Exhibit 10.3


    EXHIBIT
      10.3

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      EMPLOYMENT AGREEMENT (“Agreement”)
      is
      made effective as of November 15, 2006 (“Effective
      Date”)
      by and
      between Equity One, Inc, a Maryland corporation (the “Company”),
      and
      Gregory R. Andrews (“Executive”).
      

     

    W
      I T N E S S E T H:

     

    The
      Company desires to employ Executive as of the Effective Date, on the terms
      and
      conditions set forth in this Agreement, and Executive desires to be so
      employed.

     

    IN
      CONSIDERATION
      of the
      premises and the mutual covenants set forth below, the parties hereby agree
      as
      follows:

    


    Section
      1. Employment.
      The
      Company hereby agrees to employ Executive and Executive hereby agrees to such
      employment, on the terms and conditions hereinafter set forth.

     

    Section
      2. Term.
      The
      period of employment of Executive by the Company hereunder (the “Employment
      Period”)
      shall
      commence on the Effective Date and shall continue through December 31, 2010.
      This Agreement and the Employment Period automatically shall be renewed for
      successive one-year periods thereafter, unless either party gives the other
      party prior written notice at least six months before the expiration of the
      Employment Period of that party’s intent to allow the Employment Period and this
      Agreement to expire.

     

    Section
      3. Position
      and Duties.

     

    (a)  Executive.
      From
      the Effective Date through January 1, 2007, Executive shall serve as Consulting
      Financial Officer of the Company, and shall report to the Chief Executive
      Officer. During this time, Executive shall have such powers and duties as the
      Chief Executive Officer may properly prescribe, provided that such powers and
      duties are consistent with Executive’s position as Consulting Financial Officer.
      Executive shall devote his full business time, attention and energies to Company
      affairs as are necessary to fully perform his duties for the Company (other
      than
      absences due to illness or vacation).

     

    (b)  Chief
      Financial Officer.
      From
      January 2, 2007 and thereafter during the Employment Period, Executive shall
      serve as Chief Financial Officer of the Company and shall report solely and
      directly to the Chief Executive Officer. Executive shall have those powers
      and
      duties normally associated with the position of a Chief Financial Officer and
      such other powers and duties as the Chief Executive Officer may properly
      prescribe, provided that such other powers and duties are consistent with
      Executive’s position as Chief Financial Officer. Executive shall devote his full
      business time, attention and energies to Company affairs as are necessary to
      fully perform his duties for the Company (other than absences due to illness
      or
      vacation). 

     

    Section
      4. Place
      of Performance.
      The
      principal place of employment of Executive shall be at the Company’s corporate
      offices in North Miami Beach, Florida.

     

    Section
      5. Compensation
      and Related Matters.

     

    (a)  Salary.
      During
      the Employment Period, the Company shall pay Executive an annual base salary
      of
      not less than $350,000 (“Base
      Salary”).
      Executive’s Base Salary shall be paid in approximately equal installments in
      accordance with the Company’s customary payroll practices. If the Company
      increases Executive’s Base Salary, such increased Base Salary shall then
      constitute the Base Salary for all purposes of this Agreement. The Company
      may
      not decrease Executive’s Base Salary during the Employment Period.

     

    (b)  Annual
      Bonus.
      The
      compensation committee (the “Compensation
      Committee”)
      of the
      Board of Directors of the Company (the “Board”)
      shall
      review with the Chief Executive Officer the Executive’s performance at least
      annually during each calendar year of the Employment Period and cause the
      Company to award Executive such cash bonus (“Bonus”)
      as the
      Compensation Committee shall reasonably determine as fairly compensating and
      rewarding Executive for services rendered to the Company and/or as an incentive
      for continued service to the Company with a target Bonus (“Target
      Bonus”)
      amount
      equal to one hundred percent (100%) of the then Base Salary. The amount of
      Executive’s Bonus shall be determined in the discretion of the Compensation
      Committee in consultation with the Chief Executive Officer and shall depend
      on,
      among other things, the Company’s achievement of certain performance levels
      established by the Compensation Committee, which may include, among others,
      such
      performance measures as growth of earnings, funds from operations per share
      of
      Company common stock, earnings per share of Company common stock and Executive’s
      performance and contribution to increasing the funds from operations; provided,
      however, that in no event shall the amount of Executive’s Bonus be less than
      half of the then Base Salary for each year of this Agreement ($21,575 for the
      year containing the Effective Date). The Company shall pay any Bonus to
      Executive on or before March 15th
      of the
      calendar year following the calendar year to which the bonus
      relates. 

     

    (c)  Restricted
      Stock and Stock Options.
      

     

    (i)  On
      the
      Effective Date, the Company shall grant to Executive, either under the equity
      compensation plans of the Company or otherwise, 12,500 shares of the Company’s
      restricted stock. Such shares of restricted stock shall vest in equal
      installments on each of December 31, 2007, December 31, 2008, December 31,
      2009
      and December 31, 2010. Dividends on restricted stock shall be paid to Executive
      at such times as dividends are paid to shareholders of the Company’s common
      stock. 

     

    (ii)  On
      the
      Effective Date, the Company shall grant to Executive, either under the equity
      compensation plans of the Company or otherwise options to purchase 100,000
      shares of the Company’s common stock. Such stock options shall vest in equal
      installments on each of December 31, 2007, December 31, 2008, December 31,
      2009
      and December 31, 2010. 

     

    (iii)  During
      each year of the Employment Period after the first year of the Employment
      Period, the Compensation Committee shall review with the Chief Executive Officer
      the Executive’s performance at least annually and cause the Company to grant to
      Executive stock options and/or shares of restricted stock in the amount that
      the
      Compensation Committee shall reasonably determine as fairly compensating and
      rewarding Executive for services rendered to the Company and/or as an incentive
      for continued service to the Company; provided, however, that in no event shall
      the number and terms of such award be less favorable than granting to Executive
      12,500 shares of restricted stock and options to purchase 100,000 shares of
      the
      Company’s common stock. Stock options or shares of restricted stock so granted
      or issued shall vest in equal installments on each of the first, second, third
      and fourth anniversaries of the date of grant thereof, provided however that
      in
      the event the Company issues Executive a notice of non-renewal, all unvested
      restricted stock and options shall vest as of the last day of the Employment
      Period. 

     

    (iv)  Any
      stock
      options granted to the Executive in accordance with this Agreement shall have
      an
      exercise price equal to the average closing price of a share of the Company’s
      common stock on the principal stock exchange on which the Company’s common stock
      is listed and traded during the ten (10) trading days immediately preceding
      the
      date of grant thereof. In addition, Executive shall have the right to exercise
      all vested options within the six (6) month period immediately following
      Executive’s termination of employment, provided, however, that in the event
      Executive voluntarily terminates Executive’s employment (for other than Good
      Reason), or the Company terminates Executive’s employment for Cause, Executive
      shall only have ninety (90) days following termination of employment to exercise
      Executive’s options. The grant of options and/or restricted stock to Executive
      shall be evidenced by a separate written agreement(s) to be provided to
      Executive. In the event of any conflict between the terms of such stock option
      or restricted stock agreement or the plan relating thereto and the terms of
      this
      Agreement, the terms of this Agreement shall control. 

     

    (v)  If
      any
      shares or options provided for above are not issued under the equity
      compensation plans of the Company, the Company hereby agrees to use commercially
      reasonable efforts to prepare and file with the Securities and Exchange
      Commission a registration statement and such other documents as may be necessary
      in order to comply with the provisions of the Securities Act of 1933, as
      amended, so as to permit the registered resale of the shares of restricted
      stock
      granted hereunder and to permit the registered issuance of any shares of common
      stock pursuant to the stock options granted hereunder to the extent not covered
      by an existing, effective registration statement of the Company.

     

    (d)  Long
      Term Cash Incentive Compensation.
      Executive shall be entitled to the long-term cash incentive compensation, if
      any, determined in accordance with Exhibit
      A
      attached
      hereto.

     

    (e)  Expenses.
      The
      Company shall reimburse Executive for all reasonable expenses incurred by him
      in
      the discharge of his duties hereunder, including travel expenses, upon the
      presentation of reasonably itemized statements of such expenses in accordance
      with the Company’s policies and procedures now in force or as such policies and
      procedures may be modified with respect to all senior executive officers of
      the
      Company.

     

    (f)  Vacation;
      Illness.
      Executive shall be entitled to the number of weeks of vacation per year provided
      to the Company’s senior executive officers, but in no event less than three (3)
      weeks annually. Executive shall be entitled to take up to 30 days of sick leave
      per year; provided, however, that any prolonged illness resulting in absenteeism
      greater than the sick leave permitted herein or disability shall not constitute
      “Cause” for termination under the terms of this Agreement.

     

    (g)  Welfare,
      Pension and Incentive Benefit Plans.
      During
      the Employment Period, Executive (and his wife and dependents to the extent
      provided therein) shall be entitled to participate in and be covered under
      all
      the welfare benefit plans or programs maintained by the Company from time to
      time on terms no less favorable than provided for any of its senior executives
      including, without limitation, all medical, hospitalization, dental, disability,
      accidental death and dismemberment and travel accident insurance plans and
      programs. In addition, during the Employment Period, Executive shall be eligible
      to participate in and be covered under all pension, retirement, savings and
      other employee benefit, perquisite, change in control and executive compensation
      plans and any annual incentive or long-term performance plans and programs
      maintained from time to time by the Company on terms no less favorable than
      provided for any of its senior executives.

     

    (h)  Automobile.
      The
      Company shall provide, at the Company’s cost, Executive with a suitable
      automobile for his business use, including all related maintenance, repairs,
      insurance, and other costs. Such automobile may also be used by Executive (and
      any one authorized by Executive, including family members) for personal use
      at
      no cost to Executive (except as may be required pursuant to Internal Revenue
      Service rules).

     

    (i)  Relocation.
      Executive shall cause his immediate family (i.e., his wife and his children)
      to
      relocate their primary residence to Miami-Dade, Broward or Palm Beach County,
      Florida, prior to March 31, 2007. The Company shall reimburse Executive for
      reasonable moving costs and expenses associated with such relocation of his
      immediate family and his relocation to Miami-Dade, Broward or Palm Beach County,
      in each case, upon the presentation of reasonably itemized statements of such
      costs and expenses in accordance with the Company’s policies and procedures now
      in force or as such policies and procedures may be modified with respect to
      all
      senior executive officers of the Company. In no event shall the aggregate amount
      of any such reimbursement exceed $40,000. 

     

    Section
      6. Termination.
      Executive’s employment hereunder may be terminated during the Employment Period
      under the following circumstances:

     

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

     

    (b)  Disability.
      If, as
      a result of Executive’s incapacity due to physical or mental illness, Executive
      shall have been substantially unable to perform his duties hereunder for an
      entire period in excess of one hundred twenty (120) days in any 12-month period
      despite
      any reasonable accommodation available from the Company, the Company shall
      have
      the right to terminate Executive’s employment hereunder for “Disability”, and
      such termination in and of itself shall not be, nor shall it be deemed to be,
      a
      breach of this Agreement.

     

    (c)  Without
      Cause.
      The
      Company shall have the right to terminate Executive’s employment for any reason
      or for no reason, which termination shall be deemed to be without Cause, and
      such termination in and of itself shall not be, nor shall it be deemed to be,
      a
      breach of this Agreement.

     

    (d)  Cause.
      The
      Company shall have the right to terminate Executive’s employment for Cause, and
      such termination in and of itself shall not be, nor shall it be deemed to be,
      a
      breach of this Agreement. For purposes of this Agreement, the Company shall
      have
“Cause” to terminate Executive’s employment upon Executive’s:

     

    (i) Breach
      of
      any material provisions of this Agreement;

     

    (ii)  Conviction
      of a felony, capital crime or any crime involving moral turpitude, including
      but
      not limited to crimes involving illegal drugs; or

     

    (iii)  Willful
      misconduct that is materially economically injurious to the Company or to any
      Company Affiliate.

     

    For
      purposes of this Section 6(d), no act, or failure to act, by Executive shall
      be
      considered “willful” unless committed in bad faith and without a reasonable
      belief that the act or omission was in the best interests of the Company or
      Company Affiliate; provided, however, that the willful requirement outlined
      in
      paragraph (iii) above shall be deemed to have occurred if Executive’s action or
      non-action continues for more than ten (10) days after Executive has received
      written notice of the inappropriate action or non-action. Failure to achieve
      performance goals, in and of itself, shall not be grounds for a termination
      for
      Cause. For purposes of this Agreement, “Company Affiliate” means any entity in
      control of, controlled by or under common control with the Company or in which
      the Company owns any common or preferred stock or interest or any entity in
      control of, controlled by or under common control with such entity
      thereof.

     

    Cause
      shall not exist under paragraph (i) or (iii) above unless and until the Company
      has delivered to Executive written notice of its determination that Executive
      was guilty of the conduct set forth in paragraph (i) or (iii) and specifying
      the
      particulars thereof in detail. However, in the case of conduct described in
      paragraph (i), Cause will not be considered to exist unless Executive is given
      30 days from the date of such notice to cure such breach, or if the breach
      cannot be reasonably cured within such 30 day period, to commence to cure such
      breach, to the satisfaction of the Company, within such 30 day period. If
      Executive has not cured such breach to the satisfaction of the Company within
      90
      days after the date of such notice, the Company shall give a Notice of
      Termination to Executive. In the event a final determination is made by a court
      of competent jurisdiction that the Company’s termination of Executive under this
      Section 6(d) does not meet the definition of Cause, Executive will be deemed
      to
      have been terminated by the Company without Cause.

     

    (e)  Following
      Change in Control.
      Within
      twelve (12) months after a Change in Control occurs, Executive may resign his
      employment or his employment may be terminated for any reason, including,
      without limitation, death or Disability. For purposes of this Agreement, such
      a
      termination of employment (including, without limitation, as a result of such
      a
      resignation) is referred to as “Termination Following Change in Control.” For
      this purpose, a “Change in Control” means:

     

    (i)  Consummation
      by the Company of (A) a reorganization, merger, consolidation or other form
      of
      corporate transaction or series of transactions, in each case, other than a
      reorganization, merger or consolidation or other transaction that would result
      in the holders of the voting securities of the Company outstanding immediately
      prior thereto holding securities that represent immediately after such
      transaction more than 50% of the combined voting power of the voting securities
      of the Company or the surviving company or the parent of the surviving company,
      or (B) a liquidation or dissolution of the Company or (C) the sale of all or
      substantially all of the assets of the Company; 

     

    (ii)  Individuals
      who, as of the Effective Date, constitute the Board (the “Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the Board, provided (A)
      that
      any person becoming a director subsequent to the Effective Date whose election,
      or nomination for election by the Company’s stockholders, was approved by a vote
      of at least a majority of the directors then comprising the Incumbent Board
      (other than an election or nomination of an individual whose initial assumption
      of office is in connection with an actual or threatened election contest
      relating to the election of the Directors of the Company, as such terms are
      used
      in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange
      Act
      of 1934) or (B) any individual appointed to the Board by the Incumbent Board
      shall be, for purposes of this Agreement, considered as though such person
      were
      a member of the Incumbent Board; or

     

    (iii)  The
      acquisition (other than from the Company) by any person, entity or “group,”
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
      Act of 1934, of more than 26% of either the then outstanding shares of the
      Company’s common stock or the combined voting power of the Company’s then
      outstanding voting securities entitled to vote generally in the election of
      directors (hereinafter referred to as the ownership of a “Controlling
      Interest”)
      excluding, for this purpose, any acquisitions by (A) the Company or its
      subsidiaries, or (B) any person, entity or “group” that as of the Effective Date
      beneficially owns (within the meaning of Rule 13d-3 promulgated under the
      Securities Exchange Act of 1934) a Controlling Interest of the Company or any
      affiliate of such person, entity or “group.”

     

    Executive
      acknowledges and agrees that, notwithstanding anything in this Agreement to
      the
      contrary, a Change in Control shall not be deemed to have occurred for purposes
      of this Agreement if, after the consummation of any of the events described
      in
      the definition of a Change in Control, Chaim Katzman remains Chairman of the
      Board of the Successor Employer (as hereinafter defined) and if Gazit, Inc.
      and
      its affiliates own in the aggregate 33% or more of the outstanding voting
      securities of the Successor Employer. For purposes of this Agreement, the term
      “Successor Employer” shall mean the Company, the reorganized, merged or
      consolidated Company (or the successor thereto), or the acquiror (through merger
      or otherwise) of all or substantially all of the assets of the Company, as
      the
      case may be. If an event described in Section 6(e)(i), (e)(ii), or (e)(iii)
      above occurs, but the event does not constitute a Change in Control pursuant
      to
      the provisions of this paragraph, the Performance Period (as defined in Exhibit
      A which is attached hereto and made part hereof) shall be deemed to end on
      the
      business day immediately preceding the applicable event.

     

    (f)  Resignation
      Other Than Termination Following Change in Control.
      Executive shall have the right to resign his employment by providing the Company
      with a Notice of Termination, as provided in Section 7. If such resignation
      occurs other than within twelve (12) months after a Change in Control occurs,
      Executive’s resulting termination of employment shall be considered as other
      than Termination Following Change in Control. Any termination pursuant to this
      paragraph shall not in and of itself be, nor shall it be deemed to be, a breach
      of this Agreement.

     

    (g)  Resignation
      For Good Reason.
      Executive
      shall have the right to resign his employment for Good Reason. For purposes
      of
      this Agreement, Executive shall have Good Reason to terminate Executive’
employment upon:

     

    (i) the
      material breach by the Company of any of its agreements set forth herein and
      the
      failure of the Company to correct such breach within thirty (30) days after
      the
      receipt by the Company of written notice from Executive specifying in reasonable
      detail the nature of such breach; or

     

    (ii) any
      substantial or material diminution of Executive’s responsibilities including
      without limitation reporting responsibilities and/or title.

     

    Section
      7. Termination
      Procedure.

     

    (a)  Notice
      of Termination.
      Any
      termination of Executive’s employment by the Company or by Executive (whether by
      resignation or otherwise) during the Employment Period, except termination
      due
      to Executive’s death pursuant to Section 6(a), shall be communicated by written
      Notice of Termination to the other party hereto in accordance with Section
      15.
      For purposes of this Agreement, a “Notice of Termination” shall mean a notice
      that states the specific termination provision in this Agreement relied upon
      and
      shall set forth in reasonable detail the facts and circumstances claimed to
      provide a basis for termination of Executive’s employment under the provision so
      stated.

     

    (b)  Date
      of Termination.
      The
      effective date of any termination of Executive’s employment by the Company or by
      Executive (whether by resignation or otherwise) (the “Date
      of Termination”)
      shall
      be (i) if Executive’s employment is terminated by his death, the date of his
      death, and (ii) if Executive’s employment is terminated for any other reason by
      the Company or by Executive (whether by resignation or otherwise), the date
      on
      which a Notice of Termination is given or any later date (within thirty (30)
      days after the giving of such notice) set forth in such Notice of
      Termination.

     

    Section
      8. Compensation
      Upon Termination or During Disability.
      If
      Executive experiences a Disability or his employment terminates during the
      Employment Period, the Company shall provide Executive with the payments and
      benefits set forth below; provided, however, as a specific condition to being
      entitled to any payments or benefits under this Section 8, Executive must have
      resigned as a director, trustee and officer of the Company and all of its
      subsidiaries and as a member of any committee of the board of directors of
      the
      Company and its subsidiaries of which he is a member and must have joined the
      Company in having executed a mutual release of both the Company and its
      Affiliates as well as Executive, in the form attached hereto as Exhibit
      B.
      Executive acknowledges and agrees that the payments set forth in this Section
      8
      constitute liquidated damages for termination of his employment during the
      Employment Period, which the parties hereto have agreed to as being reasonable,
      and Executive acknowledges and agrees that he shall have no other remedies
      in
      connection with or as a result of any such termination.

     

    (a)  Disability;
      Death.
      During
      any period that Executive fails to perform his duties hereunder as a result
      of
      Disability, Executive shall continue to receive his full Base Salary set forth
      in Section 5(a) and his full Bonus as set forth in Section 5(b) until his
      employment is terminated pursuant to Section 6(b). In addition, if Executive’s
      employment is terminated for Disability pursuant to Section 6(b), or due to
      Executive’s death pursuant to Section 6(a), in each case other than a
      Termination Following Change in Control:

     

    (i)  the
      Company shall pay to Executive or his estate, as the case may be, a lump sum
      payment as soon as practicable following the Date of Termination equal to (A)
      his Base Salary, Accrued Bonus (as defined in Section 8(d) below) and accrued
      vacation pay through the Date of Termination, plus
      (B) one
      of the following two amounts, as applicable, (1) if there is one year or more
      remaining in the Employment Period, the sum of Executive’s then current Base
      Salary for one year plus his Average Bonus (as defined in Section 8(d) below),
      or (2) if there is less than one year remaining in the Employment Period, the
      amount of Base Salary (as provided for in Section 5(a)) Employee would have
      received through the end of the Employment Period plus his Average Bonus pro
      rated for the portion of the fiscal year following the date of termination
      through the end of the Employment Period and plus
      (C) the
      amount not yet paid to Executive under Section 5(d);

     

    (ii)  stock
      options and restricted stock granted to Executive prior to the Date of
      Termination that were to vest based on the passage of time shall fully vest
      as
      of the Date of Termination;

     

    (iii)  the
      Company shall reimburse Executive, or his estate, as the case may be, pursuant
      to Section 5(e) for reasonable expenses incurred, but not paid prior to such
      termination of employment; and

     

    (iv)  Executive
      or his estate or named beneficiaries shall be entitled to any other rights,
      compensation and/or benefits as may be due to Executive or his estate or named
      beneficiaries in accordance with the terms and provisions of any agreements,
      plans or programs of the Company.

     

    (b)  Termination
      By Company Without Cause, Termination by Executive for Good Reason or
      Termination Following Change in Control.
      If
      Executive’s employment is terminated by the Company without Cause, Executive
      terminates his employment with the Company for Good Reason, or if Executive
      resigns or is terminated by reason of death or Disability and such resignation
      or termination as a result of death or Disability is a Termination Following
      Change in Control:

     

    (i) the
      Company shall pay to Executive his Base Salary, Accrued Bonus and accrued
      vacation pay through the Date of Termination, as soon as practicable following
      the Date of Termination; 

     

    (ii) the
      Company shall pay to Executive as soon as practicable following the Date of
      Termination a lump-sum payment equal to two (2) times the sum of Executive’s
      then current Base Salary plus his Average Bonus;

     

    (iii) the
      Company shall pay to Executive as soon as practicable following the Date of
      Termination a lump-sum payment equal to the amount not yet paid to Executive
      under Section 5(d);

     

    (iv) in
      the
      case of termination by the Company without Cause or termination by Executive
      for
      Good Reason, stock options and restricted stock granted to Executive prior
      to
      the Date of Termination that were to vest based on the passage of time shall
      fully vest as of the Date of Termination;

     

    (v) in
      the
      case of Executive’s resignation or his termination by reason of death or
      Disability and such resignation or termination as a result of death or
      Disability is a Termination Following Change in Control (A) stock options and
      restricted stock granted to Executive prior to the Date of Termination that
      were
      to vest based on the passage of time shall fully vest as of the Date of
      Termination; and (B) if Executive’s Date of Termination precedes the otherwise
      applicable end-date for a performance period for stock options or restricted
      stock granted to Executive pursuant to Section 5(c), or granted to Executive
      under any equity-based award program sponsored by the Company, a percentage
      of
      such stock options or restricted stock shall vest as of the Date of Termination
      equal to the period of time that has elapsed since the date of award of such
      stock options or restricted stock compared to the total time during the
      performance period stated in the award of such stock options or restricted
      stock; 

     

    (vi) the
      Company shall reimburse Executive pursuant to Section 5(e) for reasonable
      expenses incurred, but not paid prior to such termination of employment;
      and

     

    (vii) Executive
      shall be entitled to any other rights, compensation and/or benefits as may
      be
      due to Executive in accordance with the terms and provisions of any agreements,
      plans or programs of the Company.

     

    (c)  Termination
      by the Company for Cause or Resignation By Executive Other Than Termination
      For
      Good Reason and other than Termination Following Change in
      Control.
      If
      Executive’s employment is terminated by the Company for Cause, or if Executive’s
      resignation is other than for Good Reason or other than a Termination Following
      Change in Control:

     

    (i) the
      Company shall pay Executive his Base Salary and, to the extent required by
      law
      or the Company’s vacation policy, his accrued vacation pay through the Date of
      Termination, as soon as practicable following the Date of
      Termination;

     

    (ii) the
      Company shall reimburse Executive pursuant to Section 5(e) for reasonable
      expenses incurred, but not paid prior to such termination of employment, unless
      such termination resulted from a misappropriation of Company funds;

     

    (iii) Executive
      shall be entitled to any other rights, compensation and/or benefits as may
      be
      due to Executive in accordance with the terms and provisions of any agreements,
      plans or programs of the Company; and

     

    (iv) All
      unvested stock options and unvested restricted stock granted to Executive shall
      be forfeited.

     

    (d)  Bonus.
      If
      Executive’s termination of employment occurs after the end of any fiscal year of
      the Company for which a Bonus would be payable to Executive pursuant to Section
      5(b) above and Executive’s termination is not for Cause and Executive’s
      termination occurs prior to the date bonuses for senior executives are paid
      for
      the fiscal year (including, without limitation, the Bonus), Executive (or his
      estate, as the case may be) shall be entitled to payment of any Bonus that
      is
      earned for such fiscal year without regard to whether Executive’s termination of
      employment precedes the Bonus payment date. If Executive’s termination of
      employment occurs prior to the end of any fiscal year of the Company for which
      a
      Bonus would be payable to Executive pursuant to Section 5(b) above and
      Executive’s termination is not for Cause or a voluntary termination by Executive
      (other than for Good Reason or a Termination Following a Change of Control),
      Executive (or his estate, as the case may be) shall be entitled to payment
      of a
      pro rated portion of the Bonus calculated as follows: Executive’s Average Bonus
      shall be multiplied by a fraction the numerator of which shall be the number
      of
      days in the fiscal year that elapsed prior to Executive’s termination of
      employment and the denominator of which shall be 365. The amount Executive
      is
      entitled to under either of the two preceding sentences shall be referred to
      in
      this Agreement as the “Accrued
      Bonus”.
      For
      purposes of this Agreement, the “Average
      Bonus”
shall
      mean the average annual Bonus (not including any Bonus payable for the calendar
      year including the Effective Date), if any, for the three (3) most recently
      completed fiscal years. In addition, if Executive’s termination occurs before
      Executive has worked and been eligible to receive a Bonus for three fiscal
      years, any references in this Section 8 to Executive’s Average Bonus will be
      interpreted to mean such lesser number of fiscal years during which Executive
      was employed before termination and eligible to receive a Bonus. If Executive’s
      employment is terminated during the first fiscal year following the year
      including the Effective Date, then the Average Bonus shall be deemed to mean
      the
      Target Bonus.

     

    (e)  Tax
      Payment by the Company.

     

    (i) If
      any
      amount or benefit paid or distributed to Executive pursuant to this Agreement,
      taken together with any amounts or benefits otherwise paid or distributed to
      Executive by the Company or any affiliated company (collectively, the
“Covered
      Payments”),
      are
      or become subject to the tax (the “Excise
      Tax”)
      imposed
      under Section 4999 of the Code, or any similar tax that may hereafter be
      imposed, the Company shall pay to Executive at the time specified below an
      additional amount (the “Tax
      Reimbursement Payment”)
      such
      that the net amount retained by Executive with respect to such Covered Payments,
      after deduction of any Excise Tax on the Covered Payments and any Federal,
      state
      and local income or employment tax and Excise Tax on the Tax Reimbursement
      Payment provided for by this Section 8(e), but before deduction for any Federal,
      state or local income or employment tax withholding on such Covered Payments,
      shall be equal to the amount of the Covered Payments.

     

    (ii) For
      purposes of determining whether any of the Covered Payments will be subject
      to
      the Excise Tax and the amount of such Excise Tax: (A) such Covered Payments
      will
      be treated as “parachute payments” within the meaning of Section 280G of the
      Code, and all “parachute payments” in excess of the “base amount” (as defined
      under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise
      Tax, unless, and except to the extent that, in the good faith judgment of the
      Company’s independent certified public accountants appointed prior to the date
      of the Change in Control or tax counsel selected by such accountants (the
“Accountants”),
      the
      Company has a reasonable basis to conclude that such Covered Payments (in whole
      or in part) either do not constitute “parachute payments” or represent
      reasonable compensation for personal services actually rendered (within the
      meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable “base
      amount,” or such “parachute payments” are otherwise not subject to such Excise
      Tax, and (B) the value of any non-cash benefits or any deferred payment or
      benefit shall be determined by the Accountants in accordance with the principles
      of Section 280G of the Code.

     

    (iii) For
      purposes of determining the amount of the Tax Reimbursement Payment, Executive
      shall be deemed to pay: (A) Federal income, social security, Medicare and other
      employment taxes at the highest applicable marginal rate of Federal income
      taxation for the calendar year in which the Tax Reimbursement Payment is to
      be
      made, and (B) any applicable state and local income or other employment taxes
      at
      the highest applicable marginal rate of taxation for the calendar year in which
      the Tax Reimbursement Payment is to be made, net of the maximum reduction in
      Federal income taxes that could be obtained by Executive from the deduction
      of
      such state or local taxes if paid in such year.

     

    (iv) The
      Tax
      Reimbursement Payment (or portion thereof) provided for above shall be paid
      to
      Executive not later than 10 business days following the payment of the Covered
      Payments.

     

    (v) If
      the
      Excise Tax is subsequently determined by the Accountants or pursuant to any
      proceeding or negotiations with the Internal Revenue Service to be less than
      the
      amount taken into account hereunder in calculating the Tax Reimbursement Payment
      made, Executive shall repay to the Company, at the time of such determination,
      the portion of the prior Tax Reimbursement Payment that would not have been
      paid
      if the reduced Excise Tax had been taken into account in initially calculating
      the Tax Reimbursement Payment, plus interest on the amount of such repayment
      at
      the rate provided in Section 1274(b)(2)(b) of the Code. Notwithstanding the
      foregoing, if any portion of the Tax Reimbursement Payment to be refunded to
      the
      Company has been paid to any Federal, state or local tax authority, repayment
      thereof shall not be required until actual refund or credit of such portion
      has
      been made to Executive, and interest payable to the Company shall not exceed
      interest received or credited to Executive by such tax authority for the period
      it held such portion. Executive and the Company shall mutually agree upon the
      course of action to be pursued (and the method of allocating the expenses
      thereof) if Executive’s good faith claim for refund or credit is
      denied.

     

    (vi) If
      the
      Excise Tax is later determined by the Accountants or pursuant to any proceeding
      or negotiations with the Internal Revenue Service to exceed the amount taken
      into account hereunder at the time the Tax Reimbursement Payment is made
      (including, but not limited to, by reason of any payment the existence or amount
      of which cannot be determined at the time of the Tax Reimbursement Payment),
      the
      Company shall make an additional Tax Reimbursement Payment in respect of such
      excess (plus any interest or penalty payable with respect to such excess) at
      the
      time that the amount of such excess is finally determined.

     

    (f)  Tax
      Compliance Delay in Payment.
      If the
      Company reasonably determines that any payment or benefit due under this Section
      8, or any other amount that may become due to Executive after termination of
      employment, is subject to Section 409A of the Internal Revenue Code of 1986
      (“Code”),
      as
      amended, and that Executive is a “specified employee,” as defined in Code
      Section 409A, upon termination of Executive’s employment for any reason other
      than death (whether by resignation or otherwise), no amount may be paid to
      Executive earlier than six months after the date of termination of Executive’s
      employment if such payment would violate the provisions of Code Section 409A
      and
      the regulations issued thereunder, and payment shall be made, or commence to
      be
      made, as the case may be, on the date that is six months and one day after
      the
      termination of Executive’s employment, together with interest at the rate of
      five percent (5%) per annum beginning with the date one day after the
      termination of Executive’s employment until the date of payment.

     

    Section
      9. Repayment
      By Executive. Executive
      acknowledges and agrees that the bonuses and other incentive-based or
      equity-based compensation received by him from the Company, and any profits
      realized from the sale of securities of the Company, are subject to the
      forfeiture requirements set forth in the Sarbanes-Oxley Act of 2002 and other
      applicable laws, rules and regulations, under the circumstances set forth
      therein. If any such forfeiture is required pursuant to the Sarbanes-Oxley
      Act
      of 2002 or other applicable law, rule or regulation, within thirty (30) days
      after notice thereof from the Company, Executive shall pay to the Company the
      amount required to be forfeited.

     

    Section
      10. Confidential
      Information; Ownership of Documents and Other Property.

     

    (a)  Confidential
      Information.
      Without
      the prior written consent of the Company, except as may be required by law,
      Executive will not, at any time, either during or after his employment by the
      Company, directly or indirectly divulge or disclose to any person, entity,
      firm
      or association, including, without limitation, any future employer, or use
      for
      his own or others benefit or gain, any financial information, prospects,
      customers, tenants, suppliers, clients, sources of leads, methods of doing
      business, intellectual property, plans, products, data, results of tests or
      any
      other trade secrets or confidential materials or like information of the
      Company, including (but not by way of limitation) any and all information and
      instructions, technical or otherwise, prepared or issued for the use of the
      Company (collectively, the “Confidential
      Information”),
      it
      being the intent of the Company, with which intent Executive hereby agrees,
      to
      restrict him from disseminating or using any like information that is not
      readily available to the general public.

     

    (b)  Information
      is Property of Company.
      All
      books, records, accounts, tenant, customer, client and other lists, tenant,
      customer and client street and e-mail addresses and information (whether in
      written form or stored in any computer medium) relating in any manner to the
      business, operations, or prospects of the Company, whether prepared by Executive
      or otherwise coming into Executive’s possession, shall be the exclusive property
      of the Company and shall be returned immediately to the Company upon the
      expiration or termination of Executive’s employment or at the Company’s request
      at any time. Upon the expiration or termination of his employment, Executive
      will immediately deliver to the Company all lists, books, records, schedules,
      data, and other information (including all copies) of every kind relating to
      or
      connected with the Company and its activities, business, and
      customers.

     

    Section
      11. Restrictive
      Covenant; Notice of Activities.
      

     

    (a)  Restricted
      Activities.
      During
      the Employment Period and for a period of one (1) year after the expiration
      or
      termination of Executive’s employment, whether by resignation or otherwise,
      (except if Executive’s employment is terminated by the Company without Cause or
      by Executive for Good Reason, or if Executive’s termination of employment
      constitutes a Termination Following Change in Control or results due to
      non-renewal of this Agreement), Executive shall not, without the prior written
      consent of the Company, directly or indirectly, (i) enter into the employment
      of, render any services to, invest in, lend money to, engage, manage, operate,
      own, or otherwise offer other assistance to or participate in, as an officer,
      director, manager, employee, principal, proprietor, representative, stockholder,
      member, partner, associate, consultant or otherwise, any person or entity that
      competes, plans to compete or is considering competing with the Company in
      any
      business of the Company existing or proposed at the time Executive shall cease
      to perform services hereunder (a “Competing
      Entity”)
      in any
      state in which the Company conducts material operations (defined as accounting
      for 10% or more of the Company’s revenue), or owns assets the value of which
      totals 10% or more of the total value of the Company’s assets, at any time
      during the term of this Agreement (collectively, the “Territory”);
      (ii)
      interfere with or disrupt or diminish or attempt to disrupt or diminish, or
      take
      any action that could reasonably be expected to disrupt or diminish, any past
      or
      present or prospective relationship, contractual or otherwise, between the
      Company and any tenant, customer, supplier, sales representative, consultant
      or
      employee of the Company; (iii) directly or indirectly solicit for employment
      or
      attempt to employ, or assist any other person or entity in employing or
      soliciting for employment, either on a full-time or part-time or consulting
      basis, any employee (whether salaried or otherwise, union or non-union) of
      the
      Company who within one year of the time Executive ceased to perform services
      hereunder had been employed by the Company, or (iv) communicate with, solicit,
      accept business or enter into any business relationship with any person or
      entity who was a tenant or customer of the Company or any present or future
      tenant or customer of the Company (including without limitation tenants or
      customers previously or in the future generated or produced by Executive),
      in
      any manner that interferes with or disrupts or diminishes or might interfere
      with or might disrupt or diminish such tenant’s or customer’s relationship with
      the Company, or in an effort to obtain such tenant or customer as a tenant
      or
      customer of any person in the Territory. Notwithstanding the foregoing,
      Executive shall be permitted to own up to a five percent equity interest in
      a
      publicly traded Competing Entity.

     

    (b)  Notice
      and Procedure.
      Executive
      shall inform in writing any person or entity that seeks to employ or engage
      him
      in any capacity, of his noncompetition obligations under this Agreement, prior
      to accepting such employment or engagement. Executive shall also inform the
      Company in writing of such prospective employment or engagement prior to
      accepting such employment or engagement. If the Company or the Executive has
      any
      concerns that any of Executive’s proposed or actual post-employment activities
      may be restricted by, or otherwise in violation of, this Section 11, such party
      shall notify the other party of such concerns and, prior to the Company
      commencing any action to enforce its rights under this Section 11 or Executive
      seeking a declaratory judgment with respect to his obligations under this
      Section 11, the Company and Executive shall meet and confer to discuss the
      prospective employment or engagement, and shall provide the other party with
      an
      opportunity to explain why such prospective employment or engagement either
      does
      or does not violate this Section 11; provided, however, that Company’s
      obligations to give notice under this clause and to meet with Executive before
      commencing any action shall not apply if Executive has not provided notice
      before engaging in activities that Company reasonably believes violate this
      Section 11. Any such meeting shall occur within three business days of notice
      and may be held in person or by telephonic, video conferencing or similar
      electronic means.

     

    Section
      12. Violations
      of Covenants.

     

    (a)  Injunctive
      Relief.
      Executive agrees and acknowledges that (i) the services to be rendered by him
      hereunder are of a special and original character that gives them unique value,
      (ii) that the provisions of Sections 10 and 11, are, in view of the nature
      of
      the business of the Company, reasonable and necessary to protect the legitimate
      interests of the Company, (iii) that his violation of any of the covenants
      or
      agreements contained in this Agreement would cause irreparable injury to the
      Company, (iv) that the remedy at law for any violation or threatened violation
      thereof would be inadequate, and (v) that the Company shall be entitled to
      temporary and permanent injunctive or other equitable relief as it may deem
      appropriate without the accounting of all earnings, profits, and other benefits
      arising from any such violation, which rights shall be cumulative and in
      addition to any other rights or remedies available to the Company. Executive
      hereby agrees that in the event of any such violation, the Company shall be
      entitled to commence an action, suit or proceeding in any court of appropriate
      jurisdiction for any such preliminary and permanent injunctive relief and other
      equitable relief.

     

    (b)  Enforcement.
      The
      Company and Executive recognize that the laws and public policies of the various
      states of the United States and the District of Columbia may differ as to the
      validity and enforceability of certain of the provisions contained herein.
      Accordingly, if any provision of this Agreement shall be deemed to be invalid
      or
      unenforceable, as may be determined by a court of competent jurisdiction, this
      Agreement shall be deemed to delete or modify, as necessary, the offending
      provision and to alter the balance of this Agreement in order to render the
      same
      valid and enforceable to the fullest extent permissible as
      aforesaid.

     

    Section
      13. “Key
      Man” Insurance. Executive
      agrees to facilitate the Company to purchase and maintain “Key Man Insurance” in
      an amount desired by the Company for the benefit of the Company and to
      reasonably cooperate with the Company and its designated insurance agent to
      facilitate the purchase and maintenance of such insurance. 

     

    Section
      14. Successors;
      Binding Agreement.

     

    (a)  Company’s
      Successors.
      No
      rights or obligations of the Company under this Agreement may be assigned or
      transferred except that the Company will require any successor (whether direct
      or indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company to expressly
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Company would be required to perform it if no such succession
      had taken place. As used in this Agreement, “Company” shall mean the Company as
      herein before defined and any successor (whether direct or indirect, by
      purchase, merger, consolidation or otherwise) to all or substantially all of
      the
      business and/or assets of the Company that executes and delivers the agreement
      contemplated by this Section 14 or that otherwise becomes bound by all the
      terms
      and provisions of this Agreement by operation of law.

     

    (b)  Executive’s
      Successors.
      No
      rights or obligations of Executive under this Agreement may be assigned or
      transferred other than his rights to payments or benefits hereunder, which
      may
      be transferred only by will or the laws of descent and distribution. Upon
      Executive’s death, this Agreement and all rights of Executive hereunder shall
      inure to the benefit of and be enforceable by Executive’s beneficiary or
      beneficiaries, personal or legal representatives, or estate, to the extent
      any
      such person succeeds to Executive’s interests under this Agreement. Executive
      shall be entitled to select and change a beneficiary or beneficiaries to receive
      any benefit or compensation payable hereunder following Executive’s death by
      giving the Company written notice thereof. In the event of Executive’s death or
      a judicial determination of his incompetence, references in this Agreement
      to
      Executive shall be deemed, where appropriate, to refer to his beneficiary(ies),
      estate or other legal representative(s). If Executive should die following
      his
      Date of Termination while any amounts would still be payable to him hereunder
      if
      he had continued to live, all such amounts unless otherwise provided herein
      shall be paid in accordance with the terms of this Agreement to such person
      or
      persons so appointed in writing by Executive, or otherwise to his legal
      representatives or estate.

     

    Section
      15. Notice.
      All
      notices or other communications that are required or permitted hereunder shall
      be in writing and sufficient if delivered personally, or sent by
      nationally-recognized, overnight courier or by registered or certified mail,
      return receipt requested and postage prepaid, addressed as follows:

     

    
      	
               

              To
                the Employer:

               

            	
              Equity
                One, Inc.

              1600
                NE Miami Gardens Drive

              North
                Miami Beach, Florida 33179

              Attention:
                General Counsel

            
	
               

              To
                Executive:

               

            	
              Gregory
                R. Andrews

              Equity
                One, Inc.

              1600
                NE Miami Gardens Drive

              North
                Miami Beach, Florida 33179

            


    

    


    or
      to
      such other address as any party may have furnished to the others in writing
      in
      accordance herewith. All such notices and other communications shall be deemed
      to have been received (a) in the case of personal delivery, on the date of
      such
      delivery, (b) in the case of delivery by nationally-recognized, overnight
      courier, on the business day following dispatch and (c) in the case of mailing,
      on the third business day following such mailing.

     

    Section
      16. Attorneys’
      Fees.
      The
      Company shall reimburse Executive for the reasonable attorneys’ fees and costs
      incurred by Executive in connection with the review, negotiation and execution
      of this Agreement. If either party is required to seek legal counsel to
      interpret or enforce the terms and provisions of this Agreement, the prevailing
      party in any action, suit or proceeding shall be entitled to recover reasonable
      attorneys’ fees and costs (including on appeal).

     

    Section
      17. Miscellaneous. 
      No
      provisions of this Agreement may be amended, modified, or waived unless such
      amendment or modification is agreed to in writing signed by Executive and by
      a
      duly authorized officer of the Company, and such waiver is set forth in writing
      and signed by the party to be charged. No waiver by either party hereto at
      any
      time of any breach by the other party hereto of any condition or provision
      of
      this Agreement to be performed by such other party shall be deemed a waiver
      of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof have been made by either
      party that are not set forth expressly in this Agreement. The respective rights
      and obligations of the parties hereunder of this Agreement shall survive the
      expiration or termination of Executive’s employment (whether by resignation or
      otherwise) and the expiration or termination of this Agreement to the extent
      necessary for the intended preservation of such rights and obligations. The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of Florida without regard to its conflicts
      of law principles. Each party unconditionally and irrevocably agrees that the
      exclusive forum and venue for any action, suit or proceeding 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
      18. 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. In the event that any
      provision or provisions contained in this Agreement shall be deemed illegal
      or
      unenforceable, the remaining provisions contained in this Agreement shall remain
      in full force and effect, and this Agreement shall be interpreted as if such
      illegal or unenforceable provision or provisions were not contained in this
      Agreement. 

     

    Section
      19. Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same instrument.

     

    Section
      20. Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties hereto in respect
      of
      the subject matter contained herein and supersedes all prior agreements,
      promises, covenants, arrangements, communications, representations or
      warranties, whether oral or written, by any officer, director, employee or
      representative of any party hereto in respect of such subject matter. Any prior
      agreement of the parties hereto in respect of the subject matter contained
      herein is hereby terminated and canceled.

     

    Section
      21. Withholding.
      All
      payments hereunder shall be subject to any required withholding of Federal,
      state and local taxes pursuant to any applicable law or regulation.

     

    Section
      22. Insurance;
      Indemnity.
      Executive shall be covered by the Company’s directors’ and officers’ liability
      insurance policy, and errors and omissions coverage, to the extent such coverage
      is generally provided by the Company to its directors and officers and to the
      fullest extent permitted by such insurance policies. Nothing herein is or shall
      be deemed to be a representation by the Company that it provides, or a promise
      by the Company to obtain, maintain or continue any liability insurance coverage
      whatsoever for its executives. In addition, the Company shall enter into its
      standard indemnity agreement by which Company commits to indemnify a Company
      officer in connection with claims, suits or proceedings arising as a result
      of
      Executive’ service to the Company. 

     

    Section
      23. Section
      Headings.
      The
      section headings in this Agreement are for convenience of reference only, and
      they form no part of this Agreement and shall not affect its
      interpretation.

     

    [Remainder
      of this Page Intentionally left Blank]


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    The
      parties hereto have executed this Agreement effective as provided
      above.

    


    
      	 	
              EQUITY
                ONE, INC.

            
	
               

            	
               

            	
               

            
	 	
              By

            	
              /s/ 
                CHAIM KATZMAN

            
	
               

            	
               

            	
              Name:

            	
              Chaim
                Katzman

            	
               

            
	
               

            	
               

            	
              Title:

            	
              Chairman
                and Chief Executive Officer

            	
               

            
	
               

            	
               

            	
              Date:
                October 16, 2006

            
	
               

            	
               

            	 
	 	 	 
	
               

            	
              /s/
                GREGORY R. ANDREWS

            	
               

            
	 	
              Gregory
                R. Andrews

            
	 	
              Date:
                October 16, 2006 

            


    

    


    


    


    


    Exhibit
      A
      - Long Term Cash Incentive Compensation

    Exhibit
      B
      - Form of Release