Exhibit 10.1


    Exhibit
      10.1

    


    SEVERANCE,
      MUTUAL GENERAL RELEASE
      AND

    NON-DISPARAGEMENT
      AGREEMENT

    


    


    Equity
      One, Inc., and its agents, servants, officers, directors, employees,
      predecessors, subsidiaries, affiliates, and successors, are hereinafter
      collectively referred to as “Employer.”

    


    Alan
      Merkur
      his
      heirs, successors and assigns are hereinafter referred to as
“Employee.”

    


    WHEREAS,
      Employer and Employee previously entered into a letter agreement dated as March
      26, 2005 (the “Employment
      Agreement”),
      that
      governed the terms and conditions of Employee’s employment by
      Employer.

    


    WHEREAS,
      this
      Severance, Mutual General Release and Non-Disparagement Agreement (this
“Agreement”)
      is
      being executed by the Employer and Employee in connection with the termination
      of the Employment Agreement.

    


    WHEREAS,
      following execution of this Agreement and expiration of the seven-day revocation
      period referred to in Section 9 below, Employee will be entitled to the
      severance payments described in Section 5 below.

    


    WHEREAS,
      except
      as provided herein, Employee and Employer desire to compromise, finally settle,
      and fully release actual or potential claims including those related to
      Employee’s employment and termination of employment that Employee in any
      capacity may have or claim to have against the other.

    


    WHEREAS,
      Employee acknowledges that Employee is waiving his rights or claims only in
      exchange for consideration in addition to anything of value to which he already
      is entitled except as otherwise provided herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the Employer’s agreement to make severance
      payments as described in Section 5 below, Employer and Employee agrees as
      follows:

     

    


    Section
      1. The
      recitals above are true and correct.

    


    Section
      2. Except
      as
      provided in Section 3 below, effective upon Employee’s receipt of severance
      payments as described below, Employee does hereby release and discharge Employer
      from any and all claims, demands or liabilities whatsoever, whether known or
      unknown, which Employee ever had or may now have against the Employer, from
      the
      beginning of time to the date of this Agreement, including, without limitation,
      any claims, demands or liabilities in connection with Employee’s employment,
      including wrongful termination, breach of express or implied contract, unpaid
      wages, or pursuant to any federal, state, or local employment laws, regulations,
      or executive orders prohibiting inter
      alia,
      age,
      race, sex, national origin, religion, handicap, and disability discrimination,
      such as the Age Discrimination in Employment Act, Title VII of the Civil Rights
      Act of 1964, the Civil Rights Act of 1966, the Employee Retirement Income
      Security Act of 1974, the Americans with Disabilities Act of 1990, the
      Rehabilitation Act of 1973, the Florida Private Sector Whistleblower Act, the
      Fair Labor Standards Act, the Immigration Reform and Control Act, the Florida
      Civil Rights Act, the Family and Medical Leave Act, the Florida and Federal
      Constitutions; and any and all other federal, state, and local laws and
      regulations prohibiting, without limitation, discrimination in employment,
      retaliation, conspiracy, tortious or wrongful discharge, breach of an express
      or
      implied contract, breach of a covenant of good faith and fair dealing,
      intentional and/or negligent infliction of emotional distress, defamation,
      misrepresentation or fraud, negligence, negligent supervision, hiring, or
      retention, assault, battery, detrimental reliance, or any other
      offense.

    


    Section
      3. Employee’s
      release provided in Section 2 above does not waive (a) any claims that are
      not
      waivable by law, (b) rights or claims that may arise after this Agreement is
      executed, (c) any rights to indemnification arising under the charter or bylaws
      of the Employer or under any indemnification agreement between Employer and
      Employee and executed as a result of Employee’s employment as an officer of the
      Employer or its subsidiaries, (d) any rights under any director’s and officer’s
      insurance policy maintained by the Employer, (e) rights, if any, of the Employee
      under the Equity One, Inc. 401(k) Plan, (f) any rights (to the extent otherwise
      eligible) to continue medical and dental benefits, at his expense, under the
      continuation health coverage provisions of Title X of the Consolidated Omnibus
      Budget Reconciliation Act of 1986, or (g) rights under this
      Agreement.

    


    Section
      4. The
      parties agree, following the execution of this agreement, that neither shall
      make any comments of any kind that could be construed as negative concerning
      the
      other party or any of such party’s affiliates to any individual or entity,
      including but not limited to, future employers, competitors, stockholders,
      tenants, employees, vendors or financial or credit institutions, other than
      factual matters and other information that may be generally available to the
      public.

    


    Section
      5. In
      consideration of the release contained herein, following execution of this
      Agreement and expiration of the seven-day revocation period referred to in
      Section 9 below, the Employer shall (a) accelerate the vesting requirements
      on
      19,100 shares of restricted common stock of the Employer previously granted
      to
      Employee, following which such stock will be free of any contractual
      restrictions thereon, (b) accelerate the vesting requirements on options to
      purchase 60,000 shares of common stock of the Employer previously awarded to
      Employee, following which such options will be free of any contractual
      restrictions thereon and may be exercised for up to six months following the
      date hereof and (c) pay Employee a separation and severance payment in an amount
      equal to $116,100, less
      appropriate payroll deductions related thereto and any similar deductions on
      required by the acceleration of the restricted stock in (a) and (b) above.
      Employee will make arrangements to pay any taxes that may exceed the cash
      payment in (c) above. In addition, Employer hereby acknowledges that it will,
      following the termination of employment, pay to Employee any unpaid salary
      and
      accrued vacation in accordance with Employer’s normal payroll
      cycle.

    


    Section
      6. Except
      as
      provided in Section 7 below, Employer does hereby release and discharge Employee
      from any and all claims, demands or liabilities whatsoever, whether known or
      unknown or suspected to exist by Employer that Employer ever had or may now
      have
      against Employee from the beginning of time to the date of this Agreement
      including without limitation any claims, demands or liabilities in connection
      with Employee’s employment or termination of employment including without
      limitation breach of contract, wrongful termination, retaliation, assault,
      battery, negligence, negligent supervision, hiring or retention, intentional
      and/or negligent infliction of emotional distress, defamation and promissory
      estoppel.

    


    Section
      7. Employer’s
      release provided in Section 5 above does not waive: (a) any claims that are
      not
      waivable by law, (b) rights or claims that may arise after this Agreement is
      executed, (c) rights under this Agreement, (d) any criminal, malicious,
      dishonest or fraudulent acts committed by Employee in violation of any federal
      or state laws or regulations, (e) any breach of fiduciary duty Employee owed
      or
      owes to Employer in his capacity as an officer of the Company or its
      subsidiaries, and (f) any gross negligence or willful misconduct by Employee
      in
      the performance of his obligations under the Employment Agreement.

    


    Section
      8. Employee
      fully understands that if any fact with respect to which this Agreement is
      executed is found hereafter to be different from the facts Employee now believes
      to be true, he expressly accepts and assumes the risk of such possible
      difference in fact and agrees that this Agreement shall be effective
      notwithstanding such difference in fact.

    


    Section
      9. Pursuant
      to the provisions of the Older Workers Benefit Protection Act (OWBPA), which
      applies to Employee’s waiver of rights under the Age Discrimination in
      Employment Act, Employee has had a period of at least twenty-one (21) days
      within which to consider whether to execute this Agreement. Also pursuant to
      the
      OWBPA, Employee may revoke the Agreement within seven (7) days of its execution.
      It is specifically understood that this Agreement shall not become effective
      or
      enforceable until the seven-day revocation period has expired. Consideration
      for
      this Agreement as described in Section 5 above shall be paid by Employer to
      Employee upon expiration of the seven-day revocation period.

    


    Section
      10. Employee
      acknowledges that, pursuant to the OWBPA, Employer advised Employee, in writing,
      to consult with an attorney before executing this Agreement.

    


    Section
      11. This
      Agreement does not constitute an admission of a violation of any law, order,
      regulation, or enactment, or of wrongdoing of any kind by Employer or Employee
      and is entered into by the parties solely to end any controversy between
      them.

    


    Section
      12. This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Florida, both substantive and remedial. Each party
      unconditionally and irrevocably agrees that the exclusive forum and venue for
      any action, suit or proceeding involving the Agreement shall be in Miami-Dade
      County, Florida, and consents to submit to the exclusive jurisdiction,
      including, without limitation, personal jurisdiction, and forum and venue of
      the
      Circuit Courts of the State of Florida or the United States District Court
      for
      the Southern District of Florida, in each case, located in Miami-Dade County,
      Florida.

    


    Section
      13. The
      failure of any provision of this Agreement shall in no manner affect the right
      to enforce the same, and the waiver by any party of any breach of any provision
      of this Agreement shall not be construed to be a waiver of such party of any
      succeeding breach of such provision or a waiver by such party of any breach
      of
      any other provision. In the event that any provision or portion of this
      Agreement shall be determined to be invalid or unenforceable for any reason,
      the
      remaining provisions of this Agreement shall be unaffected thereby and shall
      remain in full force and effect.

    


    Section
      14. This
      Agreement represents the entire understanding and agreement between the parties
      with respect to the subject matter hereof and there are no promises, agreements,
      conditions, undertakings, warranties, or representations, whether written or
      oral, express or implied, between the parties other than as set forth herein.
      This Agreement cannot be amended, supplemented, or modified except by an
      instrument in writing signed by the parties against whom enforcement of such
      amendment, supplement or modification is sought.

    


    Section
      15. This
      Agreement may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, and by the parties hereto in separate counterparts,
      each of which when executed shall be deemed to be an original, but all of which
      taken together shall constitute one and the same Agreement.

    


    Section
      16. EMPLOYEE
      STATES THAT HE HAS CAREFULLY READ THIS RELEASE, IT HAS BEEN FULLY EXPLAINED
      TO
      HIM, THAT HE HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY AN ATTORNEY, AND
      THAT HE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, AND THAT THE ONLY
      PROMISES MADE TO HIM TO SIGN THE RELEASE ARE THOSE STATED IN THE RELEASE, AND
      THAT EMPLOYEE IS SIGNING THIS RELEASE VOLUNTARILY WITH THE FULL INTENT OF
      RELEASING EMPLOYER OF ALL CLAIMS DESCRIBED HEREIN.

    


    Section
      16. In
      the
      event either party commences litigation to enforce such party's rights
      hereunder, the prevailing party in such litigation shall, be entitled to recover
      the reasonable costs and attorneys fees incurred in such litigation from the
      other party, at all tribunal levels.

    


    The
      parties hereto have executed this Agreement effective upon execution by the
      last
      party to execute this Agreement, subject to expiration of the seven-day
      revocation period referred to in Section 9 above.

     

    


    
      	 	 	 
	 	EQUITY
              ONE, INC.
	 
 	 
 	 
 
	Date: 
              February 23, 2007	By:  	/s/
              Jeffrey Olson
	 	
              

            
	 	Title: 
              President and Chief Executive Officer


    

     

    
      	 	 	 
	 
 	 
 	 
 
	Date: 
              February 23, 2007	By:  	/s/ 
Alan
              Merkur
	 	
              

            
	 	      
              Alan Merkur