EX-10.1






RAMCO-GERSHENSON, INC.

31500 Northwestern Hwy., Suite 300

Farmington Hills, Michigan 48334




February 24, 2006




Mr. Thomas Litzler


2401 Meadowridge Court


Ann Arbor, Michigan 48105



Dear Thomas:



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



1. Your Employment Duties and Responsibilities.



(a) During the “Term” (as defined in paragraph 2 below), you will be employed by the Company
as its Executive Vice President of Development and New Business Initiatives and will devote
substantially all of your full working time and attention, as well as your best efforts, to such
position. You will report to the President and Chief Executive Officer of the Company and will
have such authority and responsibilities and perform such duties for the Company as may from time
to time be established by the Chief Executive Officer of the Company.



2. Term. The term of your employment under this Agreement (the “Term”) will begin on
the date you will commence your employment with the Company, which date, subject to the mutual
agreement of the parties, is expected to occur approximately February 28, 2006 and will continue,
subject to the termination provisions set forth in paragraph 5 below, until December 31, 2007.
During the Term, your employment will be at-will, but upon the termination of your employment prior
to the expiration of the Term you will be entitled to the termination benefits set forth in
paragraph 6, below.



3. Compensation.



(a) During each year of the Term, you will receive a base salary at the annual rate of
$295,000, payable in accordance with the Company’s standard payroll procedures. You will also be
eligible to participate in any bonus program generally available to executive officers of the
Company. The Company’s current bonus plan compensates bonus eligible employees for successful
execution of corporate, departmental and individual goals. Under the program as currently
structured, you would be eligible for an annual incentive for successful execution of goals at the
following percentages of annual base salary:



	 	 	 	 	 	 	 	 	 
	Threshold
	 	 	—	 	 	 	20	%
	Target
	 	 	—	 	 	 	40	%
	High
	 	 	—	 	 	 	60%.	 






(b) You will also be eligible to participate in any Long Term Incentive Plan generally
available to executive officers of the Company. The current LTIP award for your position, based on
achieving Target performance, is a grant with a value equal to 90% of annual base salary.



(c) Within 30 days after the date you commence employment, you will be paid a starting bonus
of $100,000.



(d) Within 60 days after the date you commence employment, you will be compensated for the
value of restricted shares and stock options which lapse due to your change in employment, in an
amount determined by a third party consultant to the Company (currently estimated to be in the
range of $150,000 — $200,000) by some combination of cash, restricted stock and/or stock options.



4. Fringe Benefits.



(a) In addition to your other compensation, during the Term, you will be entitled to receive
from the Company the same fringe benefits as are generally made available from time to time to
other executive officers of the Company. You will also be entitled to three weeks of vacation
annually, and the Company will reimburse you for your COBRA premiums for three months, until you
become eligible to participate in the Company’s health plan..



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



5. Termination.



(a) Death. This Agreement will terminate immediately upon your death.



(b) Disability. This Agreement will terminate immediately upon your Disability.
Disability shall be as defined under the Company’s disability plan, which definition will be
conclusive and binding.



(c) With Cause. The Company will have the right, upon written notice to you, to
terminate your employment under this Agreement for Cause. Such termination will be effective
immediately upon such written notice. For purposes of this Agreement, termination of your
employment for “Cause” means termination for your commission of a felony or crime involving moral
turpitude; embezzlement, misappropriation of Company property or other acts of dishonesty or fraud;
material breach of your duties of good faith or loyalty to the Company; neglect of significant job
responsibilities which is not cured within 10 days of your receipt of written notice thereof;
material breach of this Agreement which is not cured within 10 days of your receipt of written
notice of such breach; or repeated failure, after written notice, to follow specific directions
from the President and Chief Executive Officer and/or the Board of Directors of the Company.



(d) Change in Control. If your employment is terminated by the Company without Cause
prior to expiration of the Term and within twelve months after a Change in Control (as defined
below), the provisions of paragraph 6(d) below will apply. The term “Change in Control” means the
acquisition by any person or group of commonly controlled persons, directly or indirectly, of more
than thirty-five percent (35%) of the voting control or value of the capital stock of the Company,
or the approval by the shareholders of the Company of an agreement to merge or consolidate with
another corporation or other entity resulting (whether separately or in connection with a series of
transactions) in a change in ownership of thirty-five percent (35%) or more of the voting control
or value of the capital stock of the Company, or an agreement to sell or otherwise dispose of all
or substantially all of the Company’s assets (including a plan of liquidation or dissolution).



6. Termination Benefits.



(a) The amounts described in this paragraph 6 will be in lieu of any termination or severance
payments required by the Company’s policy or applicable law (other than continued medical or
disability coverage to which you or your family are entitled under the Company’s then existing
employment policies covering Company executives or then applicable law), and will constitute your
sole and exclusive rights and remedies with respect to the termination of your employment with the
Company. All payments under this paragraph 6 will be payable in accordance with the Company’s
normal payroll procedures, and the Company may withhold from any payments made under this paragraph
6 all federal, state, city or other taxes to the extent such taxes are required to be withheld by
applicable law.



(b) If your employment is terminated by the Company without Cause during the Term and Section
6(d) does not apply, you will be entitled to be paid an amount equal to the greater of (i) the base
salary remaining during the balance of the Term or (ii) one year’s base salary. This benefit shall
also apply if your employment is terminated by the Company without Cause, during the year ending
December 31, 2008 or if the Company refuses to employ you during such year, without Cause, for a
base salary of at least $295,000.



(c) If your employment is terminated during the Term because of your death or Disability or by
the Company for Cause, you will receive any unpaid portion of the pro-rata portion of your base
salary under paragraph 3(a) above through the date of termination, and no other payment.



(d) If your employment is terminated by the Company prior to expiration of the Term and within
twelve months after a change in Control without Cause, (i) you will receive the pro-rata portion of
your base salary under paragraph 3(a) above through the date of termination, (ii) you will also
receive an additional amount equal to two years’ base salary at the rate in effect on the date of
termination, payable in accordance with the Company’s standard payroll procedures, (iii) the
Company will pay you an amount equal to the product of two (2) multiplied by the most recent bonus
paid you, if any, under paragraph 3(a) above, prior to your termination, and (iv) any stock options
or other plan benefits, if any, remaining unvested on the date of your termination will immediately
vest and become exercisable.



7. Confidentiality/Nonsolicitation.



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



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



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



8. Continuation of Employment Beyond Term. There is not, nor will there be, unless in
writing signed by both of us, any express or implied agreement as to your continued employment with
the Company after the Term. Any continued employment after the Term will be employment at will and
your compensation, benefits and termination benefits, if any, will be determined by the Board of
Directors of the Company in its sole discretion.



9. Miscellaneous.



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



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



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



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



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



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



(g) The failure of either party to enforce any provision or provisions of this Agreement will
not in any way be construed as a waiver of any such provision or provisions as to any future
violations thereof, nor prevent that party thereafter from enforcing each and every other provision
of this Agreement. The rights granted the parties herein are cumulative and the waiver of any
single remedy will not constitute a waiver of such party’s right to assert all other legal remedies
available to it under the circumstances.



(h) You will be entitled to indemnification by the Company as provided in the Company’s
Declaration of Trust and Bylaws.



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



Very truly yours,



RAMCO-GERSHENSON, INC.



	 	 	 
	By:

	 	/s/ Dennis Gershenson

Dennis Gershenson

Its: President






The terms of this Agreement


are accepted and agreed to


on February 24, 2006:



/s/ Thomas Litzler


Thomas Litzler