Exhibit 10.1


    EXHIBIT
      10.1

     

    CHAIRMAN
      COMPENSATION AGREEMENT

     

    This
      CHAIRMAN COMPENSATION AGREEMENT (“Agreement”) is made effective as of January 1,
      2007 (“Effective Date”) by and between Equity One, Inc, a Maryland corporation
      (the “Company”), and Chaim Katzman (“Chairman”), and replaces and supersedes in
      its entirety, effective January 1, 2007, that certain Amended and Restated
      Employment Agreement, dated as of July 26, 2002 and as Amended effective
      September 1, 2003, between the Company and the Chairman.

     

    RECITALS

     

    The
      Chairman is the founder of the Company and has acted as Chief Executive Officer
      and Chairman of the Company since its inception.

     

    The
      Chairman has been employed by the Company pursuant to an employment agreement
      made effective as of January 1, 2002, which superseded an earlier employment
      agreement effective as of January 1, 1996.

     

    The
      Company recognizes that the Chairman’s talents, abilities and stature in the
      industry are unique and have been, and in the future will be, integral to the
      success of the Company. The Company believes that it is valuable to the Company
      to retain the services of the Chairman and that the Chairman’s contribution to
      the growth of the Company in the future will be substantial. The Company desires
      to provide for the continued involvement of the Chairman on terms that will
      encourage the Chairman to continue to attempt to increase the value of the
      Company. The Chairman is willing to remain involved with the Company under
      the
      terms and conditions provided herein.

     

    In
      order
      to effect the foregoing, the Company and the Chairman wish to enter into an
      Agreement on the terms and conditions set forth below. Accordingly, in
      consideration of the premises and the respective covenants and agreements of
      the
      parties herein contained, and intending to be legally bound hereby, the parties
      hereto agree as follow:

     

    The
      Company desires to retain Chairman as of the Effective Date, on the terms and
      conditions set forth in this Agreement, and Chairman desires to be so involved
      with the Company.

     

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

     

    AGREEMENT

     

    1.  Arrangement.
      The
      Company hereby agrees to retain the services of Chairman and Chairman hereby
      agrees to be involved with the Company on the terms and conditions hereinafter
      set forth.

     

    2.  Term.
      The term
      of this Agreement (the “Term”) shall commence on the Effective Date and shall
      continue through December 31, 2010. This Agreement and the Term automatically
      shall be renewed annually thereafter, unless either party gives the other party
      prior written notice at least six months before the expiration of the Term
      of
      that party’s intent not to renew this Agreement.

     

    3.  Position
      and Duties.

     

    (a)  Chairman;
      Chief Executive Officer.
      At all
      times during the Term, subject to Chairman’s election to the Board and as
      Chairman thereof, Chairman shall serve as the Chairman of the Board of Directors
      of the Company (“Board”) and shall report solely and directly to the Board.
      Until April 1, 2007, Chairman will also be the Chief Executive Officer of the
      Company unless otherwise mutually agreed by Chairman and the Board to resign
      as
      Chief Executive Officer prior to that date. At the time Chairman ceases to
      be
      the Chief Executive Officer, the new Chief Executive Officer shall report to
      the
      Chairman. In whatever position Chairman occupies during the Term (including,
      without limitation, Chairman and Chief Executive Officer), Chairman shall have
      those powers and duties normally associated with such position and such other
      powers and duties as the Board properly may prescribe, provided that such other
      powers and duties are consistent with Chairman’s position at that time.


     

    (b)  Director.
      During
      the Term, the Company agrees to nominate Chairman as a member of the Board
      for
      each successive term and use reasonable good faith effort to cause Chairman
      to
      be elected as a member and Chairman of the Board, including, without limitation,
      recommending Chairman to be elected as a member of the Board in the proxy
      statement distributed to stockholders regarding the election of members of
      the
      Board. 

     

    (c)  Other
      Activities by Chairman.
      The
      Company recognizes that the Chairman presently is involved and may in the future
      be involved with other ventures and businesses to which the Chairman will
      devote, from time to time, his business time, attention, skill and efforts.
      It
      is understood and agreed that the Chairman may, directly or indirectly, engage
      in other businesses in the United States consistent with his duties as Chairman
      and as a Board member of the Company. Further, Chairman may, directly or
      indirectly, engage in any businesses, without limitation, outside the United
      States.

     

    4.  Place
      of Performance.
      The
      Company agrees to provide the Chairman with the office he currently uses at
      the
      Company’s corporate headquarters in North Miami Beach, Florida. It is agreed
      that the Chairman may engage in reasonable activities unrelated to the Company
      at such office and utilize the resources of the Company in such activities,
      including the reasonable use of personnel, equipment and telephone system.
      

     

    5.  Payments
      and Related Matters.

     

    (a)  Bonus.
      For
      each calendar year during the Term commencing with calendar year 2007, Chairman
      shall be eligible to receive a bonus (the "Bonus") to be determined in the
      discretion of the Compensation Committee of the Board.

     

    (b)  Long
      Term Incentive Compensation.
      On
      September 23, 2006, the Company issued to the Chairman, pursuant to the
      Company’s 2000 Executive Incentive Compensation Plan (the “Incentive Plan”),
      Options (as defined in the Incentive Plan) to acquire 437,317 shares of the
      Company’s capital stock, with an exercise price of $24.12 per share. The parties
      acknowledge that such options were granted as consideration to Chairman for
      his
      execution of this Agreement and vest in four equal installments on December
      31,
      2007, December 31, 2008, December 31, 2009 and December 31, 2010. Each Option
      granted hereunder shall expire ten years from the date of the grant of such
      Option. 

     

    In
      addition, the Company agrees to issue to Chairman on the Effective Date,
      pursuant to the Incentive Plan, 300,000 shares of Restricted Stock (as defined
      in the Incentive Plan). The Restricted Stock shall vest in four equal
      installments on January 1, 2008, 2009 and 2010 and December 31, 2010. Chairman
      shall be entitled to receive dividends on the Restricted Stock, whether vested
      or not, and the Company shall cause any Restricted Stock award made under the
      Incentive Plan in satisfaction of the Company’s obligation hereunder to so
      provide. 

     

    (c)  Expenses.
      The
      Company shall reimburse Chairman 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. Any frequent flyer miles or points and similar benefits provided by
      hotels, credit card companies and others received by Chairman in connection
      with
      his business travel shall be retained by Chairman for his personal
      use.

     

    (d)  Home
      Office.
      The
      Company shall provide, at the Company’s cost, Chairman with cellular telephones
      and, at Chairman’s home, with office furniture, business telephone lines and
      related telephone equipment, a computer and related peripherals, high speed
      Internet access, a copy machine, a facsimile machine and any other reasonably
      necessary office equipment. The parties recognize that the cellular telephones
      and at home office are necessary for Chairman to perform his duties hereunder.
      The Company recognizes and agrees that Chairman (and any one authorized by
      Chairman, including family members) shall be permitted to use the cellular
      telephones and at home office equipment and services for personal use at no
      cost
      to Chairman. 

     

    (e)  Registration.
      Any
      stock options, restricted stock or unrestricted stock awarded to Chairman in
      accordance with this Agreement shall relate to Shares covered by an effective
      registration statement on Form S-8 (or any successor or replacement form) under
      the Securities Act of 1933.

     

    (f)  Register
      Existing Shares.
      If at
      any time during the term of this Agreement, the Company proposes to register
      any
      of its securities under the Securities Act of 1933, as amended, the Company
      shall give Chairman the right and opportunity to register, each time that the
      Company so proposes, any or all securities of the Company held by Chairman,
      including, any stock options and securities subject to such stock options.
      Nothing contained in this Agreement shall limit or modify any registration
      rights granted to Chairman by the Company pursuant to any other contract or
      arrangement. 

     

    6.  Termination.
      This
      Agreement may be terminated during the Term under the following
      circumstances:

     

    (a)  Death.
      This
      Agreement shall terminate upon Chairman’s death.

     

    (b)  Disability.
      If, as
      a result of Chairman’s incapacity due to physical or mental illness, Chairman
      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,
      the Company shall have the right to terminate this Agreement as a result of
      Chairman’s “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, subject to appropriate action of the Board, to
      terminate this Agreement 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. The Company
      shall not take action under this subsection (c) unless and until the Company
      has
      delivered to Chairman a copy of a resolution duly adopted by sixty-six and
      two-thirds (66-2/3) of the Board (excluding Chairman and any employee of the
      Company for purposes of determining such threshold) at a meeting of the Board
      called and held for such purpose, approving and authorizing such
      action.

     

    (d)  Cause.
      The
      Company shall have the right, subject to appropriate action of the Board, to
      terminate this Agreement 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 this Agreement
      upon Chairman’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.

     

    For
      purposes of this Section 6(d), no act, or failure to act, by Chairman 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;
      provided, however, that the willful requirement outlined in paragraphs (iii)
      above shall be deemed to have occurred if Chairman’s action or non-action
      continues for more than ten (10) days after Chairman 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.


     

    Cause
      shall not exist under paragraph (i) or (iii) above unless and until the Company
      has delivered to Chairman a copy of a resolution duly adopted by sixty-six
      and
      two-thirds (66-2/3) of the Board (excluding Chairman and any employee of the
      Company for purposes of determining such threshold) at a meeting of the Board
      called and held for such purpose, finding that in the good faith opinion of
      the
      Board, Chairman 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
      Chairman 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 Board, within such 30 day
      period. If Chairman has not cured such breach to the satisfaction of sixty-six
      and two-thirds (66-2/3) of the Board (excluding Chairman and any employee of
      the
      Company for purposes of determining such threshold) within 90 days after the
      date of such notice, the Company shall give notice of termination to the
      Chairman. 

     

    (e)  Following
      Change in Control.
      Chairman may terminate this Agreement for any reason, including death,
      Disability or Cause, within twelve (12) months after a Change in Control occurs.
      For purposes of this Agreement, such a termination 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) a Controlling Interest of the Company or any affiliate
      of such person, entity or “group.”

     

    Notwithstanding
      anything in (i), (ii) or (iii) above to the contrary, Chairman acknowledges
      and
      agrees that a Change of Control as defined above shall not be deemed to have
      occurred solely as a result of the direct or indirect sale by Chairman or his
      Affiliates (defined as any person that Chairman directly or indirectly controls)
      of their shares of the Company’s Common Stock unless (1) such sale was approved
      or recommended by a majority of the Incumbent Board (excluding Chairman and
      any
      employee of the Company), or (2) such sale was approved by a majority of the
      Company’s stockholders that are not affiliated directly or indirectly with
      Chairman or his Affiliates, or (3) the stockholders of the Company have the
      right to participate, generally, in such sale on the same terms and conditions
      as Chairman or his Affiliates.

     

    (f)  Voluntary
      Termination Other Than Termination Following Change in
      Control.
      Chairman shall have the right to terminate this Agreement by providing the
      Company with a Notice of Termination, as provided in Section 7 below. If such
      termination occurs other than within 12 months Following a Change in Control
      of
      the Company, as defined in subsection (e) above, Chairman’s resulting
      termination shall be considered as other than Termination Following a 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)  Termination
      of Agreement for Good Reason. Chairman
      shall have the right to terminate this Agreement for Good Reason. For purposes
      of this Agreement, Good Reason means:

     

    (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 Chairman specifying in reasonable
      detail the nature of such breach; or

     

    (ii) subject
      to Section 3(b), failure to recommend to the Company’s stockholders Chairman’s
      election to the Board and as Chair or the failure of the Board to nominate
      or
      elect him as Chair.

     

    (h) Termination
      by Company’s Shareholders.
      If the
      Chairman is removed from the Board, as provided in Section 5.8 of the Company’s
      charter (or under any similar future provision under the Company’s charter),
      then this Agreement shall immediately terminate. For purposes of Section 8
      of
      this Agreement, termination pursuant to this subsection (h) shall be considered
      “Termination With Cause.”

     

    7.  Termination
      Procedure.

     

    (a)  Notice
      of Termination.
      Any
      termination of this Agreement by the Company or by Chairman during the Term,
      except termination due to Chairman’s death pursuant to Section 6(a), shall be
      communicated by written Notice of Termination to the other party hereto. 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 such termination under the provision so stated.

     

    (b)  Date
      of Termination.
“Date
      of Termination” shall mean (i) if this Agreement is terminated by his death, the
      date of his death, and (ii) if this Agreement is terminated for any other
      reason, 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.

     

    8.  Payments
      Upon Termination or During Disability.
      If
      Chairman is disabled or this Agreement is terminated during the Term, the
      Company shall provide Chairman with the payments and benefits set forth below:
      

     

    (a)  Disability;
      Death.
      If this
      Agreement is terminated as a result of Chairman’s Disability pursuant to Section
      6(b), or due to the Chairman’s death pursuant to Section 6(a):

     

    (i)  the
      Company shall pay to Chairman 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 most recent Bonus, if any, plus (B) the income tax payable (computed on
      a
      gross-up basis) on account of any stock option or restricted stock referred
      to
      in clause (ii) below.

     

    (ii)  all
      stock
      options and restricted stock granted to Chairman prior to the Date of
      Termination shall fully vest as of the Date of Termination;

     

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

     

    (iv)  Chairman
      or his estate or named beneficiaries shall be entitled to any other rights,
      compensation and/or benefits as may be due to Chairman 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 or Termination Following Change in Control or
      Termination for Good Reason.
      If this
      Agreement is terminated by the Company without Cause or if the termination
      is a
      Termination Following a Change in Control, including as a result of the
      Chairman’s death or Disability but not if such termination is by the Company for
      Cause, or if Chairman terminates this Agreement for Good Reason: 

     

    (i)  the
      Company shall pay to Chairman as soon as practicable following the Date of
      Termination a lump-sum payment equal to three times the sum of (a) the most
      recent Bonus payment, if any, and (b) the value of 75,000 shares of restricted
      stock (valued in the case of Termination Without Cause or Termination for Good
      Reason at the average closing price of the Company's common stock on the
      principal stock exchanges on which such common stock is then listed and traded
      during the ten trading days prior to the Date of Termination and in the case
      of
      Termination Following Change in Control at the price of the Company's common
      stock on the date of the Change in Control) plus (c) the value at the Date
      of
      Termination of options to acquire 109,329 shares of Company common stock at
      $24.12 per share in accordance with the terms of the options referred to in
      Section 5(b) based on the Black Scholes formula. 

     

    (ii)  in
      the
      case of Termination by the Company without Cause or Termination for Good Reason,
      all stock options and restricted stock granted to Chairman prior to the Date
      of
      Termination shall fully vest as of the Date of Termination;

     

    (iii)  in
      the
      case of Termination Following Change in Control, all stock options and
      restricted stock granted to Chairman prior to the Date of Termination shall
      fully vest at date of the Change in Control;

     

    (iv)  the
      Company shall reimburse Chairman pursuant to Section 5(c) hereof, for reasonable
      expenses incurred but not paid prior to such termination; and

     

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

     

    (c)  Cause
      or By Chairman Other Than Termination Following Change in Control or Termination
      for Good Reason.
      If this
      Agreement is terminated by the Company for Cause or if Chairman terminates
      this
      Agreement other than Following a Change in Control.

     

    (i)  the
      Company shall reimburse Chairman pursuant to Section 5(c) hereof, for reasonable
      expenses incurred, but not paid prior to such termination, unless such
      termination resulted from a misappropriation of Company funds;

     

    (ii)  a
      portion
      of the number of shares of restricted stock and stock options that would have
      vested on December 31st
      of the
      year of termination shall vest on the date of termination in accordance with
      the
      following formula: 

     

    (A)  the
      number of shares and number of options that would have vested on December
      31st
      of the
      year of termination, each multiplied by

     

    (B)  a
      fraction the numerator of which is the number of days in the year of termination
      through the date of termination and the denominator of which is 365, with that
      product further multiplied by

     

    (C)  Fifty
      percent (50%);

     

    (iii)  all
      other
      unvested stock options and unvested restricted stock granted to Chairman shall
      be forfeited; and

     

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

     

    (d)  Tax
      Payment by the Company.

     

    (i)  If
      any
      amount or benefit paid or distributed to Chairman pursuant to this Agreement,
      taken together with any amounts or benefits otherwise paid or distributed to
      Chairman 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 Chairman at the time specified below an additional amount
      (the "Tax Reimbursement Payment") such that the net amount retained by Chairman
      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(d),
      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, Chairman
      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 Chairman 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
      Chairman 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, Chairman 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 Chairman, and interest payable to the Company shall not exceed
      interest received or credited to Chairman by such tax authority for the period
      it held such portion. Chairman and the Company shall mutually agree upon the
      course of action to be pursued (and the method of allocating the expenses
      thereof) if Chairman'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.

     

    (e)  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 Chairman after termination of
      this
      Agreement, is subject to Section 409A of the Internal Revenue Code of 1986
      (“Code”), as amended, and that Chairman is a “specified employee,” as defined in
      Code Section 409A, upon termination of this Agreement for any reason other
      than
      death, no amount may be paid to Chairman earlier than six months after the
      date
      of termination of this Agreement, 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
      termination of this Agreement, together with interest at the rate of five
      percent (5%) per annum beginning with the date one day after termination of
      this
      Agreement until the date of payment.

     

    9.  Repayment.
      Chairman
      acknowledges and agrees that the bonuses and other incentive-based or
      equity-based compensation received by him from the Company with respect to
      and
      during the time of his service as Chief Executive Officer, 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, Chairman shall pay to the Company the
      amount required to be forfeited.

     

    10.  Chairman’s
      Successors.
      No
      rights
      or obligations of Chairman under this Agreement may be assigned or transferred
      by Chairman; provided however, that any cash payments payable to Chairman
      hereunder or any stock options or restricted stock may be assigned by Chairman
      to any third party, including transfer or by will or the laws of descent and
      distribution. Upon Chairman’s death, this Agreement and all rights of Chairman
      hereunder shall inure to the benefit of and be enforceable by Chairman’s
      beneficiary or beneficiaries, personal or legal representatives, or estate,
      to
      the extent any such person succeeds to Chairman’s interests under this
      Agreement. Chairman shall be entitled to select and change a beneficiary or
      beneficiaries to receive any benefit or compensation payable hereunder at any
      time or following Chairman’s death by giving the Company written notice thereof.
      In the event of Chairman’s death or a judicial determination of his
      incompetence, references in this Agreement to Chairman shall be deemed, where
      appropriate, to refer to his beneficiary(ies), estate or other legal
      representative(s). If Chairman 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 Chairman, or otherwise to his legal representatives
      or
      estate.

     

    11.  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 Company:

               

            	
               

              Equity
                One, Inc.

              1600
                NE Miami Gardens Drive

              Miami,
                Florida 33179

               

              Attention:
                General Counsel

               

            
	
               

              To
                Chairman:

               

            	
               

              Mr.
                Chaim Katzman

              Equity
                One, Inc.

              1600
                NE Miami Gardens Drive

              Miami,
                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.

     

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

     

    13.  Miscellaneous.
      No
      provisions of this Agreement may be amended, modified, or waived unless such
      amendment or modification is agreed to in writing signed by Chairman 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
      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.

     

    14.  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.

     

    15.  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.

     

    16.  Entire
      Agreement.
      This
      Agreement sets forth the entire agreement of the parties hereto in respect
      of
      the subject matter contained herein and supersede 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.

     

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

     

    18.  Noncontravention.
      The
      Company represents to Chairman that the Company is not prevented from entering
      into, or performing this Agreement by the terms of any law, order, rule or
      regulation, its by-laws or certificate of incorporation, or any agreement to
      which it is a party, other than that which would not have a material adverse
      effect on the Company’s ability to enter into or perform this Agreement.
      Chairman represents to the Company that he is not a party to any agreement
      that
      would preclude him from entering into or performing this Agreement.

     

    19.  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.

     

    [The
      remainder of this page is intentionally left blank]


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


     

    
      	 	 	 EQUITY
              ONE, INC.
	 	 
	Date:  
              October 17, 2006	By:  	/s/   
              NEIL FLANZRAICH
	 	
              

              Name 
                Neil Flanzraich
Title    Chair, Compensation Committee
                of the  Board
                of  

                       
                  Directors of Equity One,
                Inc.


            


    

    
      	 	 
              
	 
 	 
 	 
 
	Date:  
              October 17, 2006	        	/s/   
              CHAIM KATZMAN
	 	
              
Name  Chaim
              Katzman