

      Mr. Gregory Andrews
2440 Lincoln Avenue
Miami, Florida 33133
    

    
      Dear Gregory:
    

    
                This letter states our agreement with respect to your
      employment with Ramco-Gershenson Properties Trust, or its subsidiary
      Ramco-Gershenson, Inc. (collectively, the “Trust”).
    

    
                1.        Your
      Employment Duties and Responsibilities.  During the “Term” (as
      defined in paragraph 2 below), you will initially be employed by the
      Trust as its Executive Vice President of Finance, with the expectation
      that you will be promoted to the position of Executive Vice President
      and Chief Financial Officer no later than April, 2010.  You will devote
      substantially all of your full working time and attention, as well as
      your best efforts, to such position.  After your promotion, you will
      report to the Chief Executive Officer of the Trust and will have such
      authority and responsibilities and perform such duties for the Trust as
      are generally consistent with those of the chief financial officer of a
      publicly traded real estate investment trust or may from time to time be
      established by the Chief Executive Officer of the Trust in his
      reasonable judgment.
    

    
                2.        Term.  The
      term of your employment under this Agreement (the “Term”) will begin on
      the date hereof, with the understanding you will not be required to work
      on a full-time basis until March 1, 2010, and will continue, subject to
      the termination provisions set forth in paragraph 5 below, until
      December 31, 2013.  The Term shall automatically renew for successive
      one-year periods thereafter unless the Trust gives you written notice 30
      days prior to the end of the then-current Term of its intent to allow
      the Term to expire.  Upon the termination of your employment, you will
      be entitled to the termination benefits set forth in paragraph 6 below.
    

    
                3.        Compensation.
    

    
                          (a)       Your initial base salary shall be at the
      annual rate of $360,000 payable in accordance with the Trust’s standard
      payroll procedures.  Your base salary will be reviewed annually on a
      time frame consistent with the review of other executive employees, but
      except for decreases consistent with those applicable to the Trust’s
      executive officers generally, in no event shall your base salary be
      lower than the prior base salary paid to you by the Trust or your
      initial base salary.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                           (b)       You will also be eligible to participate
      in any Short Term Incentive Plan (“STIP”) generally available to
      executive officers of the Trust.  Your STIP target potential for 2010
      will not be less than 60% of your base salary.
    

    
                           (c)       You will also be eligible to participate
      in any Long Term Incentive Plan (“LTIP”) generally available to
      executive officers of the Trust.  Your LTIP target potential for 2010
      will not be less than 90% of your base salary.
    

    
                           (d)       On the date of this Agreement, you will
      be granted a nonqualified option to purchase 75,000 shares of beneficial
      interest of the Trust.  On or about March 1, 2010, you will receive a
      grant of 20,000 restricted shares of beneficial interest of the
      Trust.  Each such grant will vest in three equal annual installments on
      the first three anniversaries of the grant date and each will be
      pursuant to the Trust’s 2009 Omnibus Long-Term Incentive Plan and
      consistent with the terms of restricted share and stock option awards to
      Trust executives.
    

    
                4.        Fringe
      Benefits.
    

    
                          (a)       In addition to your other compensation,
      during the Term you will be entitled to receive from the Trust the same
      fringe benefits, including medical, dental, disability and life
      insurance, as are generally made available from time to time to other
      executive officers of the Trust.  In addition, during the Term your
      appropriate business expenses will be reimbursed in accordance with the
      Trust’s policies and procedures.  You will be entitled to at least four
      weeks of paid vacation annually.  During the Term, the Trust agrees to
      pay your full individual membership dues, or corporate membership dues
      that provide you the privileges of individual membership, for the
      National Association of Real Estate Investment Trusts, the International
      Council of Shopping Centers, and the Urban Land Institute.  You agree to
      participate to the extent practicable and consistent with your other
      duties in the activities of such organizations for the benefit of the
      Trust.
    

    
                          (b)       You will be responsible for payment of
      applicable taxes on the compensation and benefits provided to you by the
      Trust.
    

    
                          (c)       The Trust agrees to reimburse you for
      reasonable moving costs and expenses associated with the relocation of
      you and your family from Florida to Michigan in accordance with the
      Trust’s policies, including the following:  (i) payment for the
      maintenance of a second household in Michigan for a period up to June
      30, 2010; (ii) lease termination fees required to break the lease on
      your current residence, not to exceed $6,000; (iii) customary closing
      costs related to the acquisition of a residence in Michigan; and (iv)
      reasonable costs for travel between Florida and Michigan.
    

    
                          (d)       The Trust’s payment or reimbursement of
      expenses under this Section will be made no later than on or before the
      end of the calendar year following the calendar year in which an expense
      was incurred, will not affect the expenses eligible for reimbursement in
      any other calendar year, and cannot be liquidated or exchanged for any
      other benefit.
    

    
                5.        Termination.
    

    
                          (a)       Death.  Your
      employment will terminate immediately upon your death.
    

    

    

    
      
        

        

      

      
        
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                          (b)       Disability.  Your
      employment will terminate immediately upon your disability.  Disability
      shall be total and permanent disability, as defined under the Trust’s
      disability plan, which definition will be conclusive and binding.  
    

    
                          (c)       With
      Cause.  The Trust will have the right, upon written notice to you,
      to terminate your employment under this Agreement for Cause.  Such
      termination will be effective immediately upon such written notice.  For
      purposes of this Agreement, termination of your employment for “Cause”
      means termination for your conviction of a felony or crime involving
      moral turpitude; embezzlement, misappropriation of Trust property or
      other acts of dishonesty or fraud; material breach of your duties of
      good faith or loyalty to the Trust; neglect of significant job
      responsibilities which is not cured within 30 days of your receipt of
      written notice thereof; or material breach of this Agreement which is
      not cured within 30 days of your receipt of written notice of such
      breach; or repeated failure, after written notice, to follow specific
      directions from the Chief Executive Officer and/or the Board of Trustees
      of the Trust.
    

    
                          (d)       Change
      in Control.  If your employment is terminated by the Trust without
      Cause or you terminate your employment with Good Reason (as defined
      below) prior to expiration of the Term and within twelve months after a
      Change in Control (as defined below) and within twelve months after the
      initial existence of one or more of the Good Reason conditions set forth
      in Section 5(e)(i) through 5(e)(v), the provisions of paragraph 6(d)
      below will apply.  The term “Change in Control” means:
    

    
                                    (i)       on or after the date of
      execution of this Agreement, any person (which, for all purposes hereof,
      will include, without limitation, an individual, sole proprietorship,
      partnership, unincorporated association, unincorporated syndicate,
      unincorporated organization, trust, body corporate and a trustee,
      executor, administrator or other legal representative) (a “Person”) or
      any group of two or more Persons acting in concert becomes the
      beneficial owner, directly or indirectly, of securities of the Trust
      representing, or acquires the right to control or direct, or to acquire
      through the conversion of securities or the exercise of warrants or
      other rights to acquire securities, 40% or more of the combined voting
      power of the Trust’s then outstanding securities; provided that for the
      purposes of this Agreement (A) “voting power” means the right to vote
      for the election of trustees, and (B) any determination of percentage of
      combined voting power will be made on the basis that (x) all securities
      beneficially owned by the Person or group or over which control or
      direction is exercised by the Person or group which are convertible into
      securities carrying voting rights have been converted (whether or not
      then convertible) and all options, warrants or other rights which may be
      exercised to acquire securities beneficially owned by the Person or
      group or over which control or direction is exercised by the Person or
      group have been exercised (whether or not then exercisable), and (y) no
      such convertible securities have been converted by any other Person and
      no such options, warrants or other rights have been exercised by any
      other Person; or
    

    
                (ii)      a reorganization, merger, consolidation,
      combination, corporate restructuring or similar transaction (an
      “Event”), in each case, in respect of which the beneficial owners of the
      outstanding Trust’s voting securities immediately prior to such Event do
      not, following such Event, beneficially own, directly or indirectly,
      more than 60% of the combined voting power of the then outstanding
      voting securities entitled to vote generally in the election of trustees
      of the Trust and any resulting parent entity of the Trust in
      substantially the same proportions as their ownership, immediately prior
      to such Event, of the outstanding Trust voting securities; or
    

    

    

    
      
        

        

      

      
        
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                          (iii)     an Event involving the Trust as a result
      of which 40% or more of the members of the board of trustees of the
      parent entity of the Trust or the Trust are not persons who were members
      of the Board immediately prior to the earlier of (x) the Event, (y)
      execution of an agreement the consummation of which would result in the
      Event, or (z) announcement by the Trust of an intention to effect the
      Event; or
    

    
                          (iv)      the Board adopts a resolution to the
      effect that, for purposes of this Agreement, a Change in Control has
      occurred.
    

    
                                         (e)       Good
      Reason.  You may terminate your employment for Good Reason, provide
      that our termination of employment occurs within twelve months after the
      initial existence of one or more of the Good Reason conditions set forth
      in paragraphs (i) through (v) of this Section 5(e).  The term “Good
      Reason” means the initial existence of one or more of the following
      conditions arising without your consent, provided that you provide
      notice to the Trust of the existence of such condition within 90 days of
      the initial existence of the condition and the Trust does not remedy the
      condition within 30 days after receiving notice:
    

    
                                       (i)       a material diminution in your
      authority, duties, or responsibilities;
    

    
                                       (ii)      a material diminution in the
      authority, duties, or responsibilities of the supervisor to whom you are
      required to report;
    

    
                                       (iii)     a material diminution in the
      budget over which you retain authority;
    

    
      `                                (iv)      a material change in the
      geographic location at which you must perform the services related to
      your position; or
    

    
                                        (v)       any other action or inaction
      that constitutes a material breach by the Trust of any agreement under
      which you provide services
to the Trust.
    

    
                6.        Termination
      Benefits.
    

    
                          (a)       The amounts described in this paragraph 6
      will be in lieu of any termination or severance payments required by the
      Trust’s policy or applicable law (other than continued medical or
      disability coverage to which you or your family are entitled under the
      Trust’s then existing employment policies covering Trust executives or
      then applicable law), and will constitute your sole and exclusive rights
      and remedies with respect to the termination of your employment with the
      Trust.  Any termination payment measured by your base salary will be
      payable in accordance with the Trust’s normal payroll procedures
      commencing on the first payroll date following your termination of
      employment.  Any payment measured by your bonus amount will be paid to
      you in one lump sum within the 30-day period following the six-month
      anniversary of the date of your termination of employment.  Under any
      and all circumstances of termination, you shall be entitled to receive
      payment for accrued vacation and for reimbursement of expenses incurred
      but not reimbursed prior to termination, in accordance with the Trust’s
      policies.  The Trust may withhold from any payments made under this
      paragraph 6 all federal, state, city or other taxes to the extent such
      taxes are required to be withheld by applicable law.
    

    

    

    
      
        

        

      

      
        
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                          (b)       If your employment is involuntarily
      terminated by the Trust without Cause or by you for Good Reason during
      the Term and Section 6(d) does not apply, you will be entitled to be
      paid any unpaid portion of your base salary, a pro rata portion of your
      STIP award, to the extent earned (and calculated based on the average
      STIP award for the previous two years, or if such termination occurs in
      2010, based on the target award of 60% of base salary), and an amount
      equal to eighteen months’ base salary and annual bonus (calculated based
      on the average STIP award for the previous two years, or if such
      termination occurs in 2010, based on the target award of 60% of base
      salary).  In addition, any restricted shares, stock options or other
      plan benefits, if any, remaining unvested on the date of your
      termination will immediately vest and become exercisable, and the Trust
      will reimburse you on a monthly basis for your COBRA payments for health
      benefits for a period of six months to the extent that you are eligible
      under COBRA.
    

    
                          (c)       If your employment is terminated during
      the Term because of your death or Disability, or you employment is
      involuntarily terminated during the Term by the Trust for Cause, you
      will receive any unpaid portion of the pro rata portion of your base
      salary under paragraph 3(a) above through the date of termination, a pro
      rata portion of your STIP award, to the extent earned (and calculated
      based on the average STIP award for the previous two years, or if such
      termination occurs in 2010, based on the target award of 60% of base
      salary), plus an amount equal to one year’s base salary.  In addition,
      any restricted shares, stock options or other plan benefits, if any,
      remaining unvested on the date of your termination will immediately vest
      and become exercisable, and the Trust will reimburse you or your family
      on a monthly basis for any COBRA payments for health benefits for a
      period of six months to the extent that you or they are eligible under
      COBRA.
    

    
                          (d)       If your employment is terminated by the
      Trust prior to expiration of the Term and within twelve months after a
      Change in Control without Cause or you terminate your employment for
      Good Reason within twelve months after a Change in Control, (i) you will
      receive the pro-rata portion of your base salary under paragraph 3(a)
      above through the date of termination, (ii) you will also receive an
      additional amount equal to 2 times your “base amount” within the meaning
      of Sections 280G(b)(3) and 280G(d) of the Internal Revenue Code of 1986,
      as amended, (iii) any restricted shares, stock options or other plan
      benefits, if any, remaining unvested on the date of your termination
      will immediately vest and become exercisable and (iv) the Trust will
      reimburse you on a monthly basis for your COBRA payments for health
      benefits for a period of six months to the extent that you are eligible
      under COBRA.  
    

    
                          (e)       You will have no obligation to mitigate
      the payment of any amounts pursuant to this paragraph 6 by seeking or
      obtaining other employment.
    

    
                7.        Confidentiality/Nonsolicitation.
    

    
                          (a)       During your employment with the Trust and
      thereafter, except as required by your duties to the Trust or by law or
      legal process, you will not disclose or make accessible to any person or
      entity or use in any way for your own personal gain or to the Trust’s
      detriment any confidential information relating to the business of the
      Trust or its affiliates.  Upon termination of your employment with the
      Trust for any reason, you will immediately return to the Trust all
      confidential materials over which you exercise any control.
    

    

    

    
      
        

        

      

      
        
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                          (b)       You will not at any time during your
      employment with the Trust, and for a period of one year after the
      termination of such employment for any reason, directly or indirectly,
      induce or solicit any employee of the Trust to leave the employ of, any
      independent contractor to terminate any independent contractor
      relationship with, or any customer, tenant, lender or other party which
      transacts business with the Trust to adversely change any relationship
      with, the Trust.
    

    
                          (c)       Paragraphs 7(a) and (b) above are intended
      to protect confidential information of the Trust and its affiliates, and
      relate to matters which are of a special and unique character, and their
      violation would cause irreparable injury to the Trust, the amount of
      which will be extremely difficult, if not impossible, to determine and
      cannot be adequately compensated by monetary damages alone.  Therefore,
      if you breach or threaten to breach either of those paragraphs, in
      addition to any other remedies which may be available to the Trust under
      this Agreement or at law or equity, the Trust may obtain an injunction,
      restraining order, or other equitable relief against you and such other
      persons and entities as are appropriate.
    

    
                8.        Continuation
      of Employment Beyond Term.  There is not, nor will there be, unless
      in writing signed by both of us, any express or implied agreement as to
      your continued employment with the Trust after the Term.  
    

    
                9.        Miscellaneous.
    

    
                          (a)       This Agreement is the complete agreement
      between us, supersedes any prior agreements between us and may be
      modified only by written instrument executed by both of us.
    

    
                          (b)       This Agreement will be governed by and
      construed in accordance with the laws of the State of Michigan.
    

    
                          (c)       The provisions of this Agreement, will be
      deemed severable, and if any part of any provision is held illegal, void
      or invalid under applicable law, such provision will be changed to the
      extent reasonably necessary to make the provision, as so changed, legal,
      valid and binding.  If any provision of this Agreement is held illegal,
      void or invalid in its entirety, the remaining provisions of this
      Agreement will not in any way be affected or impaired but will remain
      binding in accordance with their terms.
    

    
                          (d)       This Agreement will be binding upon and
      will inure to the benefit of the Trust and its successors and assigns
      but is personal to you and cannot be sold, assigned or pledged by you
      without the Trust’s written consent.
    

    
                          (e)       We will give notices under this Agreement
      to you in writing either by personal delivery or certified or registered
      mail at your address, as listed on our records at the time of the
      notice, and you will give notices to us in writing in care of the
      Trust’s Chief Executive Officer.  Any such notice will be deemed given
      when delivered or mailed in accordance with the preceding sentence.
    

    
                          (f)       You represent and warrant that you have
      the right to enter into and perform your obligations under this
      Agreement and that you are not currently and will not during the Term
      become a party to or bound by any agreement or understanding, written or
      otherwise, which would in any way restrict or conflict with your
      performance under this Agreement.
    

    

    

    
      
        

        

      

      
        
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                          (g)       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 thereafter from
      enforcing each and every other provision of this Agreement.  The rights
      granted the parties herein are cumulative and the waiver of any single
      remedy will not constitute a waiver of such party’s right to assert all
      other legal remedies available to it under the circumstances.
    

    
                          (h)       You shall be entitled to indemnification
      by the Trust as provided in the Trust’s Declaration of Trust and Bylaws
      with respect to claims based on your actions or failures to act in your
      capacity as Executive Vice President and/or Chief Financial Officer of
      the Trust.
    

    
                          (i)       “Termination of employment” and similar
      terms used in this Agreement mean a “separation from service” as defined
      under Section 409A of the Internal Revenue Code of 1986, as amended
      (“Section 409A”).  This Agreement is intended to comply with, and shall
      be administered in compliance with, the requirements of Code Section
      409A.
    

    
                If this Agreement correctly expresses our mutual
      understanding, please sign and date the enclosed copy and return it to
      us.
    

    
      


    

    
    	

        	
          Very truly yours,
        
	

        	

        	
           
        
	

        	
          RAMCO-GERSHENSON PROPERTIES TRUST.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Dennis Gershenson
          

        
	

        	

        	
          Dennis Gershenson
        
	

        	

        	
          Its: President
        
	
          The terms of this Agreement
are accepted and agreed to
on
          February 16, 2010:
        	

        	

        
	

        	

        	
           
        
	
          /s/ Gregory Andrews
        	

        	

        
	
          
            Gregory Andrews
          

        	

        	

        


    

    
      

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