FORM RESTRICTED SHARES
AGREEMENT
Developers
Diversified Realty Corporation, an Ohio corporation (the
“Company”), has granted to
(the “Holder”),
(
) of the Company’s Common Shares, $0.10 par value per share
(the “Restricted Shares”). The Restricted Shares have
been granted pursuant to the
(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 Restricted Shares Agreement (the
“Agreement”) (capitalized terms not defined herein are
used as defined in the Plan):
§1.
Vesting . The Restricted Shares will vest in annual 20%
increments with the first
Restricted Shares vesting on
(each such date a “Vesting Date”).
§2.
Purchase Price . The purchase price of the Restricted Shares
is $
.
§3.
Transferability . The Holder may transfer Restricted Shares
prior to vesting, during his or her lifetime (a) to one or
more members of such Holder’s family, (b) to one or more
trusts for the benefit of one or more of such Holder’s
family, or (c) 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
Employee 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 . Subject to the terms of a
Holder’s Individual Agreement, if any, 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 shall
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 shall lapse.
(c)
Termination Without Cause After a Change in Control or 409A
Change in Control . The provisions of Section 12(a) of the Plan
shall be applicable regarding the Restricted Shares only if, within
years following a Change in Control or 409A Change in Control, the
Holder’s employment with the Company or any Subsidiary or
Affiliate is terminated without Cause.
(d) Other
Termination . Unless otherwise determined by the Committee, if
the Holder’s employment with the Company or any Subsidiary or
Affiliate terminates other than in the circumstances described in
paragraphs (a), (b) or (c) of this Section 4, any
Restricted Shares which are unvested or subject to restrictions at
the time of termination will be forfeited upon
termination.
(e) 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.
Dividends . All dividends payable on the Restricted Shares
(whether or not vested) will be payable in the same manner
a
