Exhibit 10.1
    

    
      


    

    
      RAMCO GERSHENSON PROPERTIES TRUST
CHANGE IN CONTROL POLICY
    

    
                This Policy, revised as of this 1st day of March, 2010, covers
      the executive officers (the “Executives”) of Ramco-Gershenson Properties
      Trust (the “Trust”).  Additional individuals may be added to this Policy
      from time to time by the Compensation Committee of the Trust.
    

    
                This Policy sets forth the benefits which the Trust will
      provide to each of the Executives if his or her employment with the
      Trust or an applicable subsidiary of the Trust is terminated in certain
      circumstances following a Change in Control (as defined below).  This
      Policy shall remain in effect with respect to any Change in Control
      which occurs prior to the termination of this Policy by the Compensation
      Committee or during the one year period following the termination of
      this Policy by the Compensation Committee.  In the event of termination
      of this Policy, prompt notice thereof shall be given to each of the
      Executives who is then employed by the Trust or a subsidiary.
    

    
                1.        Certain
      Definitions.  For purposes of this Agreement, the following
      definitions shall have the following meanings:
    

    
                          (a)       “Cause” shall mean (i) actual dishonesty
      intended to result in substantial personal enrichment at the expense of
      the Trust or of any subsidiary of the Trust, (ii) conviction of a felony
      or (iii) repeated willful and deliberate failure or refusal to perform
      the duties normally associated with the Executive’s position which is
      not remedied in a reasonable period of time after receipt of written
      notice from the Trust.
    

    
                          (b)       “Change in Control” shall mean:
    

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

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

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

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

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

    
                          (c)       “Code” shall mean the Internal Revenue
      Code of 1986, as amended.
    

    
                          (d)       The “Change in Control Date” shall be any
      date during the duration of effectiveness of this Policy on which a
      Change in Control occurs.  Anything in this Policy to the contrary
      notwithstanding, if an Executive’s employment or status as an elected
      officer with the Trust or any subsidiary of the Trust is terminated
      within three months prior to the date on which a Change in Control
      occurs, then unless such employment or status as an elected officer with
      the Trust is terminated (i) for Cause, or (ii) voluntarily by such
      Executive, for all purposes of this Agreement the “Change in Control
      Date” shall mean the date immediately prior to the date of such
      termination.
    

    
                          (e)       “Good Reason” shall mean the initial
      existence of one or more of the following conditions arising without the
      consent of the Executive within the one-year period following a Change
      in Control, provided that the Executive provides notice to the Trust of
      the existence of such condition within 90 days of the initial existence
      of the condition and the Trust does not remedy the condition within 30
      days after receiving notice:
    

    
                                    (i)       a material diminution in the
      Executive’s base salary in effect immediately before the Change in
      Control Date or as increased from time to time thereafter;
    

    
                                    (ii)      a material diminution in the
      Executive’s authority, duties, or responsibilities;
    

    
                                    (iii)     a material diminution in the
      authority, duties, or responsibilities of the supervisor to whom the
      Executive is required to report, including a requirement that the
      Executive report to a corporate officer or employee instead of reporting
      directly to the Board;
    

    

    

    
      
        

        

      

      
        
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                                    (iv)      a material diminution in the
      budget over which the Executive retains authority;
    

    
      `                             (v)       a material change in the
      geographic location at which the Executive must perform the services
      related to his or her position; or
    

    
                                    (vi)      any other action or inaction
      that constitutes a material breach by the Trust of any agreement under
      which the Executive provides services to the Trust.
    

    
                2.        Change
      in Control Benefits.  Upon termination of an Executive’s employment
      within one year following a Change in Control Date (x) by the Trust
      other than for Cause or upon Executive’s death or permanent disability
      or (y) by Executive for Good Reason, the Trust will pay as severance pay
      to such Executive, not later than the 30th day following the
      date of termination, a lump sum severance payment (the “Severance
      Payment”) equal to the product of:  for the Chief Executive Officer,
      2.99; and for the Chief Financial Officer, an Executive Vice President,
      2.0 or a Senior Vice President, 2.0; multiplied by the “base amount”
      within the meaning of Sections 280G(b)(3) and 280G(d) of the Internal
      Revenue Code of 1986, as amended (the “Code”), and any
      applicable temporary or final regulations promulgated thereunder, or its
      equivalent as provided in any successor statute or regulation.  If
      Section 280G of the Code (and any successor provisions thereto) is
      repealed or otherwise inapplicable, then the Severance Payment will
      equal the product of the appropriate multiplier, as provided above,
      multiplied by the average of the Executive’s annual compensation for
      both complete and partial calendar years during so much of the five
      calendar year period preceding the calendar year in which the
      termination occurs during which the Executive was so
      employed.  Compensation payable to the Executive by the Trust will
      include every type and form of compensation includable in the
      Executive’s gross income in respect of his employment by the Trust,
      including compensation income recognized as a result of the Executive’s
      exercise of stock options or sale of the stock so acquired, except to
      the extent otherwise provided in Section 280G of the Code and any
      temporary or final regulations promulgated thereunder.  Notwithstanding
      the reference to Section 280G of the Code in this Policy, none of the
      Executives shall be entitled to any gross-up payments under this Policy
      with respect to any Severance Payments or other payments or benefits in
      the event that any excise tax under the Code is imposed on him or her.
    

    
                3.        No
      Mitigation.  The Executives will not be required to mitigate the
      amount of any payment provided for in this Policy by seeking other
      employment or otherwise, nor will the amount of any payment or benefit
      provided for in this Policy be reduced by any compensation earned by any
      of them as the result of employment by another employer or by retirement
      benefits after the date of termination, or otherwise.
    

    
                4.        Effect
      on Other Agreements.  This Severance Policy shall not limit or
      otherwise affect the provisions of any employment agreement between the
      Trust and an Executive, and the terms of any such employment agreement
      shall be unaffected by the adoption of this Severance Policy.  The
      Severance Payment provided for in this Policy with respect to any
      Executive shall be reduced by any other severance or separation payments
      (not including the acceleration of vesting of any options, shares or
      rights under any incentive plans of the Trust) provided for in any other
      agreements or arrangements between the Trust and the applicable
      Executive.
    

    

    

    
      
        

        

      

      
        
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                In witness whereof, and pursuant to the approval of the
      Compensation Committee of the Trust, this Policy is adopted as of the
      date first set forth above.
    

    

    

    
    	
           
        	
          Ramco-Gershenson Properties Trust
        
	

        	
           
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Dennis Gershenson
          

        
	

        	
          Dennis Gershenson
        
	

        	
          Chairman and CEO
        


    

    
      

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