EX-10.1





 EXHIBIT 10.1 

EMPLOYMENT AGREEMENT 
 This Employment
Agreement (this “Agreement”), dated as of November 6, 2019, is by and between SITE Centers Corp., an Ohio corporation (“SITE Centers” or the “Company”), and Conor Fennerty
(“Executive”). 
 The Board of Directors of SITE Centers (the “Board”), on behalf of the Company, and
Executive desire to enter into this Agreement to reflect the terms pursuant to which Executive will continue to serve SITE Centers (certain capitalized terms used in this Agreement have the meanings ascribed to them in
Section 22 of this Agreement). 
 SITE Centers and Executive agree, effective as of the date first set forth
above (the “Effective Date”), as follows: 
 1. Employment, Term. By resolution of and on terms specified by the Board,
effective immediately following the effectiveness of the resignation of SITE Centers’ current Chief Financial Officer, SITE Centers will engage and employ Executive to render services in the administration and operation of its affairs as its
Chief Financial Officer, reporting directly to SITE Centers’ Chief Executive Officer (the “CEO”) and performing such duties and having such responsibilities and authority as are customarily incident to the principal
financial officers of companies similar in size to, and in a similar business as, SITE Centers, together with such other duties as, from time to time, may be specified by the CEO, in a manner consistent with Executive’s status as Chief
Financial Officer, all in accordance with the terms and conditions of this Agreement, for a term extending from the effective date of appointment to such position through the third anniversary of the Effective Date. The period of time from the
Effective Date through the third anniversary of the Effective Date is sometimes referred to herein as the “Contract Period.” During the Contract Period while executive is employed by SITE Centers, Executive shall report to
the CEO. 
 2. Full-Time Services. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will devote substantially
all of Executive’s business time and efforts to the service of SITE Centers, except for (a) usual vacation periods and reasonable periods of illness, (b) reasonable periods of time devoted to Executive’s personal financial
affairs, and (c) with the prior consent of the CEO, services as a director or trustee of other corporations or organizations, either for profit or not for profit; provided, however, that in no event shall Executive devote less
than 90% of Executive’s business time and efforts to the service of SITE Centers. 
 3. Compensation. For all services to be
rendered by Executive to SITE Centers under this Agreement during the Contract Period while Executive is employed by SITE Centers, including services as Chief Financial Officer and any other services specified by the CEO, SITE Centers will pay and
provide to Executive the compensation and benefits specified in this Section 3. 
 3.1 Base
Salary. From and after the Effective Date and through the end of the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay Executive base salary (the “Base Salary”), in equal monthly or more
frequent installments, at the rate of not less than Four Hundred Thousand Dollars ($400,000) per year, subject to such increases as the Committee or the Board of Directors of SITE Centers (the “Board”) may approve. Any such
increased Base Salary shall constitute “Base Salary” for purposes of this Agreement. 












 3.2 Annual Bonus. 

(a) 2019 Calendar Year. For the 2019 calendar year, Executive shall be eligible for an annual bonus as determined by the Committee in
its reasonable discretion (the “2019 Bonus”). 
 (b) Post-2019 Calendar Years. For each calendar year
following 2019 during the Contract Period while Executive is employed by SITE Centers, subject to achievement of applicable performance criteria, the Company shall make an annual incentive payment to Executive, in cash, for such calendar year (an
“Annual Bonus”) between January 1 and March 15 of the immediately subsequent calendar year, determined and calculated in accordance with the percentages set forth on Exhibit A attached
hereto (and rounded to the nearest dollar); provided, however, that for any partial calendar year following 2019 during the Contract Period, the Annual Bonus payout shall be pro-rated based on
the number of days Executive is employed by the Company during such calendar year. The Company’s payment of an Annual Bonus to Executive as described in this subsection shall be determined based on the factors and criteria that have been or may
be reasonably established from time to time for the calculation of the Annual Bonus by the Committee after consultation with Executive. For each calendar year in the Contract Period following 2019 while Executive is employed by SITE Centers, the
Board or the Committee will establish, in consultation with Executive, and thereafter provide Executive with written notice of, the performance metrics and their relative weighting to be used in, and any specific threshold, target and maximum
performance targets applicable to, the determination of the Annual Bonus for Executive for such calendar year not later than March 15 of such year. There is no guaranteed Annual Bonus or 2019 Bonus under this Agreement, and for each applicable
year, Executive’s Annual Bonus could be as low as zero or as high as the maximum percentage set forth on Exhibit A attached hereto. Notwithstanding anything in this Agreement to the contrary, each Annual Bonus described in this
subsection shall be on the terms and subject to such conditions as are specified for the particular Company plans or programs pursuant to which the Annual Bonus is granted. 

3.3 Specific Equity Awards. The awards described in this Section 3.3 will at all times be
subject to the approval of the Committee and to the terms and conditions of the Company’s 2019 Equity and Incentive Compensation Plan (or its successor(s)), as in effect from time to time (collectively, the “Equity
Plan”), including, without limitation, all authority and powers provided or reserved to such plan’s administrator thereunder, as well as the award agreements for such awards. 

(a) Initial Grants. 
 (i)
Service-Based RSUs. On or as soon as practicable after the Effective Date, Executive shall be entitled to receive a grant of service-based restricted share units (“RSUs”) (or substantially similar award) covering a
number of Shares equal to the quotient of (A) $300,000 divided by (B) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the
“Service-Based RSUs”). Such Service-Based RSUs will, in general, vest subject to Executive’s continued employment with the Company in two substantially equal installments on each of the second and third anniversaries of
the date of grant, subject to terms and conditions set forth in the applicable award agreement. 

  
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 (ii) Performance-Based RSUs. On or about March 2, 2020, provided that Executive
is continuously employed by SITE Centers through such date, Executive shall be entitled to receive the following: 
  

	 	(A)	 a grant of performance-based RSUs (or substantially similar award) covering a “target” number of
Shares equal to the quotient of (1) $75,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “One-Year PRSUs”), subject to a performance period beginning on March 1, 2020 and ending on February 28, 2021; 



 

	 	(B)	 a grant of performance-based RSUs (or substantially similar award) covering a “target” number of
Shares equal to the quotient of (1) $150,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the “Two-Year PRSUs”), subject to a performance period beginning on March 1, 2020 and ending on February 28, 2022; and 



 

	 	(C)	 a grant of performance-based RSUs (or substantially similar award) covering a “target” number of
Shares equal to the quotient of (1) $225,000 divided by (2) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades (the
“Three-Year PRSUs”), subject to a performance period beginning on March 1, 2020 and ending on February 28, 2023. 



(iii) The One-Year PRSUs, the Two-Year PRSUs and the
Three-Year PRSUs (the “Performance Awards”) will be subject to terms and conditions set forth in the applicable award agreement, and the payout of the Performance Awards will vary in accordance with the multiples set forth on
Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over the applicable performance period, subject to reduction by 1/3 (rounded
to the nearest Share) in the event that the Company’s absolute total shareholder return during the applicable performance period is negative. Each of the Performance Awards will be payable, if earned, after the expiration of the applicable
performance period. 
 (b) Annual Grants. On or about each of March 2, 2021 and March 2, 2022, provided that Executive is
continuously employed by SITE Centers through such date, Executive shall be eligible to receive a grant of performance-based RSUs (or substantially similar award) covering a “target” number of Shares equal to the quotient of (i) $450,000
divided by (ii) the average closing price of a Share for the ten trading days immediately preceding the date of grant on the principal stock exchange on which it then trades, the payout of which grant will vary in accordance with the multiples
set forth on Exhibit A attached hereto based on Company relative total shareholder return performance achievement based upon a peer group established by the Committee, measured over a three-year performance period beginning
on March 1, 2021 or March 1, 2022, respectively, in each case subject to reduction by 1/3 (rounded to the nearest RSU) in the event that the Company’s absolute total shareholder return during the applicable


  
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performance period is negative. Such performance-based RSUs will be payable, if earned, after the expiration of the applicable performance period, and such performance-based RSUs will be subject
to terms and conditions set forth in the applicable award agreement. 
 3.4 Taxes. Executive shall be solely responsible for taxes
imposed on Executive by reason of any compensation and benefits provided under this Agreement, and all such compensation and benefits shall be subject to applicable withholding taxes. 

4. Benefits. 
 4.1 Retirement and Other
Benefit Plans Generally. Throughout the Contract Period while Executive is employed by SITE Centers, Executive will be entitled to participate in all retirement and other benefit plans maintained by SITE Centers that are generally available to
its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans, including, without limitation, the SITE Centers 401(k) plan for its employees and any SITE Centers deferred compensation
program. 
 4.2 Insurance, Generally. Throughout the Contract Period while Executive is employed by SITE Centers, SITE Centers will
provide an enrollment opportunity to Executive and Executive’s eligible dependents for health, dental and vision insurance coverage, other insurance (e.g., life, disability, etc.) and any other health and welfare benefits maintained by SITE
Centers from time to time, if any, during the Contract Period that are generally available to its senior executives and with respect to which Executive is eligible pursuant to the terms of the underlying plan or plans. To the extent that SITE
Centers maintains officer insurance coverage, Executive shall be covered by such policy on terms no less favorable than provided to other officers. 

4.3 Paid Time Off. Executive will be entitled to such periods of paid time off during the Contract Period while Executive is employed by
SITE Centers as may be provided from time to time under any SITE Centers paid time off policy for senior executive officers. 
 4.4
Executive Insurance Policy. During the Contract Period while Executive is employed by SITE Centers, SITE Centers shall promptly (and, in any event, within thirty (30) days following receipt from Executive of written evidence of
Executive’s having made expenditures therefor) reimburse Executive (up to an aggregate maximum of $10,000 in any calendar year) for premiums paid by Executive for life, disability and/or similar insurance policies. Executive acknowledges that
such reimbursement is being provided in lieu of any accelerated or continued vesting of equity awards in connection with his termination of employment due to death or disability. 

5. Expense Reimbursements. SITE Centers will reimburse Executive during the Contract Period while Executive is employed by SITE Centers for travel,
entertainment, and other expenses reasonably and necessarily incurred by Executive in connection with SITE Centers’ business. Executive will provide such documentation with respect to expenses to be reimbursed as SITE Centers may reasonably
request. 
 6. Termination. 
 6.1
Death or Disability. Executive’s employment under this Agreement will terminate immediately upon Executive’s death. SITE Centers shall terminate Executive’s employment under this Agreement immediately upon giving notice of
termination if Executive is Totally Disabled (as that term is defined in Section 9.1 below) for an aggregate of 120 days in any consecutive 12 calendar months or for 90 consecutive days. 

  
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 6.2 For Cause by SITE Centers. 

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

(i) willful failure by Executive substantially to perform the lawful instructions of SITE Centers or one of its Subsidiaries (other than as a
result of total or partial incapacity due to physical or mental illness) following written notice by SITE Centers to Executive of such failure and 10 days within which to cure such failure; 

(ii) Executive’s theft or embezzlement of SITE Centers property; 

(iii) Executive’s dishonesty in the performance of Executive’s duties resulting in material harm to SITE Centers; 

(iv) any act by Executive that constitutes (A) a felony under the laws of the United States or any state thereof or, where applicable,
any other equivalent offense (including a crime subject to a custodial sentence) under the laws of the applicable jurisdiction, or (B) any other crime involving moral turpitude; 

(v) willful or gross misconduct by Executive in connection with Executive’s duties to SITE Centers or otherwise which, in the reasonable
good faith judgment of the Board, could reasonably be expected to be materially injurious to the financial condition or business reputation of SITE Centers, its Subsidiaries or affiliates; or 

(vi) breach of the provisions of any restrictive covenants with SITE Centers, its Subsidiaries or affiliates. 

(b) The termination of Executive’s employment under this Agreement shall not be deemed to be for “Cause” pursuant to this
Section 6.2 unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of 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 Executive and Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the
Board, Executive has committed the conduct described in Sections 6.2(a)(i), (ii), (iii), (iv), (v) or (vi) above, and specifying the particulars thereof in
detail. 
 6.3 For Good Reason by Executive. During the Contract Period while Executive is employed by SITE Centers, Executive may
terminate Executive’s employment under this Agreement for “Good Reason” if any of the following circumstances occur: 
 (a)
SITE Centers materially reduces Executive’s authority, duties or responsibilities from those set forth in Section 1 above; 

(b) SITE Centers materially reduces Executive’s Base Salary, Annual Bonus opportunity, or annual equity grant opportunity from that set
forth in Section 3 above (but only to the extent that such reduction results in a substantial reduction in Executive’s total compensation); 

  
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 (c) Executive is required to report to anyone other than the CEO; 

(d) SITE Centers changes Executive’s principal place of employment to a location that is more than 50 miles from the geographical center
of New York, NY; or 
 (e) SITE Centers materially breaches any of its obligations under this Agreement. 

Notwithstanding the foregoing, no termination of employment by Executive shall constitute a termination for “Good Reason” unless
(i) Executive gives SITE Centers notice of the existence of an event described in clause (a), (b), (c), (d) or (e) above, within sixty (60) days following the occurrence thereof and (ii) SITE Centers does not remedy such event
described in clause (a), (b), (c), (d) or (e) above, as applicable, within thirty (30) days of receiving the notice described in the preceding clause (i), and (iii) in all cases, Executive terminates employment pursuant to this
Section 6.3 within one year from the date the event described in clause (a), (b), (c), (d) or (e) above initially occurred. 

6.4 Without Cause by SITE Centers. During the Contract Period while Executive is employed by SITE Centers, SITE Centers may terminate
Executive’s employment under this Agreement at any time without Cause pursuant to written notice provided to Executive not less than 90 days in advance of such termination upon the affirmative vote of a majority of all of the members of the
Board. Any termination under this Section 6.4 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as may be specified in that written notice, subject to
the preceding sentence. 
 6.5 Without Good Reason by Executive. During the Contract Period while Executive is employed by SITE
Centers, Executive may terminate Executive’s employment under this Agreement at any time without Good Reason pursuant to written notice provided to SITE Centers not less than 90 days in advance of such termination. Any termination under this
Section 6.5 will be effective at such time during the Contract Period while Executive is employed by SITE Centers as Executive may specify in that written notice, subject to the preceding sentence. 

7. Payments upon Termination. 
 7.1
Upon Termination For Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers for Cause or by Executive without Good Reason during the Contract Period, SITE Centers will pay and provide
to Executive the Executive’s Base Salary and any accrued but unused paid time off through the Termination Date in accordance with SITE Centers policy to the extent not already paid and continuing health, dental and vision insurance and other
insurance (e.g. life, disability, etc.) at the levels specified in Section 4.2 through the Termination Date, and, except as may otherwise be required by law, SITE Centers will not pay or provide to
Executive any further compensation or other benefits under this Agreement. SITE Centers will pay any Base Salary referred to in this Section 7.1 to Executive within 30 days of the Termination Date. 

7.2 Upon Termination Without Cause or For Good Reason. If Executive’s employment under this Agreement is terminated by SITE Centers
other than due to Cause, death or disability (pursuant to Section 6.1), or by Executive for Good Reason, during the Contract Period, and Section 7.5 does
not apply, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.2, except that SITE Centers will not be obligated to pay the lump sum amounts specified in
Section 7.2 (c), (d) and (e) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in
Section 8.2 or (y) Executive has timely executed a Release as contemplated by Section 8.3. The amounts and benefits specified in this
Section 7.2 are as follows: 
 (a) A lump sum amount equal to Executive’s Base Salary and
any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date. 

  
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 (b) A lump sum amount equal to Executive’s Annual Bonus (or 2019 Bonus, as applicable)
earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus
(or 2019 Bonus, as applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. 

(c) A lump sum amount equal in value to Executive’s Annual Bonus (or 2019 Bonus, as applicable) that would have been earned for the
calendar year in which the Termination Date occurs, pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period (or the 2019 calendar year, as
applicable), and calculated on the basis of actual performance of the applicable performance objectives for the entire performance period (or, if the Termination Date occurs in 2019, as determined by the Board or Committee in accordance with
Executive’s 2019 Bonus). Subject to Section 13.1, SITE Centers will pay this amount to Executive on the same date that the applicable annual bonus for such year would have been paid if
Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year following the calendar year in which the Termination Date occurs. 

(d) A lump sum amount equal to the product of (i) the sum of (A) Executive’s annual Base Salary as of the Termination Date, plus
(B) an amount equal to the average of the Annual Bonuses (and 2019 Bonus, as applicable) earned by Executive in the three fiscal years ending immediately prior to the fiscal year in which the Termination Date occurs (or, if Executive has been
eligible for fewer than two such Annual Bonuses plus the 2019 Bonus, the number of fiscal years preceding the year in which the Termination Date occurs for which Executive was eligible for an Annual Bonus or 2019 Bonus) (the “Average
Annual Bonus”) multiplied by (ii) the lesser of (A) 1.5 and (B) 1.5 multiplied by a fraction (not greater than 1), the numerator of which is the number of calendar months remaining in the Contract Period as of the
Termination Date, and the denominator of which is 18. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination
Date. Notwithstanding the foregoing, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with respect to the 2019 calendar year, the Average Annual Bonus will be deemed to be $200,000. 

(e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for
health, dental and vision benefits but only if Executive timely elects continuation coverage under SITE Centers’ health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other SITE Centers
provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will pay this
amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. 

  
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 7.3 Upon Termination by Reason of Death. If Executive’s employment under this
Agreement is terminated by reason of Executive’s death during the Contract Period, SITE Centers will pay, or cause to be paid, and provide, or cause to be provided, to Executive’s personal representative and Executive’s eligible
dependents, as appropriate, the amounts and benefits specified in this Section 7.3, except that SITE Centers will not be obligated to pay the lump sum amounts specified in
Section 7.3 (c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in
Section 8.2 or (y) Executive’s personal representative has timely executed a Release as contemplated by Section 8.3. The amounts and benefits
specified in this Section 7.3 are as follows: 
 (a) A lump sum amount equal to
Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date, to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive’s personal
representative within 30 days of the Termination Date. 
 (b) A lump sum amount equal to Executive’s Annual Bonus (or 2019 Bonus, as
applicable) earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive’s personal representative on the same date and
in the same amount that the Annual Bonus (or 2019 Bonus, as applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the
Termination Date occurs. 
 (c) A lump sum amount equal in value to Executive’s Annual Bonus (or 2019 Bonus, as applicable) that would
have been earned for the calendar year in which the Termination Date occurs at the “Target” level (which level, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with respect to the 2019
calendar year, shall be deemed to be $200,000), pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period (or during the 2019 calendar year, if
the Termination Date occurs during such calendar year). Subject to Section 13.1, SITE Centers will pay this amount to Executive’s personal representative as soon as practicable (but no later than
74 days) following the Termination Date. 
 (d) A lump sum in cash to Executive’s personal representative as soon as practicable (but no
later than 74 days) following Executive’s death in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly premium for SITE Centers provided health, dental and vision insurance benefits at the levels
specified in Section 4.2 in effect for Executive as of Executive’s death, plus (B) the employer portion of the monthly premium for other SITE Centers provided insurance (e.g. life, disability,
etc.) in effect for Executive as of Executive’s death. 
 7.4 Upon Termination by Reason of Disability. If Executive’s
employment under this Agreement is terminated by SITE Centers pursuant to Section 6.1 during the Contract Period following Executive’s disability, SITE Centers will pay and provide to Executive and
Executive’s eligible dependents, as appropriate, the amounts and benefits specified in this Section 7.4, except that SITE Centers will not be obligated to pay the lump sum amounts specified in
Section 7.4 (c) and (d) unless either (x) SITE Centers is deemed to have waived its right to present and require a Release as provided in
Section 8.2 or (y) Executive (or in the event of Executive’s legal incapacity, Executive’s personal representative) has timely executed a Release as contemplated by
Section 8.3. The amounts and benefits specified in this Section 7.4 are as follows: 

(a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date,
to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date. 

  
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 (b) A lump sum amount equal to Executive’s Annual Bonus (or 2019 Bonus, as applicable)
earned for the calendar year immediately preceding the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus
(or 2019 Bonus, as applicable) for such year would have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. 

(c) A lump sum amount equal in value to Executive’s Annual Bonus (or 2019 Bonus, as applicable) that would have been earned for the
calendar year in which the Termination Date occurs at the “Target” level (which level, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with respect to the 2019 calendar year, shall be
deemed to be $200,000), pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period (or during the 2019 calendar year, if the Termination Date
occurs during such calendar year). Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. 

(d) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA premium for
health, dental and vision insurance benefits but only if Executive timely elects continuation coverage under SITE Centers’ health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other
SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. SITE Centers will pay this amount to Executive as soon as practicable (but no later than
74 days) following the Termination Date. 
 7.5 Upon Termination In Connection With a Change in Control. Upon the occurrence of a
Triggering Event during the Contract Period while Executive is employed by SITE Centers, SITE Centers will pay and provide to Executive the amounts and benefits specified in this Section 7.5, and SITE
Centers will be deemed to have waived its right to provide a Release as provided in Section 8.2, and the provision of a Release will not be a condition to Executive receiving any payment or benefit from
SITE Centers under this Section 7.5. The amounts and benefits specified in this Section 7.5 are as follows: 

(a) A lump sum amount equal to Executive’s Base Salary and any accrued but unused paid time off for the year through the Termination Date,
to the extent not already paid in accordance with SITE Centers policy. SITE Centers will pay this amount to Executive within 30 days of the Termination Date. 

(b) A lump sum amount equal to Executive’s Annual Bonus (or 2019 Bonus, as applicable) earned for the calendar year immediately preceding
the calendar year in which the Termination Date occurs, to the extent not already paid. SITE Centers will pay this amount to Executive on the same date and in the same amount that the Annual Bonus (or 2019 Bonus, as applicable) for such year would
have been paid if Executive’s employment had not been terminated, but in any event not later than March 15 of the calendar year in which the Termination Date occurs. 

  
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 (c) A lump sum amount equal in value to Executive’s Annual Bonus (or 2019 Bonus, as
applicable) that would have been earned for the calendar year in which the Termination Date occurs at the “Target” level (which level, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with
respect to the 2019 calendar year, shall be deemed to be $200,000), pro-rated based on the number of days that Executive is employed by SITE Centers during the applicable performance period (or during the 2019
calendar year, if the Termination Date occurs during such calendar year). Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days)
following the Termination Date. 
 (d) A lump sum amount equal to 2.5 times the sum of (i) Executive’s annual Base Salary as of the
Termination Date, plus (ii) an amount equal to the Average Annual Bonus. Subject to Section 13.1, SITE Centers will pay this amount to Executive as soon as practicable (but no later than 74 days)
following the Termination Date. Notwithstanding the foregoing, in the event that the Termination Date occurs prior to the determination of the 2019 Bonus payout with respect to the 2019 calendar year, the Average Annual Bonus will be deemed to be
$200,000. 
 (e) A lump sum in cash in an amount equal to the product of (i) 18 multiplied by (ii) the sum of (A) the monthly COBRA
premium for health, dental and vision benefits but only if Executive timely elects continuation coverage under SITE Centers’ health, dental and vision plans pursuant to COBRA, plus (B) the employer portion of the monthly premium for other
SITE Centers provided insurance (e.g., life, disability, etc.) in effect for Executive as of the Termination Date. Such payments shall be taxable to Executive. Subject to Section 13.1, SITE Centers will
pay this amount to Executive as soon as practicable (but no later than 74 days) following the Termination Date. 
 8. Release. This
Section 8 will apply only upon termination of Executive’s employment during the Contract Period (a) by SITE Centers without Cause, (b) by Executive for Good Reason, (c) by reason of
Executive’s death or (d) by SITE Centers pursuant to Section 6.1 following Executive’s disability. 

8.1 Presentation of Release by SITE Centers. If this Section 8 applies, SITE Centers may
present to Executive (or in the case of Executive’s death or legal incapacity, to Executive’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 Executive or Executive’s assigns have or may have against SITE Centers or any Subsidiary, and the directors, officers, and
affiliates of any of them, substantially in the form attached hereto as Exhibit B, but subject to such modifications as may be reasonably determined necessary or appropriate by the Committee to reflect changes in applicable law or reasonable
changes in best practices between the Effective Date and the execution of such Release, together with a covering message in which SITE Centers advises Executive (or Executive’s personal representative) that the Release is being presented in
accordance with this Section 8.1 and that a failure by Executive (or Executive’s personal representative) to execute and return the Release as contemplated by
Section 8.3 would relieve SITE Centers of the obligation to make payments otherwise due to Executive (or to Executive’s personal representative) under one or more portions of
Section 7.2, Section 7.3 or Section 7.4, as the case may be. 

8.2 Effect of Failure by SITE Centers to Present Release. If SITE Centers fails to present a Release and covering message to Executive
(or Executive’s personal representative) as contemplated by Section 8.1, SITE Centers will be deemed to have waived the requirement that Executive (or Executive’s personal representative)
execute a Release as a condition to receiving payments under any portion of Section 7.2, Section 7.3 or
Section 7.4, as the case may be. 

  
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 8.3 Execution of Release by Executive or Executive’s Personal
Representative. If SITE Centers does present a Release and covering message to Executive (or Executive’s personal representative) as contemplated by Section 8.1, Executive (or Executive’s
personal representative) will have until 60 days after the Termination Date (i.e., at least 39 days after presentation of the Release to Executive (or Executive’s personal representative)) within which to deliver an executed copy of the Release
to SITE Centers and thereby satisfy the condition to receiving payments under any portion of Section 7.2, Section 7.3 or
Section 7.4, as the case may be, provided that Executive (or Executive’s personal representative) does not revoke the execution of the Release during any applicable revocation period. 

8.4 Effect of Failure to Execute Release or of Revocation of Release. If Executive (or Executive’s personal representative) fails
to deliver an executed copy of the Release to SITE Centers within 60 days after the Termination Date or revokes the execution of the Release during any applicable revocation period, Executive (or Executive’s personal representative) will be
deemed to have waived the right to receive all payments under Section 7.2, Section 7.3 or Section 7.4, as
the case may be, that were conditioned on the Release. 
 9. Disability Definitions; Physical Examination. 

9.1 Definitions. For all purposes of this Agreement: 

(a) Executive’s “Own Occupation” means the regular occupation in which Executive is engaged under this Agreement at the time
Executive becomes disabled. 
 (b) “Total Disability” means that, because of sickness or injury, Executive is not able to perform
the material and substantial duties of Executive’s Own Occupation. 
 (c) “Totally Disabled” means that Executive suffers from
Total Disability (and Executive will be deemed to continue to be Totally Disabled so long as Executive is not able to work in Executive’s Own Occupation even if Executive works in some other capacity). 

9.2 Physical Examination. If either SITE Centers or Executive, at any time or from time to time after receipt of notice of
Executive’s Total Disability from the other, desires to contend that Executive is not Totally Disabled, Executive will promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the New York, New York
or Cleveland, Ohio areas (at SITE Centers’ reasonable cost) and, unless that physician issues his or her written statement to the effect that, in his or her opinion, based on his or her diagnosis, Executive is capable of resuming
Executive’s Own Occupation and discharging the duties of Executive’s Own Occupation in accordance with the terms of this Agreement, Executive will be deemed to be and to continue to be Totally Disabled for all purposes of this Agreement.

 10. No Set-Off; No Obligation to Seek Other Employment or to Otherwise Mitigate Damages; No
Effect Upon Other Plans. SITE Centers’ 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 SITE Centers or any Subsidiary or affiliate may have against Executive, except that the prohibition on
set-off, counterclaim, recoupment, defense, or other claim contained in this sentence will not apply if Executive’s employment is terminated by SITE Centers for Cause. Executive 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
Executive 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 

  
 11 













 
Agreement, nor the termination of SITE Centers’ obligations under this Agreement, will reduce any amounts otherwise payable, or in any way diminish Executive’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 SITE Centers or any Subsidiary, all of which will be governed by their respective terms. 
 11.
Payments Are in Lieu of Severance Payments. If Executive becomes entitled to receive payments under this Agreement as a result of termination of Executive’s employment, those payments will be in lieu of any and all other
claims or rights that Executive may have against SITE Centers for severance, separation, and/or salary continuation pay upon that termination of Executive’s employment. 

12. Covenants and Confidential Information. Executive acknowledges SITE Centers’ reliance on and expectation of Executive’s continued
commitment to performance of Executive’s duties and responsibilities during the Contract Period while Executive is employed by SITE Centers and Executive assumes the obligations set out in this
Section 12 in light of that reliance and expectation on the part of SITE Centers. 
 12.1
Noncompetition. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter, Executive will not, directly or indirectly, own, manage, control, or participate in the ownership, management,
or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor, or otherwise with, any entity that has been designated as being part of SITE Centers’ peer group established for purposes
of evaluating performance achievement with respect to Executive’s most recent performance-based RSUs award; provided, however, that the ownership by Executive of not more than three percent of any class of publicly traded
securities of any entity will not be deemed a violation of this Section 12.1. 
 12.2
Confidentiality. Throughout and after the Contract Period, Executive 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, SITE Centers, any
confidential information relating to SITE Centers’ operations, properties, or otherwise to its particular business or other trade secrets of SITE Centers, it being acknowledged by Executive that all such information regarding the business
of SITE Centers compiled or obtained by, or furnished to, Executive during Executive’s employment by or association with SITE Centers is confidential information and SITE Centers’ exclusive property. The restrictions in this
Section 12.2 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 Executive of Executive’s obligations under this Section 12.2, (c) was not acquired by Executive in connection with Executive’s employment or affiliation with SITE Centers, (d) was not
acquired by Executive from SITE Centers 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. However, nothing in this Agreement or in ancillary agreements is intended
to interfere with or discourage the disclosure of a suspected violation of the law to any governmental entity, or to discourage Executive from participating in an investigation by a governmental entity regarding a suspected violation of the law.

 12.3 Non-Disparagement. 

(a) Throughout and after the Contract Period, outside the ordinary course of business on behalf of the Company, Executive will not make or
issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative or adverse information concerning SITE Centers or its Subsidiaries
or affiliates, or any of their legal predecessors, 

  
 12 













 
successors, assigns, parents, subsidiaries, divisions or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives
(collectively, the “Non-Disparagement Parties”), or any Non-Disparagement Party’s business, or its actions, to any person or entity,
regardless of the truth or falsity of such statement. 
 (b) Throughout and after the Contract Period, SITE Centers will reasonably direct
the executive officers and directors of SITE Centers not to make or issue, or procure any person, firm, or entity to make or issue, any statement in any form, including written, oral and electronic communications of any kind, which conveys negative
or adverse information concerning Executive or any of Executive’s legal successors, assigns, or other affiliates, or any of the foregoing’s respective past, present or future directors, officers, employees or representatives (collectively,
the “Executive Non-Disparagement Parties”), or any Executive Non-Disparagement Party’s business, or its actions, to any person
or entity, regardless of the truth or falsity of such statement. 
 (c) This Section 12.3 does
not apply to truthful testimony or disclosure compelled or required by applicable law or legal process. Notwithstanding anything in this Agreement or ancillary agreements to the contrary, Executive is not prohibited from providing information
voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. 

12.4 Nonsolicitation. During the Contract Period while Executive is employed by SITE Centers, and for a period of 12 months thereafter,
Executive will not directly or indirectly solicit or induce or attempt to solicit or induce any employee of SITE Centers and/or of any Subsidiary or affiliate to terminate his or her employment with SITE Centers and/or any Subsidiary. 

12.5 Remedies. Executive acknowledges that the remedy at law for any breach by Executive of this
Section 12 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate
proof of Executive’s violation of any legally enforceable provision of this Section 12, SITE Centers will be entitled to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach. Nothing in this Section 12 will be deemed to limit SITE Centers’ remedies at law or in equity for any breach by Executive of any of the provisions of this
Section 12 that may be pursued or availed of by SITE Centers. 
 12.6 Acknowledgement.
Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon SITE Centers under this Section 12, 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 SITE Centers, do not stifle the inherent skill and experience of Executive, would not operate as a bar to
Executive’s sole means of support, are fully required to protect the legitimate interests of SITE Centers, and do not confer a benefit upon SITE Centers disproportionate to the detriment to Executive. 

13. Compliance with Section 409A. 

13.1 Six Month Delay on Certain Payments, Benefits, and Reimbursements. If Executive is a “specified employee” for purposes of
Section 409A, as determined under SITE Centers’ 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


  
 13 













 
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 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 Internal Revenue 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 Executive dies before the Six Month Date, the
payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death. 

13.2 Additional Limitations on Reimbursements and In-Kind Benefits. The reimbursement of
expenses or in-kind benefits provided under Section 7 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) 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 7 or under any other section of this Agreement
do not qualify for that exception and are otherwise deferred compensation subject to Section 409A , then they will be subject to the following additional rules: (i) any reimbursement of eligible expenses will be paid within 30 days
following Executive’s written request for reimbursement; provided, however, that Executive 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 SITE Centers 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. 
 13.3
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. SITE Centers and
Executive 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 SITE Centers 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 Executive. Notwithstanding any provision of Section 7 to the contrary, if the period
commencing on the Termination Date begins in one taxable year of Executive and the 74th day following the Termination Date is in a subsequent taxable year, any amounts payable under Section 7 which are
considered deferred compensation under Section 409A shall be paid in such subsequent taxable year. 
 13.4 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 SITE Centers within the meaning of
Section 409A. Executive and SITE Centers will take all steps necessary (including taking into account this Section 13.4 when considering any further agreement regarding provision of services by
Executive to SITE Centers 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 Executive experiences a “separation from service” within the meaning of Section 409A. 

  
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 14. Indemnification. SITE Centers will indemnify Executive, to the full extent
permitted or authorized by the Ohio General Corporation Law as it may from time to time be amended, if Executive 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 Executive is or was a director, officer, or employee of SITE Centers and/or of any Subsidiary, or is or was serving at the request of SITE Centers 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 14 will not be deemed exclusive of any other rights
to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers and/or of any Subsidiary, or any agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in
Executive’s official capacity and as to action in another capacity while holding such office, and will continue as to Executive after Executive has ceased to be a director, trustee, officer, or employee and will inure to the benefit of
Executive’s heirs, executors, and administrators. In particular, Executive will continue to be entitled to the full benefit of the indemnification agreement dated as of the Effective Date between Executive and SITE Centers (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 14 and the provisions of the Indemnification Agreement, the provisions of the Indemnification Agreement shall control. 

15. Adjustment of Certain Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit to
be paid or provided hereunder or under any other plan or agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code, or any successor provision thereto, but for the application of
this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an
Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Internal Revenue Code, or any successor provision thereto, any tax imposed by any comparable provision of state law,
and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to the preceding sentence shall be made at the expense of the Company,
if requested by Executive or the Company, by the Company’s independent accountants or a nationally recognized law firm chosen by the Company. The fact that Executive’s right to payments or benefits may be reduced by reason of the
limitations contained in this Section shall not of itself limit or otherwise affect any other rights of Executive under this Agreement. In the event that any payment or benefit intended to be provided hereunder is required to be reduced pursuant to
this Section, then the reduction shall occur in the following order: (a) reduction of the lump sum amount set forth in Section 7.5(d); (b) reduction of the lump sum amount set forth in
Section 7.5(c); and (c) reduction, on a pro-rata basis, of any other “Excess Parachute Payments” payable under any plan or arrangement. 

16. Certain Expenses. This Section 16 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 Executive’s death. 

16.1 Reimbursement of Certain Expenses. SITE Centers will pay, as incurred, all expenses, including the reasonable fees of counsel
engaged by Executive, of Executive in (a) prosecuting any action to compel SITE Centers to comply with the terms of this Agreement upon receipt from Executive of an undertaking to repay SITE Centers for such expenses if it is ultimately


  
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determined by a court of competent jurisdiction that Executive had no reasonable grounds for bringing such action or (b) defending any action brought by a party other than Executive or
Executive’s personal representative to have this Agreement declared invalid or unenforceable. 
 16.2 Advancement of Certain
Expenses. Expenses (including the reasonable fees of counsel engaged by Executive) incurred by Executive in defending any action, suit, or proceeding commenced or threatened against Executive for any action or failure to act as an employee,
officer or director of SITE Centers and/or of any Subsidiary will be paid by SITE Centers, 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 Executive in which
Executive agrees to reasonably cooperate with SITE Centers 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 Executive 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 SITE Centers or a Subsidiary or with reckless disregard for the best interests of SITE Centers or a Subsidiary, or (b) if the action, suit, or proceeding is commenced or threatened against Executive for any action or failure to
act as an officer or employee, to repay the amount if it is ultimately determined that Executive is not entitled to be indemnified. The obligation of SITE Centers to advance expenses provided for in this
Section 16.2 will not be deemed exclusive of any other rights to which Executive may be entitled under the articles of incorporation or the regulations of SITE Centers or of any Subsidiary, or any
agreement, vote of shareholders or disinterested directors, or otherwise. 
 17. Survival of Obligations. Except as is otherwise
expressly provided in this Agreement, the respective obligations of SITE Centers and Executive under this Agreement will survive any termination of Executive’s employment under this Agreement. 

18. Notices. Notices and all other communications provided for in this Agreement must be in writing and will be deemed to have been duly
given upon receipt (or rejection) when delivered in person or by overnight delivery (to the chief legal officer of SITE Centers in the case of notices to SITE Centers and to Executive in the case of notices to Executive) or mailed by United States
registered mail, return receipt requested, postage prepaid, and addressed, if to SITE Centers, to its principal place of business, attention: Chief Legal Officer, and, if to Executive, to Executive’s home address last shown on the records of
SITE Centers, or to such other address or addresses as either party may furnish to the other in accordance with this Section 18. 

19. Entire Agreement. Except as otherwise set forth below in this Section 19, this Agreement and the
agreements specifically referenced herein supersede in their entirety all prior agreements between the parties, if any, and all understandings between them, if any, with respect to the subject matter of this Agreement. As provided in
Section 14, Executive 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. Mandatory Arbitration Before a Change in Control. Section 20.1 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 20 will limit the right of SITE Centers to seek and obtain injunctive relief in a court of equity for any breach or threatened breach by Executive of any of Executive’s covenants
contained in Section 12 above. 
 20.1 Scope of Arbitration. If this
Section 20.1 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 to be held before three arbitrators and
conducted in accordance with the Employment Arbitration 

  
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Rules and Mediation Procedures of the American Arbitration Association in the City of Cleveland, Ohio or New York, New York. 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. 

20.2 Other Disputes. If Section 20.1 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 20.1 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 21.8. Nothing in
this Section 20.2 imposes upon either party any obligation to discuss possible arbitration of any claim or controversy to which Section 20.1 does not apply
before bringing any court proceedings with respect to that claim or controversy. 
 21. Miscellaneous. 

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

21.2 Assistance. During the term of this Agreement and thereafter, Executive will provide reasonable assistance to SITE Centers in
litigation and regulatory matters that relate to events that occurred during Executive’s period of employment with SITE Centers and its predecessors, and will provide reasonable assistance to SITE Centers with matters relating to its corporate
history from the period of Executive’s employment with it or its predecessors. Executive 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. 
 21.3
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. 
 21.4 Benefit of Agreement. The rights and
obligations of SITE Centers under this Agreement will inure to the benefit of, and will be binding on, SITE Centers and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this
Agreement will inure to the benefit of, and will be binding upon, Executive and Executive’s heirs, personal representatives, and assigns. 

21.5 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. 

21.6 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. Notwithstanding anything in this 

  
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Agreement to the contrary, however, Executive acknowledges and agrees that this Agreement and any compensation described herein are subject to the terms and conditions of the Company’s
clawback policy (if any) as may be in effect from time to time including specifically to implement Section 10D of the Securities Exchange Act of 1934, as amended, and any applicable rules or regulations promulgated thereunder (including
applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “Compensation Recovery Policy”), and that applicable sections of this Agreement and any related documents shall be
deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof. 

21.7 Merger or Transfer of Assets of SITE Centers. During the Contract Period while Executive is employed by SITE Centers,
SITE Centers 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 Executive, 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 SITE Centers under this Agreement,
and the terms “SITE Centers” 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. 
 21.8 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 20, 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. 
 21.9 Termination of Status as Director or Officer. Notwithstanding anything in this Agreement to the
contrary, unless otherwise agreed to by SITE Centers and Executive prior to the Termination Date, Executive shall be deemed to have automatically resigned from all directorships and offices with SITE Centers and its Subsidiaries, and their
affiliates (including joint ventures), as of the Termination Date. 
 22. Definitions. 

22.1 Cause. The term “Cause” has the meaning set forth in Section 6.2. 

22.2 Change in Control. The term “Change in Control” means the occurrence, during the Contract Period while Executive is
employed by SITE Centers, of any of the following: 
 (a) consummation of a consolidation or merger in which SITE Centers is not the
surviving corporation, the sale of substantially all of the assets of SITE Centers, or the liquidation or dissolution of SITE Centers; 
 (b)
any person or other entity (other than SITE Centers or a Subsidiary or any SITE Centers 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 SITE Centers representing 30% or more of the voting power of SITE Centers’ outstanding securities without the prior
consent of the Board; or 

  
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 (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 SITE Centers during such two-year period whose
election, or nomination for election by SITE Centers’ 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 (either
by a specific vote or by approval of SITE Centers’ proxy statement in which such person is named as a nominee of SITE Centers for director), but excluding for this purpose any person whose initial assumption of office as a director of SITE
Centers occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors of SITE Centers 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 22.2(c), considered as though such person was a member of the Board at
the beginning of such period. 
 22.3 Committee. The term “Committee” means the Compensation Committee of the Board or any
other committee or subcommittee authorized by the Board to discharge the Board’s responsibilities relating to the compensation of SITE Centers’ executives and directors. 

22.4 Good Reason. The term “Good Reason” has the meaning set forth in
Section 6.3. 
 22.5 Internal Revenue Code. The term “Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended. 
 22.6 Section. References in this Agreement to one or more “Sections”
are to sections of this Agreement, except for references to certain Sections of the Internal Revenue Code. 
 22.7
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. 

22.8 Shares. The term “Shares” means the Common Shares, par value $0.10 per share (or such other par value as may be
established from time to time), of SITE Centers. 
 22.9 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 SITE Centers. 

22.10 Termination Date. The term “Termination Date” means the date on which Executive’s employment with SITE Centers and
its Subsidiaries terminates. 
 22.11 Triggering Event. A “Triggering Event” for the purpose of this Agreement will be
deemed to have occurred if, during the Contract Period while Executive is employed by SITE Centers: 
 (a) Within two years after the date on
which a Change in Control occurs, SITE Centers terminates the employment of Executive, other than in the case of a termination for Cause, a termination by SITE Centers pursuant to Section 6.1 following
Executive’s disability, or a termination based on death; or 
 (b) Within two years after the date on which a Change in Control occurs,
Executive terminates his employment with SITE Centers for Good Reason. 

  
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 IN WITNESS WHEREOF, SITE Centers and Executive have executed this Agreement, SITE Centers by
its duly authorized officer, as of the date first written above. 
  

			
	SITE Centers Corp.
		
	By:	 	 /s/ David R. Lukes

	Name:	 	David R. Lukes
	Title:	 	President and
		 	Chief Executive Officer
	
	 /s/ Conor Fennerty

	CONOR FENNERTY



  
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 EXHIBIT A 

ANNUAL BONUS OPPORTUNITY 

AS A PERCENTAGE OF YEAR-END BASE SALARY 

 

											
	Threshold	 	 	Target	 	 	Maximum	 
	 	37.5	% 	 	 	75	% 	 	 	112.5	% 

 PRSU AWARD OPPORTUNITIES 

AS A MULTIPLE OF “TARGET” 
  

											
	Threshold	 	  	Target	 	  	Maximum	 
	 	1/3 times	 	  	 	1 times	 	  	 	2 times	 













 EXHIBIT B 

Form of Release 
 In consideration of
certain benefits provided to                      (“Executive”) and to be received by Executive from SITE Centers
Corp. (the “Company”) as described in the Employment Agreement between the Company and Executive dated
                    ,          (the “Agreement”): 

 

	1.	 Claims Released. Executive, for himself and on behalf of anyone claiming through Executive
including each and all of Executive’s legal representatives, administrators, executors, heirs, successors and assigns (collectively, the “Executive Releasors”), does hereby fully, finally and forever release, absolve and
discharge the Company and each and all of its legal predecessors, successors, assigns, fiduciaries, parents, subsidiaries, divisions and other affiliates, and each of the foregoing’s respective past, present and future principals, partners,
shareholders, directors, officers, employees, agents, consultants, attorneys, trustees, administrators, executors and representatives (collectively, the “Company Released Parties”), of, from and for any and all claims, causes
of action, lawsuits, controversies, liabilities, losses, damages, costs, expenses and demands of any nature whatsoever, at law or in equity, whether known or unknown, asserted or unasserted, foreseen or unforeseen, that the Executive Releasors (or
any of them) now have, have ever had, or may have against the Company Released Parties (or any of them) based upon, arising out of, concerning, relating to or resulting from any act, omission, matter, fact, occurrence, transaction, claim,
contention, statement or event occurring or existing at any time in the past up to and including the date on which Executive signs this Release, including, without limitation, (a) all claims arising out of or in any way relating to
Executive’s employment with or separation of employment from the Company or its affiliates; (b) all claims for compensation or benefits, including salary, commissions, bonuses, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock options, restricted stock units or any other ownership interests in the Company Released Parties; (c) all claims for breach of contract, wrongful termination and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, invasion of privacy and emotional distress; (e) all other common law claims; and (f) all claims (including claims for discrimination, harassment, retaliation, attorneys
fees, expenses or otherwise) that were or could have been asserted by Executive or on his behalf in any federal, state, or local court, commission, or agency, or under any federal, state, local, employment, services or other law, regulation,
ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: the Age Discrimination in Employment Act (the “ADEA”),
as amended by the Older Workers’ Benefit Protection Act of 1990 (the “OWBPA”), Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act,
the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, Sarbanes-Oxley Act of 2002, the National Labor Relations Act, the Rehabilitation Act of 1973, the WARN Act, Federal Executive
Order 11246, and the Genetic Information Nondiscrimination Act. 


  

	2.	 Scope of Release. Nothing in this Release (a) shall release the Company from any of its
obligations set forth in the Agreement or any claim that by law is non-waivable, (b) shall release the Company from any obligation to defend and/or indemnify Executive against any third party
















	 	
claims arising out of any action or inaction by Executive during the time of his employment and within the scope of his duties with the Company to the extent Executive has any such defense or
indemnification right, and to the extent permitted by applicable law and to the extent the claims are covered by the Company’s director & officer liability insurance or (c) shall affect Executive’s right to file a claim for
workers’ compensation or unemployment insurance benefits. 

 Executive further acknowledges that by signing this Release,
Executive does not waive the right to file a charge against the Company with, communicate with or participate in any investigation by the EEOC, the Securities and Exchange Commission or any comparable state or local agency. However, Executive waives
and releases, to the fullest extent legally permissible, all entitlement to any form of monetary relief arising from a charge Executive or others may file, including without limitation any costs, expenses or attorneys’ fees. Executive
understands that this waiver and release of monetary relief would not affect an enforcement agency’s ability to investigate a charge or to pursue relief on behalf of others. Notwithstanding the foregoing, Executive will not give up his right to
any benefits to which he is entitled under any retirement plan of the Company that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or his rights, if any, under Part 6 of Subtitle B of Title I
of the Employee Retirement Income Security Act of 1974, as amended (COBRA), or any monetary award offered by the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. 

 

	3.	 Knowing and Voluntary ADEA Waiver. In compliance with the requirements of the OWBPA, Executive
acknowledges by his signature below that, with respect to the rights and claims waived and released in this Release under the ADEA, Executive specifically acknowledges and agrees as follows: (a) Executive has read and understands the terms of
this Release; (b) Executive has been advised and hereby is advised, and has had the opportunity, to consult with an attorney before signing this Release; (c) Executive is releasing the Company and the other Company Released Parties from,
among other things, any claims that Executive may have against them pursuant to the ADEA; (d) the releases contained in this Release do not cover rights or claims that may arise after Executive signs this Release; (e) Executive has been
given a period of 21 days in which to consider and execute this Release (although Executive may elect not to use the full 21-day period at Executive’s option); (f) Executive may revoke this Release during
the seven-day period following the date on which Executive signs this Release, and this Release will not become effective and enforceable until the seven-day revocation
period has expired; and (g) any such revocation must be submitted in writing to the Company c/o Aaron M. Kitlowski, Executive Vice President, General Counsel and Corporate Secretary, SITE Centers Corp., 3300 Enterprise Parkway, Beachwood, Ohio
44122 prior to the expiration of such seven-day revocation period. If Executive revokes this Release within such seven-day revocation period, it shall be null and void.



  

	4.	 Reaffirmation of Restrictive Covenants. Executive agrees to and reaffirms his obligations as
outlined in Section 12 of the Agreement (“Restrictive Covenants”), and acknowledges that the Restrictive Covenants remain in full force and effect. 



 

	5.	 Entire Agreement. This Release, the Agreement, and the documents referenced therein contain the
entire agreement between Executive and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Executive 















	 	
acknowledges that no other promises or agreements have been offered for this Release (other than those described above) and that no other promises or agreements will be binding unless they are in
writing and signed by Executive and the Company. 

 I agree to the terms and conditions set forth in this Release. 

EXECUTIVE 
  

			
	  

		
	Date: