AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“ Agreement ”) is made effective as of April 24, 2009 (“ Effective Date ”) by and between Equity One, Inc, a Maryland corporation (the “ Company ”), and MARK LANGER (“ Executive ”) and amends, restates and supersedes in its entirety that certain Employment Agreement, dated as of January 2, 2008 between the Company and the Executive.

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

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

(a)        Salary .  During the Employment Period, the Company shall pay Executive an annual base salary of not less than $400,000 (“ 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 .  Following each December 31 that occurs during the Employment Period, 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 sixty-five percent (65%) 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; provided, however, that in no event shall the amount of Executive’s Bonus be less than $150,000.  The Company shall pay any Bonus to Executive on or before March 15 ^th of the calendar year following the calendar year to which the Bonus relates.

(i)         On the Effective Date, the Company shall grant to Executive under the equity compensation plans of the Company 50,000 shares of the Company’s restricted stock.  Subject to Section 8 hereof, half of such shares of restricted stock shall vest on the second anniversary of the Effective Date and the remaining shares shall vest on the fourth anniversary of the Effective Date.  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 under the equity compensation plans of the Company options to purchase 100,000 shares of the Company’s common stock.  Subject to Section 8 hereof, half of such options shall vest on the second anniversary of the Effective Date and the remaining options shall vest on the fourth anniversary of the Effective Date.

(iii)       Following each December 31 that occurs during the Employment Period, the Compensation Committee shall review with the Chief Executive Officer the Executive’s performance 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 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 the Executive options to purchase 100,000 shares of the Company common stock.  In addition, if the Employment Period is extended without termination pursuant to Section 2, then following each December 31 that occurs during the Employment Period beginning with December 31, 2013, the Executive shall receive, in addition to the options described above, at least 12,500 shares of restricted stock. Subject to Section 8 hereof, stock options and 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.

(iv)       Any stock options granted to the Executive in accordance with this Agreement shall have an exercise price equal to the 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 and traded on 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.

(v)        In the event that the Company issues to the Executive a Notice of Non-Renewal, all unvested restricted stock and options (granted hereunder or otherwise) shall vest as of the last day of the Employment Period provided that the Executive does not earlier terminate his employment or is not earlier terminated by the Company for Cause.  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.

(d)        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.

(e)        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.

(f)         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.

(g)        Automobile . During the Employment Period, the Company shall provide Executive with an automobile allowance equal to $1,000.00 per month.

(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; or

(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.

(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 (the parties hereby acknowledge that a change in the principal place of employment under Section 4 hereof to a location other than in Miami-Dade, Broward or Palm Beach County, Florida, without the consent of Executive, shall constitute a material breach hereof); or

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

(a)         Notice of Termination .  Any termination of Executive’s employment by the Company or by Executive (whether by resignation or otherwise) pursuant to Section 6 of this Agreement, 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 pursuant to Section 6 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.