EX-10.1



 





EXHIBIT 10.1




EMPLOYMENT AGREEMENT



THIS AGREEMENT, dated March 8, 2007 is made by and between Kimco Realty Corporation (the
“Company”), a Maryland corporation, and David Henry (the “Executive”).





	1.	 	Employment. The Company hereby agrees to employ Executive, and Executive hereby
agrees to be employed by the Company, upon the terms and subject to the conditions set forth
in this Agreement.
	 
	2.	 	Certain Definitions.






	 	a.	 	“Base Salary” is defined in Section 6(a).
	 
	 	b.	 	“Bonus” is defined in Section 6(b).
	 
	 	c.	 	“Automobile” is defined in Section 6(c).
	 
	 	d.	 	“Benefits” is defined in Section 6(e).
	 
	 	e.	 	“Board” means the Board of Directors of the Company.
	 
	 	f.	 	“Calendar Quarter” shall mean each of the three-month periods
ending March 31, June 30, September 30 and December 31 of each year.
	 
	 	g.	 	“Cause”. For purposes of this Agreement, “Cause” shall mean
any of the following (i) conviction of a crime (including conviction on a nolo
contendere plea) involving the commission by Executive of a felony or of a criminal
act involving, in the good faith judgment of the Company, fraud, dishonesty, or
moral turpitude; (ii) deliberate and continual refusal to perform employment duties
reasonably requested by the Company or an affiliate after thirty (30) days’ written
notice by certified mail of such failure to perform, specifying that the failure
constitutes cause (other than as a result of vacation, sickness, illness or
injury); (iii) fraud or embezzlement determined in accordance with the Company’s
normal, internal investigative procedures consistently applied in comparable
circumstances; or (iv) gross misconduct or gross negligence in connection with the
business of the Company or an affiliate which has a substantial adverse effect on
the Company or the affiliate (v) violation of any of the company policies
prohibiting harassment or discrimination in the workplace.
	 
	 	h.	 	“Change in Control”. For purposes of this Agreement, a “Change
in Control” shall mean (i) a sale of all or substantially all of the assets of the
Company to a Person who is not an Affiliate of the Company or an entity in which
the shareholders of the Company immediately prior to such transaction do not
control more than 50% of the voting power




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	 	 	 	immediately following the transaction, (ii) a sale by any Person resulting in more
than 50% of the voting stock of the Company being held by a Person or Group that
does not include Company or (iii) a merger or consolidation of the Company into
another entity which is not an Affiliate of the Company or an entity in which the
shareholders of the Company immediately prior to such transaction do not control
more than 50% of the voting power immediately following the transaction.
	 
	 	i.	 	“Significantly Disabled” For purposes of this Agreement,
Executive shall be “Significantly Disabled” with or without reasonable
accommodation if Executive is physically or mentally incapacitated so as to render
Executive incapable of performing his usual and customary duties under this
Agreement. Executive’s receipt of disability benefits under the Company’s
long-term disability benefits plan (the “LTD Plan”) or receipt of Social Security
disability benefits shall be deemed conclusive evidence of Total Disability for
purpose of this Agreement; provided, however, that in the absence of Executive’s
receipt of such long-term disability benefits or Social Security benefits, the
Company may, in its reasonable discretion (but based upon appropriate medical
evidence), determine that Executive is Significantly Disabled.
	 
	 	j.	 	“Effective Date” shall mean April 15, 2007
	 
	 	k.	 	“Stock Options” is defined in Section 6(d).
	 
	 	l.	 	“Term of Employment” is defined in Section 3.
	 
	 	m.	 	“Renewed Term of Employment” is defined in Section 4.






	3.	 	Term of Employment. The period of Executive’s employment under this Agreement shall
begin as of the Effective Date and shall continue until April 14, 2011 (the “Term of
Employment”), unless sooner terminated in accordance with Section 7 below or unless renewed
pursuant to Section 4 or extended by mutual agreement of the parties.
	 
	4.	 	Renewal. If this Agreement is not otherwise terminated, it will automatically renew
for a term of one (1) year (the “Renewed Term of Employment”) effective on the day after the
Term of Employment ends (the “renewal date”), unless either party hereto gives written notice
of non-renewal at least ninety (90) days prior to the end of the Term of Employment.
	 
	5.	 	Duties and Responsibilities.






	 	(a)	 	During the Term of Employment and any Renewed Term of Employment, the Executive
shall serve as Vice Chairman and Chief Investment Officer of the company. In such
capacity, Executive shall perform the customary duties and have the customary
responsibilities of such positions and such other duties as may be assigned to
Executive from time to time by the




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	 	 	 	officer to whom Executive reports or by the designee of the Company’s Chief
Executive Officer.
	 
	 	(b)	 	Executive agrees to faithfully serve the Company, devote his full working time,
attention and energies to the business of the Company, its subsidiaries and affiliated
entities, and perform the duties under this Agreement to the best of his abilities.
	 
	 	(c)	 	Executive agrees (i) to comply with all applicable laws, rules and regulations,
and all requirements of all applicable regulatory, self-regulatory, and administrative
bodies; (ii) to comply with the Company’s rules, procedures, policies, requirements,
and directions; and (iii) not to engage in any other business or employment without the
written consent of the Company except as otherwise specifically provided herein.
	 
	 	(d)	 	In connection with his employment during the Term of Employment and Renewed
Term of Employment, the Executive shall be based at the Company’s principal executive
offices in New Hyde Park, NY, or such other location as shall be agreed between the
Executive and the Company.






	6.	 	Compensation and Benefits.






	 	(a)	 	Base Salary. During the Term of Employment or Renewed Term of
Employment, if any, the Executive shall receive a base salary (“Base Salary”) at a rate
of $700,000 per annum (or such greater amount as shall be recommended by the Company’s
Chief Executive Officer and approved by the Executive Compensation Committee), payable
monthly or more frequently in accordance with the Company’s practice as applied to
other senior executives. Such base salary shall be reviewed at least annually.
	 
	 	(b)	 	Bonus. Provided that Executive remains employed hereunder on such
dates, Executive shall become entitled to receive a cash bonus (the “Minimum Bonus”) at
the minimum amount of $600,000 (or such greater amount as recommended by the Company’s
Chief Executive Officer and approved by the Executive Compensation Committee) to be
paid in equal quarterly installments on the last day of each Calendar Quarter.
	 
	 	(c)	 	Automobile. During the term of Employment and Renewed Term of
Employment, if any, the Company shall also provide Executive with use of an automobile
selected by Executive and shall pay fuel, oil and other vehicle necessities and
maintenance and repairs cost and expenses for or to the automobile and shall provide a
driver for the Executive’s use of the automobile on Company business.
	 
	 	(d)	 	Equity Compensation. Executive shall be eligible to be granted options
to purchase shares of the Company’s common stock (“Stock Options”) in accordance with
the terms of the Stock Option Plan for Key




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	 	 	 	Employees and Outside Directors of Kimco Realty Corporation (the “Amended and
Restated 1998 Equity Participation Plan”), or any successor plan thereto, and may be
eligible for future grants as well. In accordance with the above mentioned “Amended
and Restated 1998 Equity Participation Plan”, he is also entitled to participate in
the Restricted Stock Program.
	 
	 	 	 	Regardless of whether Executive has at any time been granted Stock Options, if
	 
	 	 	 	(i)   Executive is employed by the Company on April 2, 2011, or
	 
	 	 	 	(ii)   a Change of Control occurs prior to April 2, 2011 and Executive
is employed by the Company on such date,
	 
	 	 	 	then the Company shall grant Executive 75,000 shares of the Company’s common stock
effective as of such date. The number of shares to be granted will be adjusted for
stock splits, if any, occurring after the date of this Agreement and will vest on a
Change of Control. If Executive’s employment is terminated by the Company without
Cause pursuant to Section 7(d) below prior to the occurrence of either of the events
described in this paragraph, then if he meets the conditions described in Section
8(c) below he will be granted stock in accordance with Section 8(c)(v).
	 
	 	(e)	 	Benefits. During the Term of Employment or Renewed Term of Employment,
if any, the Executive shall be entitled to participate in or receive benefits under the
employee benefit plans (including health, welfare and insurance plans) and other
arrangements made available by the Company to its senior employees generally
(collectively “Benefits”), subject to and on a basis consistent with the terms,
conditions and overall administration of such plans or arrangements. Additionally,
Executive shall receive a life insurance policy in the amount of $3,500,000.
	 
	 	(f)	 	Business Expenses. The Company shall reimburse the Executive for all
reasonable travel and other business expenses incurred by the Executive in the
performance of his duties to the Company hereunder provided that such expenses are
incurred for business reasons and accounted for in accordance with the Company’s
policy.
	 
	 	(g)	 	No Waiver. The Executive shall also be entitled to such other benefits
or terms of employment as are provided by law.






	7.	 	Termination of Employment. The Executive’s employment hereunder may be terminated by
the Company or the Executive, as applicable, without any breach of this Agreement only under
the following circumstances:






	 	(a)	 	Death. The Executive’s employment hereunder shall terminate upon his
death.




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	 	(b)	 	Disability. If the Company determines in good faith that the Executive
is Significantly Disabled during the Term of Employment, the Company may give the
Executive written notice of its intention to terminate the Executive’s employment. In
such event, the Executive’s employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive, provided that within the 30
days after such receipt, the Executive shall not have returned to full-time performance
of his duties with or without a reasonable accommodation.
	 
	 	(c)	 	Cause. The Company may terminate the Executive’s employment hereunder
for Cause.
	 
	 	(d)	 	Without Cause. The Company may terminate the Executive’s employment at
any time hereunder without Cause upon thirty (30) days notice.
	 
	 	(e)	 	Expiration of Term of Employment and Ninety Day Notice Not to Renew.
Executive’s employment hereunder shall terminate upon expiration of the Term of
Employment upon written notice by either party provided ninety (90) days before the
expiration of the Term of Employment in accordance with Section 4, above, or if this
Agreement is renewed, before expiration of the Renewed Term of Employment, if
applicable. The giving of notice not to renew shall not constitute a termination
without Cause.
	 
	 	(f)	 	Notice of Termination. Any termination of the Executive’s employment
hereunder (other than by reason of the Executive’s death or expiration of the Term of
Employment or Renewed Term of Employment, if any) shall be communicated by a notice of
termination to the other parties hereto. For purposes of this Agreement, a “notice of
termination” shall mean a written notice which (i) indicates the specific termination
provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts
and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision indicated and (iii) specifies the effective date of the
termination.






	8.	 	Compensation Following Termination of Employment. Upon termination of Executive’s
employment under this Agreement, Executive (or his/her designated beneficiary or estate, as
the case may be) shall be entitled to receive the following compensation:






	 	(a)	 	Base Salary and Accrued but Unpaid Expenses and Vacation. The Company
shall pay Executive any Base Salary for services rendered to the date of termination,
any accrued but unpaid expenses required to be reimbursed under this Agreement, and any
vacation accrued, but unused, to the date of termination.
	 
	 	(b)	 	Other Compensation and Benefits. Except as otherwise provided under
this Agreement,










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	 	(i)	 	any other compensation or benefits to which Executive may be
entitled at the time of termination shall be determined and paid in accordance
with the terms of such plans, policies and arrangements providing such
compensation or benefits, and
	 
	 	(ii)	 	except as provided hereunder, Executive shall have no right to
receive any other compensation, or to participate in any other plan,
arrangement or benefit, with respect to future periods after such termination
or resignation.






	 	(c)	 	Additional Compensation Payable Following Termination without Cause.
If the Executive’s employment shall terminate without Cause (pursuant to Section 7(d)),
and if Executive executes a “Separation Agreement and General Release”, the Company
shall provide the following compensation and benefits to Executive unless the Change in
Control provisions of Section 23 below apply:






	 	(i)	 	Base Salary. The Company shall pay the Executive a
severance benefit equal to the greater of A) the remaining Base Salary payments
to which Executive would be entitled for the remainder of the Term of
Employment (or if this Agreement is renewed, the Renewed Term of Employment) if
such termination had not occurred or B) one year’s payment of Base Salary.
Such payments shall be made at the same time and in the same manner as such
compensation had been paid prior to such termination of employment.
	 
	 	(ii)	 	Minimum Bonus. The Company shall pay Executive the
Minimum Bonus(es) that he would have received pursuant to Section 6(b) if his
employment had continued until the end of the Term of Employment (or if this
Agreement is renewed, until the end of the Renewed Term of Employment).
	 
	 	(iii)	 	Continuation of Benefits. The Company shall make all
necessary payments for and provide all Benefits to Executive under this
Agreement as if his employment had continued until the end of the Term of
Employment (or if this Agreement is renewed, until the end of the Renewed Term
of Employment) or for one year, whichever is greater.
	 
	 	(iv)	 	Vesting of Stock Options and Restricted Stock Awards.
All outstanding unvested Stock Options and Restricted Stock shall become
immediately vested and fully exercisable.
	 
	 	(v)	 	Stock Grant Pursuant to Section 6(d). If at the time
Executive’s employment is terminated, Executive is not yet eligible to be
granted the 75,000 shares of the Company’s common stock pursuant to the second
paragraph of Section 6(d) above, then the




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	 	 	 	Company shall grant 75,000 shares of the Company’s common stock to Executive
effective as of such termination. The number of shares to be granted will
be adjusted for stock splits, if any, occurring after the date of this
Agreement and such shares shall be immediately vested.
	 
	 	(vi)	 	Upon death or significant disability, the Executive (or such
Payee as the Executive shall have designated on the signature page hereof)
shall be entitled to six (6) months of base salary (or such greater amount as
determined in Section 6(a), above) and any options with respect to common stock
options of the Company then held by Executive, which are not yet exercisable
shall thereupon become exercisable in accordance with the terms of such option.






	 	(d)	 	No Other Compensation. If Executive’s employment is terminated by
reason of Cause or resignation by Executive (other than in accordance with Section 23
below following a Change in Control) or Expiration of the Term of Employment or Renewed
Term of Employment, if any, then Executive shall not be entitled to any other
compensation or benefits from the Company except as described in Section 8(a) and (b)
above.






	  9.	 	Survival. The expiration or termination of the Term of Employment or Renewed Term of
Employment, if any, shall not impair the rights or obligations of any party hereto which shall
have accrued hereunder prior to such expiration.






	10.  	Disputes. Any dispute or controversy arising under, out of, in connection with or in
relation to this Agreement shall, at the election and upon written demand of any party to this
Agreement, be finally determined and settled by arbitration in Garden City, New York in
accordance with the rules and procedures of the American Arbitration Association, and judgment
upon the award may be entered in any court having jurisdiction thereof. In such arbitration,
each party shall bear its own legal fees and related costs, except that the parties shall
share the fee of the arbitrator, where Employee pays an amount equal to the cost of the filing
fee or purchasing an index number in federal or state court, whichever is less. To the extent
that any claim is found not to be subject to arbitration, such claim shall be either decided
by the U.S. District Court for the Eastern District of New York, or the Supreme Court in and
for Nassau County, New York and all such claims shall be adjudicated by a judge sitting
without a jury.






The prevailing party in any such proceeding shall be entitled to collect from the other
party, all legal fees and expenses as permitted by law.


 
	11.  	Restrictive Covenants.








This Section 11 shall not apply in the event of termination following a Change in Control
(as defined in Section 2(h), above), pursuant to Section 23, below.



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	 	(a)	 	Confidentiality. 






	 	(i)	 	During Executive’s Term of Employment or Renewed Term of
Employment, if any, with the Company, Executive will not use or disclose to any
individual or entity any Confidential Information (as defined below) except (i)
in the performance of Executive’s duties for the Company, (ii) as authorized in
writing by the Company, or (iii) as required by law or legal process, provided
that prior written notice of such required disclosure is provided to the
Company and that all reasonable efforts to preserve the confidentiality of such
information shall be made.
	 
	 	(ii)	 	As used herein, “Confidential Information” shall mean
information that (i) is used or potentially useful in the Company’s business,
(ii) the Company treats as proprietary, private or confidential, and (iii) is
not generally known to the public. “Confidential Information” includes,
without limitation, information relating to the Company’s products or services;
marketing, selling or business or development plans; current or prospective
customer, client, landlord, owner and tenant lists and data, trade secrets,
call lists, manuals, policies, memoranda, notes, records, technical data,
sketches, plans, drawings, formulae, research and development data, sources of
supply and material, operating and cost data, financial information and
personnel information. “Confidential Information” also includes proprietary
and/or confidential information of the Company’s customers, clients, landlords,
owners, tenants, suppliers and business or joint venture partners who may share
such information with the Company pursuant to a confidentiality agreement or
otherwise.






	 	(b)	 	Non-Competition. In consideration of Executive’s employment or the
continuation of Executive’s employment with the Company and the access to Confidential
Information provided by the Company, including customer, client, landlord, owner and
tenant contact information, Executive agrees and covenants that:






	 	(i)	 	Executive shall not in any states where the Company does
business enter into competition (as defined below) with the Company during
Executive’s Term of Employment or Renewed Term of Employment, if any, with the
Company or, if he resigns or is deemed to have resigned from employment (e.g.,
job abandonment), until April 15, 2011.
	 
	 	(ii)	 	As used herein, the term “competition” shall mean the
direct or indirect ownership, management, employment or other participation in
any business whose products or activities compete in whole or in part with the
services or activities of the Company or






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	 	 	 	any of its subsidiaries, including, without limitation, any real estate
investment trust or other business which manages, or owns and operates, or
purchases and sells shopping malls or shopping centers, provided, however,
that Executive may acquire up to one percent of any class of securities of
any enterprise if such securities are listed on any national or regional
securities exchange or have been registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended.





	(c)	 	Non-Solicitation.







	 	(i)	 	While employed by the Company or, if he resigns or is deemed to
have resigned from employment (e.g., job abandonment), until April 15, 2011,
Executive shall not in any capacity employ or solicit for employment, or
recommend that another person employ or solicit for employment, any person who
is then and was at any time during Executive’s employment an employee, sales
representative or agent of the Company or any subsidiary or affiliate of the
Company.
	 
	 	(ii)	 	Executive agrees that while employed by the Company or, if he
resigns or is deemed to have resigned from employment (e.g., job abandonment),
until April 15, 2011, he will not, on behalf of himself, or any other person,
firm or corporation, solicit any of the Company’s customers, clients,
landlords, owners, tenants, and business or joint venture partners with whom he
has had contact while working for the Company; nor will Executive in any way,
directly or indirectly, for himself, or any other person, firm, corporation or
entity, divert, or take away any of the Company’s customers, clients,
landlords, owners, tenants, suppliers and business or joint venture partners
with whom Executive has had contact. For purposes of this Section, the term
“contact” shall mean engaging in any communication, whether written or oral,
with the customer, client, landlord, owner, tenant, supplier and business or
joint venture partner or any representative thereof, or obtaining any
information with respect to such customer, client, landlord, owner, tenant,
supplier and business or joint venture partner or representative thereof.






	(d)	 	Remedies for Breach of Confidentiality, Non-Competition and
Non-Solicitation Provisions of this Agreement. Executive acknowledges that this
Section 11, its terms and his compliance are necessary to protect the Company’s
Confidential and Proprietary Information, its business and its goodwill, and that a
breach of any of Executive’s promises contained in this Section 11 will irreparably and
continually damage the Company to an extent that money damages may not be adequate.
For these reasons, Executive agrees that in the event of a breach or threatened breach
by the




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	 	 	 	Executive of this Section 11, the Company shall be entitled to a temporary
restraining order and preliminary injunction restraining Executive from such breach,
without the posting of a bond. Nothing contained in this Section shall be construed
as prohibiting the Company from pursuing any other remedies available for such
breach or threatened breach or any other breach of this Agreement. The Company and
Executive further acknowledge and agree that it may be difficult, if not impossible;
to compute the actual damages that will be suffered by the Company upon Executive’s
violation of this Section 11. It is agreed, therefore, that in the event Executive
breaches these provisions, Executive shall pay to the Company liquidated damages of
a full year’s salary during any period of breach and forfeit any payments due under
Agreement, or any actual damages that the Company may incur as a result of such
breach, whichever amount is greater, in addition to any other damages, including
without limitation punitive damages, attorney’s fees and costs, awarded by a court
or arbitrator related to any breach of these provisions.
	 
	 	(e)	 	Effect of Termination of Employment. Notwithstanding the provisions of
Section 7(e) of this Agreement, the period of Executive’s employment for purposes of
determining the applicability of the restrictions contained in Section 11 of this
Agreement shall include any period during which Executive is employed by the Company’s
successors or assigns. Upon termination of employment, as defined herein and for
whatever cause, Executive shall immediately deliver to the Company or its successors or
assigns, all Company property, including without limitation all Confidential
Information as defined above.






	12.	 	Withholding of Taxes. The Company shall withhold from any compensation and benefits
payable under this Agreement all applicable federal, state, local, or other taxes.
	 
	13.	 	Binding on Successors. This Agreement shall be binding upon and inure to the benefit
of the Company, the Executive and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributees, devisees, and legatees, as
applicable. The Company shall cause any successor to all or substantially all of its assets
or business to assume this Agreement.
	 
	14.	 	Governing Law. This Agreement is being made and executed in and is intended to be
performed in the State of New York, and shall be governed, construed, interpreted and enforced
in accordance with the substantive laws of the State of New York without regard to its
conflict or choice of law rules.
	 
	15.	 	Validity. The invalidity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.




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	16.	 	Notices. Any notice, request, claim, demand, document and other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in
writing and delivered personally or sent, by telex, telecopy, facsimile transmission, or
certified or registered mail, postage prepaid, as follows:





         If to the Company, addressed to:



3333 New Hyde Park Rd.

New Hyde Park, NY 11042

Att: President





	 	If to the Executive, to him at the address set forth below under his signature; or at
any other address as any party shall have specified by notice in writing to the other
parties in accordance herewith.






	17.	 	Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the
same Agreement. This Agreement shall not become enforceable until executed by the Company.
	 
	18.	 	Entire Agreement. The terms of this Agreement are intended by the parties to be the
final expression of their agreement with respect to the employment of the Executive by the
Company, may not be contradicted by evidence of any prior or contemporaneous agreement and
supersedes any and all prior agreements. The parties further intend that this Agreement shall
constitute the complete and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative, or other legal proceeding to
vary the terms of this Agreement.
	 
	19.	 	Amendments; Waivers. This Agreement may not be modified, amended, or terminated
except by an instrument in writing, signed by the Executive and a disinterested director of
the Company or by an arbitrator or court seeking to render enforceable through “judicial”
modification an otherwise unenforceable provision. By an instrument in writing similarly
executed, the Executive or the Company may waive compliance by the other party with any
provision of this Agreement that such other party was or is obligated to comply with or
perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel
with respect to, any other or subsequent failure. No failure to exercise and no delay in
exercising any right, remedy, or power hereunder shall preclude any other or further exercise
of any other right, remedy, or power provided herein or by law or in equity.
	 
	20.	 	No Inconsistent Actions; Cooperation.






	 	(a)	 	The parties hereto shall not voluntarily undertake or fail to undertake any
action or course of action inconsistent with the provisions or essential intent of this
Agreement. Furthermore, it is the intent of the parties hereto





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	 	 	 	to act in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.
	 
	 	(b)	 	Each of the parties hereto shall cooperate and take such actions, and execute
such other documents as may be reasonably requested by the other in order to carry out
the provisions and purposes of this Agreement.






	21.	 	No Alienation of Benefits. To the extent permitted by law the benefits provided by
this Agreement shall not be subject to garnishment, attachment or any other legal process by
the creditors of the Executive, his beneficiary or his estate.
	 
	22.	 	Indemnification. The Company shall provide indemnification to the Executive to the
extent permitted by the Company’s corporate bylaws and under New York law.
	 
	23.	 	Change in Control.






	 	(a)	 	Requirements for Additional Compensation. If a Change in Control
occurs and the Executive’s employment is terminated for any reason, at any time by the
Company without Cause pursuant to Section 7(d) above, or by the Executive if prior to
the end of the 60-day period beginning on the date of the Change in Control, the
Company shall provide the Executive with the additional compensation and benefits
described in this Section 23.
	 
	 	(b)	 	Lump Sum Payment. The Company shall pay Executive an amount equal to
the lesser of:






	 	(i)	 	The amount of Base Salary under this Agreement (or any salary
of greater amount he was receiving as was determined pursuant to Section 6(a))
and bonus (defined by the amount of bonus he most recently received or the
Executive’s minimum bonus, if he has never yet received a bonus), that
would have been payable to the Executive if he had continued in employment
until the end of the Term of Employment or Renewed Term of Employment, if any;
or
	 
	 	(ii)	 	The greatest payment which in combination with all other
payments to which he would be entitled, would not constitute an “excess
parachute payment” as such term is defined in Section 280G(b)(1) of the
Internal Revenue Code.
	 
	 	The amount determined under this subsection (b) of this Section 23 will be paid to
Executive in a single lump sum within thirty (30) days after his last day of
employment.






	 	(c)	 	Continuation of Benefits. The Company shall make all necessary
payments for and provide all Benefits to Executive under this Agreement as if his
employment had continued until the later of the end of the Term





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	 	 	 	of Employment (or if the Agreement is renewed, the Renewed Term of Employment) or
the end of the one-year period beginning on his date of termination.
	 
	 	(d)	 	Vesting of Stock Options. All outstanding unvested Stock Options shall
become immediately vested and fully exercisable.




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above
written.




	 	 	 	 	 	 	 
	 	 	KIMCO REALTY CORPORATION,

a Maryland Corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Milton Cooper	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	     Milton Cooper	 	 






EXECUTIVE




	 	 	 
	/s/ David B. Henry
 

David B. Henry

	 	 







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