EX-10.1



 





Exhibit 10.1




RESTRICTED SHARES AGREEMENT




     Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), has granted to
                     (the “Holder”),                      (___) of the Company’s Common Shares,
without par value (the “Restricted Shares”). The Restricted Shares have been granted pursuant to
the Developers Diversified Realty Corporation 2004 Equity-Based Award Plan (the “Plan”) and are
subject to all provisions of the Plan, which are hereby incorporated herein by reference, and to
the following provisions of this Agreement (capitalized terms not defined herein are used as
defined in the Plan):



     §1. Vesting. The Restricted Shares will vest                      (each such
date a “Vesting Date”). The Restricted Shares will be issued in uncertificated form and held by
the Company in an account for the benefit of the Holder until the applicable Vesting Date. The
Company will transfer the vested Restricted Shares to the Holder’s account within a reasonable
period of time after each Vesting Date, unless such Restricted Shares are subject to a deferral
election, in which case the deferral election and the applicable deferral plan will govern
treatment of the Restricted Shares upon vesting.



     §2. Purchase Price. The purchase price of the Restricted Shares is $___. The fair
market value of the Restricted Shares is $                     per share.



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



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



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



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



 









 





     (c) Other Termination. Unless otherwise determined by the Committee after the time of
granting the Restricted Shares, if the Holder’s employment with the Company or any Subsidiary or
Affiliate terminates for any reason other than death or Disability, any Restricted Shares which are
unvested or subject to restrictions at the time of termination will be forfeited upon termination.



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



     §5. Shareholder Rights and Restrictions. Except with regard to the disposition of
Restricted Shares, the Holder will generally have all rights of a shareholder with respect to the
Restricted Shares from the date of grant, including, without limitation, the right to receive
dividends with respect to such Restricted Shares and the right to vote such Restricted Shares,
subject to any restrictions in this Agreement or in the Plan.



     §6. Dividends. All dividends payable on the Restricted Shares (whether or not
vested) will be payable in cash.



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



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



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



 









 





     §10. Securities Law Compliance.



     (a) The Holder agrees that the Company may impose such restrictions on the Shares as are
deemed advisable by the Company, including, without limitation, restrictions relating to listing or
trading requirements. The Holder further agrees that certificates representing the Shares may bear
such legends and statements as the Company shall deem appropriate or advisable to assure, among
other things, compliance with applicable securities laws, rules and regulations.



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



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



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



THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK




 









 








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



	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY

CORPORATION, an Ohio corporation

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 


DATE OF GRANT:




                    , _______




ACCEPTANCE OF AGREEMENT





     The Holder hereby:



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



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



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



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



	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Holder’s Signature	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Holder’s Social Security Number