Letter Agreement


 Exhibit 10.1 
  
 November 21, 2005 
  
 CONFIDENTIAL – FOR SETTLEMENT PURPOSES ONLY 
  
 BY HAND DELIVERY 
  
 Sidney W. Lassen 
  

	 	Re:	Sizeler Property Investors, Inc. 

  
 Dear Sidney: 
  
 This letter agreement (the “Letter Agreement”), effective November 21, 2005, states the agreement with respect to all matters between you
and Sizeler Property Investors, Inc. (“Sizeler” and the “Company”) (you and Sizeler together are the “Parties”) addressed herein. 
  

In consideration of the mutual covenants and promises contained in this Letter Agreement, the receipt and sufficiency of which you and Sizeler hereby
acknowledge, you and Sizeler, intending to be legally bound, agree as follows: 
  
 You have voluntarily resigned your employment with Sizeler, effective 2:00 p.m. EDT, November 21, 2005. As of the time of your resignation, you have had no further authority to act as an executive, officer,
representative, or agent of Sizeler. At the same time, you voluntarily resigned as Chairman of the Board, although you will remain as a director of Sizeler. 
  
 Subject to the terms of this Letter Agreement, Sizeler agrees to pay you (i) in a lump sum, $666,261 and (ii) in a lump sum, the vested
amounts payable under your Nonelective Deferred Compensation Agreement effective January 1, 2005, and the vested amounts payable under your Nonelective Deferred Compensation Agreement effective May 6, 1994, as amended by amendment thereto
dated August 3, 2000, each as set forth on Schedule A hereto. In addition, Sizeler agrees that for a period of twenty-four months immediately following the execution 






 Sidney W. Lassen 
 November 21, 2005 
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 of this Letter Agreement, it will
reimburse you, upon your submission of appropriate documentation, for the premiums for a twenty-four month term life insurance policy, with a death benefit of $354,000.00, effective as of the date of this Letter Agreement. Sizeler further agrees
that for a period of twenty-four months immediately following the execution of this Letter Agreement, it will pay your premiums for continuation of health care coverage under Sizeler’s group plan pursuant to COBRA; to the extent continuation of
coverage is not available to you or you do not elect continuation of coverage, Sizeler agrees to pay you an amount equal to the cost of alternative comparable benefits, upon submission of appropriate documentation, up to a total maximum amount of
$5,000.00. All payments referenced in this paragraph shall be subject to applicable withholding obligations. In addition, you will retain any and all rights you may have under the agreements and plans governing the unexercised portion of the stock
options set forth on Schedule B hereto. The payments and other obligations stated in this paragraph, together with any payments previously made to you by Sizeler, satisfy in full all of Sizeler’s obligations to you with respect to your
employment with Sizeler. The Company shall continue the Company’s obligation with regard to reimbursement of you for the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, in accordance with Section 7
of the severance agreement between you and Sizeler, dated February 9, 1994, amended and restated as of August 3, 2000. 
  
 You, on your behalf and on behalf of your heirs, successors, agents, executors, administrators, attorneys and assigns, hereby release and forever
discharge Sizeler and any and all of Sizeler’s current and former affiliated entities, benefit plans, departments, officers, directors, executives, employees, representatives, administrators, agents, attorneys, affiliates, successors and
assigns (the “Released Parties”), to the fullest extent allowed by law, from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, liabilities, debts and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever, whether known or unknown, suspected or unsuspected, which you now have, own, or hold, or claim to have, own, or
hold, and which you at any time ever had, owned, or held, or claimed to have had, owned, or held, against any one or more of them for any reason relating to your status as a stockholder, director, officer, employee or agent of Sizeler in law or in
equity, under the laws of the United States or any state or local jurisdiction, including, without limitation, any and all claims arising from or relating to your employment with Sizeler or the termination thereof through the date of this Letter
Agreement, any claims relating 






 Sidney W. Lassen 
 November 21, 2005 
 Page 3 
  
 to or arising under any employment
contract, any employment statute or regulation, any employment discrimination law, including, without limitation, the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621, et seq., Title VII of the Civil Rights Act
of 1964, as amended, the Equal Pay Act of 1963, and any other employment, civil rights, pension or labor law, contract law, tort law, or common law of the United States, or any state or local jurisdiction, including all claims for wages, salary,
bonus, severance, commission, expenses, contributions to welfare or pension plans, or any other compensation or remuneration of any kind, but excluding (i) any claims arising under this Letter Agreement, and (ii) any obligation of Sizeler
under its charter, bylaws, Indemnification Agreement dated January 25, 2001, or otherwise, to indemnify you in the event you are made a party to litigation as a result of your being an officer, director of Sizeler, employee or agent of Sizeler,
or serving as a director, officer, employee, agent or trustee of any other entity at the request of Sizeler. You warrant that this is a GENERAL RELEASE, and that you have not assigned or transferred any claims covered hereby. 
  
 Without limiting the generality of the release contained in this Letter
Agreement, you, on your behalf and on behalf of your heirs, legal representatives and assigns, further agree not to sue or otherwise institute or cause to be instituted, or solicit, encourage, or cause any other individual or entity to sue or
otherwise institute or cause to be instituted, except as required by order of court or any agency of the United States or any state or local government, (and except any claims to enforce this Letter Agreement), the prosecution of any claim,
complaint, or charge seeking damages against any of the Released Parties in any court, administrative agency, commission, or other forum of the United States or any state, local or other jurisdiction concerning any claims released herein, and you
irrevocably and unconditionally waive any and all rights to recover any relief or damages in a civil suit brought against Sizeler or any of the Released Parties concerning claims released in this Letter Agreement. 
  
 Sizeler, on its behalf and on behalf of its subsidiaries, affiliated
entities, benefit plans, departments, agents, administrators, attorneys and assigns, hereby releases and forever discharges you to the fullest extent allowed by law, from any and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, liabilities, debts and expenses (including attorneys’ fees and costs incurred), of any nature whatsoever, whether known or unknown, suspected
or unsuspected, which it now has, owns, or holds, or claims to have, own, or hold, and 






 Sidney W. Lassen 
 November 21, 2005 
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 which it at any time ever had, owned,
or held, or claimed to have had, owned, or held, against you for any reason relating to your status as a stockholder, director, officer, employee or agent of Sizeler in law or in equity, under the laws of the United States or any state or local
jurisdiction, but excluding any claims arising under this Letter Agreement. You represent and warrant that any and all certifications you have made to Ernst & Young, L.L.P., the New York Stock Exchange and the Securities Exchange Commission
are in all material respects true, accurate, and complete to the best of your knowledge, information and belief. You further agree that the release and discharge of claims set forth in this paragraph shall not apply to claims arising out of a breach
of the representation set forth in the previous sentence, provided that the recipient of the certification takes independent action against you with respect to the certification. 
  
 Without limiting the generality of the release contained in this Letter Agreement, Sizeler, on its behalf and on behalf of
its successors, legal representatives and assigns, further agrees not to sue or otherwise institute or cause to be instituted, or solicit, encourage, or cause any other individual or entity to sue or otherwise institute or cause to be instituted,
except as required by order of court or any agency of the United States or any state or local government, (and except any claims to enforce this Letter Agreement), the prosecution of any claim, complaint, or charge seeking damages against you in any
court, administrative agency, commission, or other forum of the United States or any state, local or other jurisdiction concerning any claims released herein, and Sizeler irrevocably and unconditionally waives any and all rights to recover any
relief or damages in a civil suit brought against you concerning claims released in this Letter Agreement. 
  
 The Parties agree that this Letter Agreement shall not in any way be construed as an admission (1) by Sizeler or the Released Parties that any of
them has acted wrongfully with respect to you or any other person or persons or that you have any rights whatsoever against any of them or (2) by you that you have acted wrongfully with respect to Sizeler or any other person or persons or that
Sizeler or any other person or persons have any right whatsoever against you. Sizeler specifically disclaims any liability to or wrongful acts against you, or any other person or persons, each on the part of itself and any of the Released Parties.
You specifically disclaim any liability to or wrongful acts against Sizeler, or any other person or persons. 
  
 This Letter Agreement sets forth the entire agreement and understanding between the Parties on the subject matter hereof, supersedes any 






 Sidney W. Lassen 
 November 21, 2005 
 Page 5 
  
 prior negotiations and agreements on
the subject matter hereof, and merges all prior discussions and negotiations between them. The Parties each represent that they are not relying on any promises, inducements, or oral or written statements or representations other than those in this
Letter Agreement. 
  
 Each Party acknowledges that it or he has
read and understands this Letter Agreement and executes it knowingly, voluntarily and without coercion. Each Party further acknowledges that it or he has consulted with an attorney prior to executing this Letter Agreement. You acknowledge that you
have been given a period of at least twenty-one days within which to consider and execute this Letter Agreement, unless you voluntarily choose to execute this Letter Agreement before the end of the twenty-one day period. You further specifically
represent that, in the event you elect to execute this Letter Agreement before the end of the twenty-one day period, you do not require twenty-one days to consider this Letter Agreement and that the amount of time you have taken to consider this
Letter Agreement is sufficient to understand its terms and make an informed decision to accept or decline the Letter Agreement. You understand that you have seven days following your execution of this Letter Agreement to revoke your release of
claims under the Age Discrimination in Employment Act. For such revocation to be effective, written notice of revocation must be delivered directly to Mark Saudek of Hogan & Hartson L.L.P., 111 South Calvert Street, Baltimore, Maryland
21202, fax 410/539-6981, no later than the seventh calendar day after you sign this Letter Agreement. If you revoke your release of claims under the Age Discrimination in Employment Act, this Letter Agreement immediately shall become voidable, in
the sole discretion of Sizeler. No payments shall be made under the terms of this Letter Agreement until the seven day revocation period described in this paragraph has expired without revocation by you. 
  
 This Letter Agreement may be amended, modified, or supplemented only by a
written instrument executed by the Parties, and shall be binding upon their respective heirs, beneficiaries, and successors and assigns. This Letter Agreement shall be governed by and construed under the laws of the State of Louisiana, exclusive of
any choice of law rules. 
  
 This Letter Agreement may be executed
in counterparts, and each executed counterpart shall be deemed an original document. 






 Sidney W. Lassen 
 November 21, 2005 
 Page 6 
  
 For the above-stated
reasons, the Parties, after carefully reading the provisions of this Letter Agreement declare that they understand this Letter Agreement and willingly accept and agree to the terms stated herein by executing this Letter Agreement. 
  

			
	Sincerely,
	
	Sizeler Property Investors, Inc.
		
	By:	 	 /s/ Thomas A. Masilla, Jr.


	 	 	Thomas A. Masilla, Jr.
	 	 	President & COO


  

	
	AGREED:
	
	 /s/ Sidney W. Lassen


	Sidney W. Lassen
	
	Date: November 21, 2005







 Exhibit 10.1 
  
 SCHEDULE A 
  

						
	 Agreement

	  	Amount Accrued and
Payable*

	  	   Date on which
 Payment is
Due**


	 Nonelective Deferred Compensation Agreement effective January 1, 2005
	  	$	1,278,591.80	  	 November 21, 2005

			
	 Nonelective Deferred Compensation Agreement effective May 6, 1994, as amended by amendment thereto dated August 3,
2000
	  	$	35,915.99	  	 Six months from date of execution of this Letter Agreement




	*	Amounts stated herein reflect current market value as of October 31, 2005. Amounts to be paid shall be adjusted to reflect actual current market value of each accounts on the
date on which payment becomes due. 


	**	Payment shall be made within seven days of the Date on which Payment is Due. 







 Exhibit 10.1 
  
 SCHEDULE B 
  
 1986 Stock Option Plan  
  

																			
	 	 	 	 	 TYPE OF OPTION/
 NUMBER OF SHARES

	 	EXERCISE INFORMATION


	DATE OF GRANT

	 	Expiration
Date

	 	ISO

	 	NQSO

	 	Total

	 	Price

	 	Exercisable
Date(s)

	 	# Shs

	 	# Shs
Exercised

	 	# Shs
Remaining


	5/10/96	 	5/9/06	 	23,188	 	6,812	 	30,000	 	8.6250	 	5/10/97	 	15,000	 	15,000	 	0
	 	 	 	 	 	 	 	 	 	 	 	 	5/10/98	 	15,000	 	8,188	 	6,812
	 	 	 	 	
	 	
	 	
	 	 	 	 	 	
	 	
	 	

	Total 1986 Plan	 	 	 	23,188	 	6,812	 	30,000	 	 	 	 	 	30,000	 	23,188	 	6,812
	 	 	 	 	
	 	
	 	
	 	 	 	 	 	
	 	
	 	


  
 1996 Stock Option Plan 

  

																			
	 	 	 	 	 TYPE OF OPTION/
 NUMBER OF SHARES

	 	EXERCISE INFORMATION


	DATE OF GRANT

	 	Expiration
Date

	 	ISO

	 	NQSO

	 	Total

	 	Price

	 	Exercisable
Date(s)

	 	# Shs

	 	# Shs
Exercised

	 	# Shs
Remaining


	1/30/97	 	1/29/07	 	9,756	 	20,244	 	30,000	 	10.2500	 	1/30/98	 	15,000	 	 	 	15,000
	 	 	 	 	 	 	 	 	 	 	 	 	1/30/99	 	15,000	 	 	 	15,000
										
	2/4/98	 	2/3/08	 	9,091	 	25,909	 	35,000	 	11.0000	 	2/04/99	 	17,500	 	 	 	17,500
	 	 	 	 	 	 	 	 	 	 	 	 	2/04/00	 	17,500	 	 	 	17,500
										
	2/5/99	 	2/4/09	 	11,940	 	18,060	 	30,000	 	8.3750	 	2/05/00	 	15,000	 	 	 	15,000
	 	 	 	 	 	 	 	 	 	 	 	 	2/05/01	 	15,000	 	 	 	15,000
										
	2/3/00	 	2/2/10	 	12,500	 	22,500	 	35,000	 	8.0000	 	2/3/01	 	17,500	 	 	 	17,500
	 	 	 	 	 	 	 	 	 	 	 	 	2/3/02	 	17,500	 	 	 	17,500
										
	2/8/01	 	2/7/11	 	11,806	 	23,194	 	35,000	 	8.4700	 	2/8/02	 	17,500	 	 	 	17,500
	 	 	 	 	 	 	 	 	 	 	 	 	2/8/03	 	17,500	 	 	 	17,500
										
	3/15/02	 	3/14/12	 	10,428	 	24,572	 	35,000	 	9.5900	 	3/15/03	 	17,500	 	 	 	17,500
	 	 	 	 	 	 	 	 	 	 	 	 	3/15/04	 	17,500	 	 	 	17,500
	 	 	 	 	
	 	
	 	
	 	 	 	 	 	
	 	
	 	

	Total 1996 Plan	 	 	 	65,521	 	134,479	 	200,000	 	 	 	 	 	200,000	 	0	 	200,000
	 	 	 	 	
	 	
	 	
	 	 	 	 	 	
	 	
	 	

	Grand Totals	 	 	 	88,709	 	141,291	 	230,000	 	 	 	 	 	230,000	 	23,188	 	206,812