EX-10.4






EXHIBIT 10.4




FORM RESTRICTED SHARES AGREEMENT




     Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), has
granted to                      (the “Holder”),                      (                    ) of the Company’s Common Shares, $0.10
par value per share (the “Restricted Shares”). The Restricted Shares have been granted pursuant to
the                      (the “Plan”) and are subject to all provisions of the Plan, which are hereby
incorporated herein by reference, and to the following provisions of this Restricted Shares
Agreement (the “Agreement”) (capitalized terms not defined herein are used as defined in the Plan):



     §1. Vesting. The Restricted Shares will vest in annual 20% increments with the first
                     Restricted Shares vesting on                      (each such date a “Vesting Date”).



     §2. Purchase Price. The purchase price of the Restricted Shares is $                    .



     §3. Transferability. The Holder may transfer Restricted Shares prior to vesting,
during his or her lifetime (a) to one or more members of such Holder’s family, (b) to one or more
trusts for the benefit of one or more of such Holder’s family, or (c) to a partnership or
partnerships of members of such Holder’s family, provided that no consideration is paid for the
transfer and that the transfer would not result in the loss of any exemption under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, with respect to the Restricted Shares. The
Restricted Shares are also transferable by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order (as defined in the Internal Revenue Code or the Employee
Retirement Income Security Act of 1974, as amended). The transferee of any Restricted Shares will
be subject to all restrictions, terms, and conditions applicable to the Restricted Shares.



     §4. Termination of Employment. Subject to the terms of a Holder’s Individual
Agreement, if any, if the Holder’s employment by the Company or any Subsidiary or Affiliate
terminates prior to all of the Restricted Shares vesting, the Restricted Shares will vest or be
forfeited as follows:



     (a) Termination by Death. If the Holder’s employment with the Company or any Subsidiary or
Affiliate terminates by reason of death, all Restricted Shares shall vest and any restriction shall
lapse.



     (b) Termination by Reason of Disability. If the Holder’s employment with the Company or any
Subsidiary or Affiliate terminates by reason of Disability, all Restricted Shares shall vest and
any restriction shall lapse.



     (c) Termination Without Cause After a Change in Control or 409A Change in Control. The
provisions of Section 12(a) of the Plan shall be applicable regarding the Restricted Shares only
if, within                      years following a Change in Control or 409A Change in Control, the Holder’s
employment with the Company or any Subsidiary or Affiliate is terminated without Cause.



 









 





     (d) Other Termination. Unless otherwise determined by the Committee, if the Holder’s
employment with the Company or any Subsidiary or Affiliate terminates other than in the
circumstances described in paragraphs (a), (b) or (c) of this Section 4, any Restricted Shares
which are unvested or subject to restrictions at the time of termination will be forfeited upon
termination.



     (e) Leave of Absence. If the Holder is granted a leave of absence by the Company or any
Subsidiary or Affiliate, his or her employment will not be considered terminated, and he or she
will continue to be deemed an employee of the Company or Subsidiary or Affiliate during such leave
of absence or any extension thereof granted by the Company, Subsidiary or Affiliate for purposes of
the Plan.



     §5. Dividends. All dividends payable on the Restricted Shares (whether or not
vested) will be payable in the same manner as paid to other shareholders. All cash dividends
payable on unvested Restricted Shares shall be paid in unrestricted cash. In the case of dividends
payable on unvested Restricted Shares in shares or other property, the shares or other property so
payable shall be subject to the same restrictions and other terms and conditions that apply to the
Restricted Shares unless otherwise determined by the Committee or the Board at the time the
dividend is authorized.



     §6. Taxes. The Holder hereby agrees to pay to the Company, in accordance with the
terms of the Plan, any federal, state or local taxes of any kind required by law to be withheld and
remitted by the Company with respect to the Restricted Shares. The Holder may satisfy such tax
obligation, in whole or in part, by (a) electing to have the Company withhold a portion of the
Shares otherwise to be delivered upon vesting of the Restricted Shares with a Fair Market Value
equal to the amount of such taxes, or (b) delivering to the Company other Shares with a Fair Market
Value equal to the amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined. If the Holder does not make such payment to
the Company, the Company shall have the right to withhold from any payment of any kind otherwise
due to the Holder from the Company, any federal, state or local taxes of any kind required by law
to be withheld with respect to the award or vesting of the Restricted Shares.



     §7. Deferral. The Holder may, in his or her sole discretion, with respect to this
award of Restricted Shares, elect to participate in any equity deferred compensation plan
established by the Company, in which case such plan shall govern amounts deferred.



     §8. Subject to the Plan. This Agreement is made and the Restricted Shares evidenced
hereby are granted under and pursuant to, and they are expressly made subject to all of the terms
and conditions of, the Plan, notwithstanding anything herein to the contrary. The Holder hereby
acknowledges receipt of a copy of the Plan and that the Holder has read and understands the terms
and conditions of the Plan.



     §9. Securities Law Compliance.



     (a) The Holder agrees that the Company may impose such restrictions on the Shares as are
deemed advisable by the Company, including, without limitation, restrictions relating to



 









 







listing or trading requirements. The Holder further agrees that certificates representing the
Shares may bear such legends and statements as the Company shall deem appropriate or advisable to
assure, among other things, compliance with applicable securities laws, rules and regulations.



     (b) The Holder agrees that any Shares which the Holder may acquire by virtue of this Agreement
may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by the
Holder unless (i) a registration statement or post-effective amendment to a registration statement
under the Securities Act of 1933, as amended, with respect to such Shares has become effective so
as to permit the sale or other disposition of such Shares by the Holder, or (ii) there is presented
to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or
other proposed disposition of such Shares by the Holder may lawfully be made otherwise than
pursuant to an effective registration statement or post-effective amendment to a registration
statement relating to such Shares under the Securities Act of 1933, as amended.



     §10. Rights of the Holder. The granting of the Restricted Shares shall in and of
itself not confer any right of the Holder to continue in the employ of the Company and shall not
interfere in any way with the right of the Company to terminate the Holder’s employment at any
time, subject to the terms of any employment agreement between the Company and the Holder.



     §11. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio, except to the extent otherwise governed by Federal law.



THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK




 









 








     IN WITNESS WHEREOF, the parties have subscribed their names hereto.



	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY

CORPORATION, an Ohio corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



DATE OF GRANT:




           
              
         




ACCEPTANCE OF AGREEMENT





      The Holder hereby:



     (a) Acknowledges that he/she has received a copy of the Plan and a copy of the Company’s most
recent Annual Report and other communications routinely distributed to the Company’s shareholders;



     (b) Accepts this Agreement and the Restricted Shares granted to him/her under this Agreement
subject to all provisions of the Plan and this Agreement;



     (c) Represents and warrants to the Company that he/she is acquiring the Restricted Shares for
his/her own account, for investment, and not with a view to or any present intention of selling or
distributing the Restricted Shares either now or at any specific or determinable future time or
period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable
event; and



     (d) Agrees that no transfer of the Restricted Shares will be made unless the Restricted Shares
have been duly registered under all applicable Federal and state securities laws pursuant to a
then-effective registration which contemplates the proposed transfer or unless the Company has
received the written opinion of, or satisfactory to, its legal counsel that the proposed transfer
is exempt from such registration.



	 	 	 	 	 
	 	  	 	 
	 	 	Holder’s Signature:        
                    
         	 
	 
	 	  	 	 
	 	 	Holder’s Social Security Number