8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2010

EQUITY ONE, INC.

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-13499	52-1794271
(Commission File Number)	(IRS Employer Identification No.)

1600 NE Miami Gardens Drive
North Miami Beach, Florida	33179
(Address of principal executive offices)	(Zip Code)

(305) 947-1664

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Jeffrey S. Olson

     On August 9, 2010 (the “Execution Date”), Equity One, Inc., a Maryland corporation (“Equity One” or the “Company”), entered into an employment agreement (the “Employment Agreement”) with Jeffrey S. Olson, the Company’s Chief Executive Officer and a director, which will be effective as of January 1, 2011 (the “Effective Date”). Pursuant to the Employment Agreement, Mr. Olson will continue to serve as the Chief Executive Officer of the Company for the term of the Employment Agreement. The initial term of the Employment Agreement ends December 31, 2014 and will automatically renew for successive one-year periods unless either party gives the other written notice at least six months before the expiration of the applicable term of that party’s intent to let the Employment Agreement expire (the “Employment Period”). The Company has also agreed to use reasonable good faith efforts to cause Mr. Olson to be elected as a member of the board of directors of the Company (the “Board”) during the Employment Period, unless Mr. Olson has been removed from the Board for “Cause” (as defined in the Company’s charter) or has not been elected to the Board at a prior annual meeting of shareholders of the Company for the election of members to the Board.

     During the Employment Period, Mr. Olson will receive an annual base salary of not less than $975,000 (the “Base Salary”) and an annual cash bonus (the “Bonus”) determined by the Company’s Compensation Committee (the “Compensation Committee”) based on, among other things, the Company’s achievement of certain performance levels (the “Performance Levels”) established from time to time by the Compensation Committee, which Performance Levels may include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Mr. Olson’s performance and contribution to increasing funds from operations. The amount of the Bonus payable for any calendar year of the Employment Period may not exceed the Base Salary for such calendar year, and it is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Mr. Olson can reasonably be expected to earn a Bonus for such calendar year in an amount equal to 50% of the Base Salary for such calendar year.

     On the Execution Date, the Company granted to Mr. Olson:

• 116,482 shares of the Company’s restricted common stock (the “Non-Contingent Shares”), of which (i) 10,121 shares will vest on the Effective Date; (ii) 53,181 shares will vest on December 31, 2012; and (iii) 53,180 shares will vest on December 31, 2014, in each case if either Mr. Olson is then employed by the Company under the Employment Agreement or such shares otherwise vest pursuant to the terms thereof; and

• 582,412 shares of the Company’s restricted common stock (the “Contingent Shares” and with the Non-Contingent Shares, the “Restricted Shares”), (i) all of which will vest on December 31, 2014 if both (a) Mr. Olson is then employed by the Company under the Employment Agreement and (b) the total shareholder return of the Company for the period commencing on the Effective Date and ending December 31, 2014 (or such shorter time as provided in the Employment Agreement) (1) exceeds the average total shareholder return of a group of peer companies by at least 300 basis points and (2) equals or exceeds 9%; or (ii) one-half of which will vest on December 31, 2014 if both (y) Mr. Olson is then employed by the Company under the Employment Agreement and (z) the total shareholder return of the Company for the period commencing on the Effective Date and ending December 31, 2014 (or such shorter time as provided in the Employment Agreement) (1) exceeds the average total shareholder return of a group of peer companies by at least 150 basis points and (2) equals or exceeds 6%.

2

     Mr. Olson is not entitled to receive on or with respect to any Restricted Shares any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date, or to vote any Restricted Shares prior to the Effective Date, but (notwithstanding that such Restricted Shares have not vested) Mr. Olson will be entitled to receive on or with respect to such Restricted Shares (i) any special or extraordinary dividend or distribution to the Company’s stockholders of record on or after the Execution Date and through the last day of the Employment Period and, if such Restricted Shares have become vested, thereafter and (ii) any regular quarterly cash dividends to the Company’s stockholders of record on or after the Effective Date and through the last day of the Employment Period and, if such Restricted Shares have become vested, thereafter.

     The Employment Agreement provides that Mr. Olson will be entitled to other customary benefits, including those generally available to senior executive officers of the Company.

     If Mr. Olson’s employment is terminated due to death or Disability (as defined in the Employment Agreement), Mr. Olson or his estate will be entitled to a lump-sum payment as soon as practicable following the date of termination equal to (i) his unpaid Base Salary and accrued vacation pay through the date of termination and (ii) his Base Salary through the earlier to occur of the 120^th day following the date of termination or the end of the Employment Period. All unvested stock options granted to Mr. Olson that would have vested during the 90-day period following the date of termination and in any event on or prior to December 31, 2014 will fully vest as of the date of termination and certain portions of each of the Contingent Shares and the Non-Contingent Shares will vest as of the date of termination, as set forth in the Employment Agreement. In addition, medical, dental and life insurance benefits for Mr. Olson (in the case of termination for Disability), his spouse and dependents must be continued by the Company for the 90-day period following the date of termination, or, if earlier, December 31, 2014.

     If Mr. Olson’s employment is terminated (i) by the Company “without Cause,” or (ii) by Mr. Olson for “Good Reason” (as such terms are defined in the Employment Agreement), Mr. Olson will be entitled to, as soon as practicable following the date of termination, (a) his unpaid Base Salary and accrued vacation pay through the date of termination and (b) a lump-sum payment equal to the lesser of (1) his then-current Base Salary for the balance of the Employment Period without giving effect to an earlier termination of the Employment Period or the Employment Agreement or (2) his average annual Bonus, if any, for the three most recently completed calendar years plus two times his then current Base Salary (provided, however, that, if a Change in Control (as defined in the Employment Agreement) shall have occurred within 12 months prior to the date of termination, the amount provided for in this clause (2) will be increased to an amount equal to Mr. Olson’s average annual Bonus, if any, for the three most recently completed calendar years plus two and nine-tenths times his then-current Base Salary). All unvested stock options granted to Mr. Olson that would have vested on or prior to December 31, 2014 and all of the Non-Contingent Shares will fully vest as of the date of termination and a certain portion of the Contingent Shares will vest as of the date of termination, as set forth in the Employment Agreement. In addition, medical, dental and life insurance benefits for Mr. Olson, his spouse and dependents must be continued by the Company for a period of up to three years following the date of termination.

3

     In addition, if Mr. Olson’s employment terminates for any reason after the end of any calendar year for which a Bonus is payable under the Employment Agreement, then Mr. Olson will be entitled to receive that Bonus even if his termination preceded the payment date for such Bonus.

     Mr. Olson has also agreed to refrain from certain activities for one year following specified termination events under the Employment Agreement, including direct competition with the Company and the solicitation of employees of the Company. The Company has also agreed to indemnify Mr. Olson for liabilities resulting from his employment by the Company under the Employment Agreement.

     Simultaneously with the execution of the Employment Agreement, the Company and Mr. Olson entered into a First Amendment to Amended and Restated Employment Agreement and Restricted Stock Agreement, dated as of August 9, 2010 (the “Olson Agreement Amendment”), which amended that certain Amended and Restated Employment Agreement, dated as of September 5, 2006, between the Company and Mr. Olson, and that certain Restricted Stock Agreement, dated as of September 5, 2006, between the Company and Mr. Olson, in order to modify the vesting period for 24,921 shares of the Company’s restricted common stock granted to Mr. Olson in connection with his prior employment agreement.

Chairman Compensation Agreement with Chaim Katzman

     Also on August 9, 2010, the Company entered into a chairman compensation agreement (the “Chairman Compensation Agreement”) with Chaim Katzman, the Company’s Chairman of the Board, which, except as specified therein, is effective as of the Effective Date. Pursuant to the Chairman Compensation Agreement, Mr. Katzman will continue to serve as the Chairman of the Board of the Company for the term of the Chairman Compensation Agreement, subject to his election to the Board and as Chairman thereof. The initial term of the Chairman Compensation Agreement ends December 31, 2014 and will automatically renew for successive one-year periods unless either party gives the other written notice at least 90 days before the expiration of the applicable term of that party’s intent not to renew the Chairman Compensation Agreement (the “Term”). The Company has agreed to use reasonable good faith efforts to cause Mr. Katzman to be elected as a member of the Board during the Term unless Mr. Katzman has been removed from the Board for “Cause” (as defined in the Company’s charter) or has not been elected to the Board at a prior annual meeting of shareholders of the Company for the election of members to the Board.

     During the Term, Mr. Katzman will be eligible to receive an annual bonus in an amount to be determined in the discretion of the Compensation Committee.

4

     On the Execution Date, the Company granted to Mr. Katzman 380,000 shares of the Company’s restricted common stock (the “Katzman Shares”) pursuant to a restricted stock agreement (the “Restricted Stock Agreement”), dated as of August 9, 2010, by and between the Company and Mr. Katzman. Subject to the continued retention of Mr. Katzman under the Chairman Compensation Agreement on the Effective Date and as of each respective “Vesting Date,” the Katzman Shares will vest as follows: (i) 31,250 shares on the Effective Date; (ii) 7,266 shares on the first day of each calendar month beginning February 2011 and ending December 2014; and (iii) 7,248 shares on December 31, 2014. Mr. Katzman is not entitled to receive on or with respect to any Katzman Shares any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date, or to vote any Katzman Shares prior to the Effective Date, but (notwithstanding that such Katzman Shares have not vested) Mr. Katzman will be entitled to receive with respect to such Katzman Shares (i) any special or extraordinary dividend or distribution to the Company’s stockholders of record on or after the Execution Date and through the last day of the Term and, if such Katzman Shares have become vested, thereafter and (ii) any regular quarterly cash dividends to the Company’s stockholders of record on or after the Effective Date and through the last day of the Term and, if such Restricted Shares have become vested, thereafter.

     The Company also granted to Mr. Katzman the right to register any or all securities (including stock options) of the Company held by Mr. Katzman at any time during the Term the Company proposes to register any of its securities under the Securities Act of 1933, as amended.

     If the Chairman Compensation Agreement is terminated due to death or Disability (as defined in the Chairman Compensation Agreement) of Mr. Katzman, all unvested stock options and unvested shares of restricted stock granted to Mr. Katzman prior to the date of termination that would have vested during the 90-day period following his death or Disability will fully vest as of the date of termination. If the Chairman Compensation Agreement is terminated (i) by the Company “without Cause,” or (ii) by Mr. Katzman for “Good Reason” (as such terms are defined in the Chairman Compensation Agreement), all unvested stock options and unvested shares of restricted stock granted to Mr. Katzman prior to the date of termination that would have vested at any time in the 365 days following the date of termination will fully vest as of the date of termination. If the Chairman Compensation Agreement is terminated (i) by the Company “with Cause,” or (ii) by Mr. Katzman other than for “Good Reason” (as such terms are defined in the Chairman Compensation Agreement), all unvested stock options and unvested shares of restricted stock granted to Mr. Katzman prior to the date of termination that would have vested in the calendar month when the date of termination occurs will fully vest as of the date of termination. If the Chairman Compensation Agreement is terminated prior to the Effective Date, none of the Katzman Shares will be or become vested and all such Katzman Shares will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company.

     If the Chairman Compensation Agreement is terminated for any reason, Mr. Katzman will be entitled to receive any bonus or other compensation that has been earned or declared, but not yet paid, as of the date of termination.

5

     Under the Chairman Compensation Agreement, the Company has the right to elect, within 20 days following the date of termination of the Chairman Compensation Agreement, to redeem any shares of restricted stock that will vest specifically as a result of the termination of the Chairman Compensation Agreement for an amount equal to 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.

     Simultaneously with the execution of the Chairman Compensation Agreement, the Company and Mr. Katzman entered into a First Amendment to Chairman Compensation Agreement and Restricted Stock Agreement, dated as of August 9, 2010 (the “Katzman Agreement Amendment”), which amended that certain Chairman Compensation Agreement, dated as of January 1, 2007, between the Company and Mr. Katzman, and that certain Restricted Stock Agreement, dated as of January 1, 2007, between the Company and Mr. Katzman, in order to modify the vesting period for 75,000 shares of the Company’s restricted common stock granted to Mr. Katzman in connection with the prior chairman compensation agreement.

     The Employment Agreement, Olson Agreement Amendment, Chairman Compensation Agreement, Katzman Agreement Amendment and Restricted Stock Agreement were negotiated and approved by the Compensation Committee with the advice and assistance of independent counsel and an independent compensation consultant.

     The foregoing description of the Employment Agreement, Olson Agreement Amendment, Chairman Compensation Agreement, Katzman Agreement Amendment and Restricted Stock Agreement is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreement, Olson Agreement Amendment, Chairman Compensation Agreement, Katzman Agreement Amendment and Restricted Stock Agreement, which are filed as Exhibits 10.1 through 10.5, respectively, to this Current Report on Form 8-K, and each of which is incorporated by reference herein.

6

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

10.1	Employment Agreement, dated as of August 9, 2010 and effective as of January 1, 2011, by and between Equity One, Inc. and Jeffrey S. Olson.
10.2	First Amendment to Amended and Restated Employment Agreement and Restricted Stock Agreement, dated as of August 9, 2010, by and between Equity One, Inc. and Jeffrey S. Olson.
10.3	Chairman Compensation Agreement, dated as of August 9, 2010 and, except as otherwise specifically provided therein, effective as of January 1, 2011, by and between Equity One, Inc. and Chaim Katzman.
10.4	First Amendment to Chairman Compensation Agreement and Restricted Stock Agreement, dated as of August 9, 2010, by and between Equity One, Inc. and Chaim Katzman.
10.5	Restricted Stock Agreement, effective as of August 9, 2010, by and between Equity One, Inc. and Chaim Katzman.

7

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EQUITY ONE, INC.
Date: August 12, 2010	By:	/s/ Arthur L. Gallagher
		Arthur L. Gallagher
		Executive Vice President, General Counsel and Secretary

8

INDEX TO EXHIBITS

Exhibit Number		Description of Exhibit
	10.1	Employment Agreement, dated as of August 9, 2010 and effective as of January 1, 2011, by and between Equity One, Inc. and Jeffrey S. Olson.
	10.2	First Amendment to Amended and Restated Employment Agreement and Restricted Stock Agreement, dated as of August 9, 2010, by and between Equity One, Inc. and Jeffrey S. Olson.
	10.3	Chairman Compensation Agreement, dated as of August 9, 2010 and, except as otherwise specifically provided therein, effective as of January 1, 2011, by and between Equity One, Inc. and Chaim Katzman.
	10.4	First Amendment to Chairman Compensation Agreement and Restricted Stock Agreement, dated as of August 9, 2010, by and between Equity One, Inc. and Chaim Katzman.
	10.5	Restricted Stock Agreement, effective as of August 9, 2010, by and between Equity One, Inc. and Chaim Katzman.

9

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), is dated as of August 9, 2010 (the “Execution Date”) and effective as of January 1, 2011 (the “Effective Date”), by and between Equity One, Inc (the “Company”), a Maryland corporation, and Jeffrey Olson (“Executive”).

RECITALS

The Company believes that Executive’s services will continue to be integral to the success of the Company. The Company wishes to retain the services of Executive and expects that Executive’s contribution to the growth of the Company will be substantial. The Company desires to provide for the employment of Executive on terms that will reinforce and encourage Executive’s attention and dedication to the Company. Executive is willing to commit himself to serve the Company, on the terms and conditions provided below.

Executive is currently employed by the Company pursuant to a certain First Amended And Restated Employment Agreement (as simultaneously herewith being amended, the “2006 Employment Agreement”), effective as of September 5, 2006, which agreement by its terms will, unless extended or renewed, expire on December 31, 2010. Subject to the earlier termination of the 2006 Employment Agreement pursuant to the terms thereof, the Company desires to continue to employ Executive from and after the Effective Date on the terms and conditions set forth in this Agreement, and subject to the earlier termination of the 2006 Employment Agreement pursuant to the terms thereof, Executive desires to be so employed.

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

AGREEMENT

     1. Employment. Subject to the earlier termination of the 2006 Employment Agreement pursuant to the terms thereof, the Company hereby agrees to employ Executive from and after the Effective Date, and subject to the earlier termination of the 2006 Employment Agreement pursuant to the terms thereof, Executive hereby agrees to such employment, on the terms and conditions hereinafter set forth.

     2. Term. The period of employment of Executive by the Company hereunder (the “Employment Period”) shall commence on the Effective Date and shall continue through December 31, 2014 or such earlier date on or as of which this Agreement or Executive’s employment hereunder is terminated in accordance with the terms hereof. Subject to this Agreement or Executive’s employment hereunder being terminated in accordance with the terms hereof prior to December 31, 2014, this Agreement and the Employment Period automatically shall be renewed for successive one-year periods thereafter, unless either party gives the other party prior written notice at least six months before the expiration of the Employment Period of that party’s intent to allow the Employment Period and this Agreement to expire.

     3. Position and Duties.

          (a) Chief Executive Office. From the Effective Date and thereafter during the Employment Period, Executive shall serve as Chief Executive Officer of the Company and shall report solely and directly to the Chairman of the Board and to the Board of Directors of the Company (the “Board”). Executive shall have those powers and duties normally associated with the position of a Chief Executive Officer and such other powers and duties as the Chairman of the Board or the Board properly may prescribe, provided that such other powers and duties are consistent with Executive’s position as Chief Executive Officer. Executive shall devote his full business time, attention and energies to the Company’s affairs as are necessary to fully perform his duties for the Company (other than absences due to illness or vacation).

          (b) Director. During the Employment Period, the Company agrees to nominate Executive as a member of the Board for each successive term and use reasonable good faith effort to cause Executive to be elected as a member of the Board, including, without limitation, recommending Executive to be elected as a member of the Board in the proxy statement distributed to stockholders regarding the election of members of the Board; provided, however, that the Company’s obligations under the foregoing provisions of this Section 3(b) shall no longer apply if Executive has been removed from the Board pursuant to Section 5.8 of the Company’s charter (or under any similar future provision under the Company’s charter) or has not been elected to the Board at a prior annual meeting of shareholders for the election of members to the Board.

     4. Place of Performance. The principal place of employment of Executive shall be at the Company’s corporate offices in New York, New York.

     5. Compensation and Related Matters.

          (a) Salary. During the Employment Period, the Company shall pay Executive an annual base salary of not less than $975,000 (“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. The Board’s compensation committee (the “Compensation Committee”) shall review Executive’s performance at least annually following 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. Subject to the penultimate sentence of this Section 5(b), the amount of Executive’s Bonus shall be determined in the sole and absolute discretion of the Compensation Committee and shall depend on, among other things, the Company’s achievement of certain performance levels established from time to time by the Compensation Committee (such performance levels, as from time to time established by the Compensation Committee, the “Performance Levels”), which may (in the sole and

2

absolute discretion of the Compensation Committee) include, without limitation, growth of earnings, funds from operations per share of Company stock, earnings per share of Company stock and Executive’s performance and contribution to increasing the funds from operations. The amount of the Bonus payable to Executive for any calendar year of the Employment Period shall not exceed the Base Salary of Executive for such calendar year, and it is anticipated that the Performance Levels will be set for each calendar year of the Employment Period so that Executive can reasonably be expected to earn a Bonus for such calendar year in an amount equal to fifty percent (50%) of the Base Salary of Executive for such calendar year. The Company shall pay any Bonus to Executive on or before March 15^th of the calendar year following the calendar year to which such Bonus relates.

          (c) Restricted Stock.

               (i) Effective on the Execution Date, the Company shall grant to Executive, under an equity compensation plan of the Company, one hundred sixteen thousand four hundred and eighty-two (116,482) shares of the Company’s restricted stock. Ten thousand one hundred and twenty-one (10,121) of those shares of the Company’s restricted stock so granted to Executive shall vest on the Effective Date if either Executive is then employed hereunder by the Company or such shares otherwise vest pursuant to the terms of this Agreement; fifty-three thousand one hundred and eighty-one (53,181) of those shares of the Company’s restricted stock so granted to Executive shall vest on December 31, 2012 if either Executive is then employed hereunder by the Company (the shares of the Company’s restricted stock that would so vest if Executive is employed hereunder by the Company on December 31, 2012 are hereinafter referred to as the “First Tranche Shares”) or such shares otherwise vest pursuant to the terms of this Agreement, and the remaining fifty-three thousand one hundred and eighty (53,180) of those shares of the Company’s restricted stock so granted to Executive shall vest on December 31, 2014 if either Executive is then employed hereunder by the Company (the shares of the Company’s restricted stock that would so vest if Executive is employed hereunder by the Company on December 31, 2014 are hereinafter referred to as the “Second Tranche Shares” and the First Tranche Shares and Second Tranche Shares are hereinafter referred to collectively as the “Non-Contingent Shares”) or such shares otherwise vest pursuant to the terms of this Agreement. Executive shall not be entitled to receive on or with respect to any shares of the Company’s restricted stock granted and issued pursuant to this Section 5(c)(i) any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date or to vote any of such shares prior to the Effective Date, but (notwithstanding that such shares of the Company’s restricted stock have not vested) Executive shall be entitled to receive with respect to such shares (a) any special or extraordinary dividend or distribution (including, without limitation, any securities issued or distributed to the Company’s stockholders of record on or after the Execution Date in connection with any stock split, recapitalization, stock exchange, merger, combination or other reorganization or similar transaction) to the Company’s stockholders of record on or after the Execution Date and through the last day of the Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter and (b) any regular quarterly cash dividends to the Company’s stockholders of record on or after the Effective Date and through the last day of the Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter. The grant of shares of the Company’s restricted stock made by the Company pursuant to this Section 5(c)(i) is hereinafter referred to as the “Non-Contingent Grant.”

3

               (ii) Effective on the Execution Date, the Company shall grant to Executive, under an equity compensation plan of the Company, five hundred eighty-two thousand four hundred and twelve (582,412) shares of the Company’s restricted stock. All of such shares of the Company’s restricted stock shall vest on December 31, 2014, if both (A) Executive is then employed hereunder by the Company and (B) the Primary Benchmark (as hereinafter determined) has been achieved for the period from the Effective Date through December 31, 2014; and one-half (¹/2) of such shares of the Company’s restricted stock shall vest on December 31, 2014, if both (Y) Executive is then employed hereunder and (Z) the Secondary Benchmark (as hereinafter determined) has been achieved for the period from the Effective Date through December 31, 2014. Alternatively, some or all of such shares of the Company’s restricted stock may vest as otherwise provided in this Agreement. Executive shall not be entitled to receive on or with respect to any shares of the Company’s restricted stock granted and issued pursuant to this Section 5(c)(ii) any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date or to vote any of such shares prior to the Effective Date, but (notwithstanding that such shares of the Company’s restricted stock have not vested) Executive shall be entitled to receive with respect to such shares (a) any special or extraordinary dividend or distribution (including, without limitation, any securities issued or distributed to the Company’s stockholders of record on or after the Execution Date in connection with any stock split, recapitalization, stock exchange, merger, combination or other reorganization or similar transaction) to the Company’s stockholders of record on or after the Execution Date and through the last day of the Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter and (b) any regular quarterly cash dividends to the Company’s stockholders of record on or after the Effective Date and through the last day of the Employment Period and, if such shares of the Company’s restricted stock have become vested, thereafter. The grant of shares of the Company’s restricted stock made by the Company pursuant to this Section 5(c)(ii) is hereinafter referred to as the “Contingent Grant.”

               (iii) Simultaneously with the execution and delivery of this Agreement and in consideration of the award of shares of the Company’s restricted stock under Section 5(c)(i), Executive is agreeing to amend the terms of his existing award of shares of the Company’s restricted stock in order to extend the vesting of that award in the manner provided in a First Amendment to Amended And Restated Employment Agreement and Restricted Stock Agreement, dated as of August 9, 2010.

               (iv) For purposes of the foregoing and the other provisions of this Agreement, the following terms shall have the following respective meanings:

               “Basket of Comparables” means an investment that is comprised of $10,000 invested in the shares of common stock or other equity interests of each of the Peer Companies (as hereinafter defined) (assuming such investment were made on the Effective Date based upon the Market Value of such shares of common stock or other equity interests as of the Effective Date),

4

               “Company Investment” means an investment that is comprised of $10,000 invested in shares of the Company’s common stock (assuming such investment were made on the Effective Date based upon the Market Value of such shares of common stock as of the Effective Date).

               “Peer Companies” means Federal Realty Investment Trust, Developers Diversified Realty Corp., Kimco Realty Corporation, Weingarten Realty Investors and Regency Centers Corporation (provided, however, that, if prior to the end of any period for which the IRR of a Peer Investment is to be determined, any such entity should merge, cease doing business or otherwise, in the reasonable discretion of the Compensation Committee, no longer represent a peer or comparable company to the Company, the Compensation Committee may remove such entity from the Peer Companies and may (in the reasonable discretion of the Compensation Committee), but shall not be obligated to, substitute for such entity a company that in its reasonable discretion is a peer or comparable company to the Company or to such removed entity).

               “IRR of a Company Investment” means, for any specified period, the annual internal rate of return, on a compounded basis, of an investment in a Company Investment during such specified period, inclusive of any dividends (if any) declared and paid during such specified period on shares of the Company’s common stock comprising such Company Investment and with the value of the shares of common stock comprising such Company Investment as of the end of such specified period being determined on the basis of the Market Value thereof as of the last day of such specified period.

               “IRR of a Peer Investment” means, for any specified period, the annual internal rate of return, on a compounded basis, of an investment in the Basket of Comparables during the such specified period, inclusive of any dividends (if any) declared and paid during such specified period on shares of common stock or other equity interests comprising the Basket of Comparables and with the value of the shares of common stock or other equity interests comprising the Basket of Comparables as of the end of such specified period being determined on the basis of the Market Value thereof as of the last day of such specified period.

               “Market Value” of a share of common stock or any other equity interest as of any date means the average closing price of such share of common stock or other equity interest on the principal stock exchange on which such share of common stock or other equity interest is listed and traded during the ten (10) trading days immediately preceding such date.

               “Primary Benchmark” shall be deemed to have been achieved for any specified period if both (I) the IRR of a Company Investment for such specified period equals or exceeds nine percent (9%) and (II) the IRR of a Company Investment for such specified period is at least 300 basis points in excess of the IRR of a Peer Investment (as hereinafter defined) for such specified period.

5

               “Secondary Benchmark” shall be deemed to have been achieved for any specified period if both (I) the IRR of a Company Investment for such specified period equals or exceeds six percent (6%) and (II) the IRR of a Company Investment for such specified period is at least 150 basis points in excess of the IRR of a Peer Investment for such specified period.

          (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. Any frequent flyer miles or points and similar benefits provided by hotels, credit card companies and others received by Executive in connection with his business travel shall be retained by Executive for his personal use. The Company shall provide Executive with credit cards for the payment of business expenses issued either in the name of the Company with Executive as authorized user or in the name of Executive for the account of the Company, and balances thereon (to the extent they include charges for business expenses for which Executive is entitled to reimbursement under the first sentence of this Section 5(d)) shall be payable by the Company. Executive shall maintain detailed records of such expenses in such form as the Company may reasonably request and shall provide such records to the Company no less frequently than monthly.

          (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 and subject to their qualifying therefor) 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 generally provided for 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 generally maintained from time to time by the Company on terms no less favorable than generally provided for its senior executives. For purposes of clarification and removal of doubt, Chaim Katzman shall not be deemed to be a senior executive of the Company.

          (g) Automobile. The Company shall provide, at its cost, Executive with a suitable automobile for his business use, including all related maintenance, repairs, insurance and other costs. Such automobile may also be used by Executive (and any one authorized by Executive, including family members) for personal use at no cost to Executive (except as may be required pursuant to Internal Revenue Service rules).

6

          (h) Home Office. The Company shall provide, at its cost, Executive with cellular telephones and, at Executive’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 home office equipment and services are necessary for Executive to perform his duties hereunder. The Company recognizes and agrees that Executive (and any one authorized by Executive, including family members) shall be permitted to use the cellular telephones and home office equipment and services for personal use at no cost to Executive.

          (k) No Hedging. In consideration for his entitlement to receive incentive compensation as provided herein in the form of options and/or shares of the Company’s restricted stock, Executive agrees that neither he nor any of his designees shall be permitted to (I) purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities that (a) have been granted to Executive by the Company as part of the compensation of Executive or (b) are held, directly or indirectly, by Executive or (II) engage in any Disclosable Activity. As used herein, “Disclosable Activity” means, as of any time, any conduct or activity (exclusive, however, of the purchase or other acquisition of any of the Company’s securities or the sale or other disposition of any of the Company’s securities) with respect to which the Company at or as of such time would be required, pursuant to the Securities Exchange Act of 1933, as amended, the Securities and Exchange Act of 1934, as amended, or any rule or regulation adopted or promulgated under either such Act, to make disclosure if Executive (or any designee of Executive) were to engage in such conduct or activity or if Executive (or any designee of Executive) were permitted to engage in such conduct or activity.

     6. Termination. Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

          (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 unless made for any of the reasons specified in Section 6(d), and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

7

          (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 (as defined below).

For purposes of this Section 6(d), no act, or failure to act, by Executive shall be considered “willful” unless committed in bad faith or 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 as any entity in control of, controlled by or under common control with the Company or in which the Company owns a material amount of common or preferred stock or interest or any entity in control of, controlled by or under common control with such entity in which the Company owns any common or preferred stock or interest.

Cause shall not exist under paragraph (i) or (iii) above unless and until the Company has delivered to Executive a copy of a resolution duly adopted by a majority of the Board (excluding Executive and any other officer or employee of the Company for purposes of determining such majority) at a meeting of the Board called and held for such purpose, finding that, in the good faith opinion of the Board, Executive was guilty of the conduct set forth in paragraph (i) or (iii) above and specifying the particulars thereof in reasonable detail. However, in the case of conduct described in paragraph (i) above, Cause will not be considered to exist unless (a) Executive is given notice of such breach and (b) if such breach can reasonably be cured within thirty (30) days, such breach has, within thirty (30) days after the date of such notice, been cured to the satisfaction of the Board or, if such breach cannot reasonably be cured within such 30-day period, Executive has promptly commenced to cure such breach, has thereafter diligently taken all appropriate steps to cure such breach as quickly are reasonably practical and has cured such breach within sixty (60) days after the date of such notice, all to the satisfaction of the Board. 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) Change in Control. For purposes of this Agreement, a “Change in Control” means:

8

               (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, (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, as amended) 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, as amended, 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, as amended) 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 For Good Reason. Executive shall have the right to resign his employment hereunder by providing the Company with a Notice of Termination, as provided in Section 7. Any termination pursuant to this Section 6(f) shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

9

          (g) Resignation For Good Reason. Executive shall have the right to resign his employment hereunder for Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” to resign his employment hereunder 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;

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

               (iii) the failure of the Board to nominate him, and recommend his election to the Company’s stockholders, to the Board, unless Executive has been removed from the Board pursuant to Section 5.8 of the Company’s charter (or under any similar future provision under the Company’s charter) or has not been elected to the Board at a prior annual meeting of shareholders for the election of members to the Board.

     7. Termination Procedure.

          (a) Notice of Termination. Any termination of Executive’s employment by the Company or by Executive (whether by resignation or otherwise) during the Employment Period, 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. Any Notice of Termination given by Executive shall be deemed a resignation by Executive as an officer and employee of the Company and as a member of the Board; provided, however, that the Board may, in its sole and absolute discretion, waive such resignation.

          (b) Date of Termination. The effective date of any termination 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 of Termination) set forth in such Notice of Termination.

10

     8. Compensation Upon Termination or During Disability. If Executive experiences a Disability or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below; provided, however, as a specific condition to being entitled to any payments or benefits under this Section 8, Executive must have resigned as a director, trustee, officer and employee of the Company and all of its subsidiaries and as a member of any committee of the board of directors of the Company and its subsidiaries of which he is a member and must have executed and delivered to the Company a release of both the Company and its Affiliates in the form attached hereto as Exhibit A. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment during the Employment Period, which the parties hereto have agreed to as being reasonable, and Executive acknowledges and agrees that he shall have no other remedies in connection with or as a result of any such termination and, except as expressly set forth in this Agreement, shall not be entitled to any other payments or benefits on account of or with respect to any such termination. Notwithstanding anything contained herein to the contrary, Executive’s right to receive any termination payments hereunder and to receive any other benefit or consideration upon the termination of this Agreement or his employment hereunder (including, without limitation, the vesting of any unvested stock options or unvested restricted stock granted to Executive), and the Company’s obligation to make such termination payments or to provide any such other benefit or consideration, is subject to the lapse (without revocation) of any revocation period provided for in the release referred to above.

          (a) Disability; Death. During any period that Executive fails to perform his duties hereunder as a result of a Disability, Executive shall continue to receive his full Base Salary set forth in Section 5(a) and his full Bonus as set forth in Section 5(b) until his employment is terminated pursuant to Section 6(b). In addition, if on or after the Effective Date Executive’s employment is terminated for Disability pursuant to Section 6(b) or due to Executive’s death pursuant to Section 6(a), then the following shall apply.

               (i) The Company shall pay to Executive 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 unpaid Base Salary and accrued vacation pay through the Date of Termination and (B) continued Base Salary through the earlier to occur of the one hundred and twentieth (120^th) day following the Termination Date or December 31, 2014.

               (ii) All unvested stock options granted to Executive prior to the Date of Termination that would have vested during the 90-day period following the Termination Date and in any event on or prior to December 31, 2014 shall fully vest as of the Date of Termination.

               (iii) If the Termination Date is on or prior to December 31, 2012, the First Tranche Fraction (as hereinafter defined) of the First Tranche Shares and the Second Tranche Fraction (as hereinafter defined) of the Second Tranche Shares shall vest as of the Date of Termination. If the Termination Date is after December 31, 2012, the Second Tranche Fraction of the Second Tranche Shares shall vest as of the Date of Termination. As used in this Section 8(a), “First Tranche Fraction” means a fraction (which shall not be greater than one (1)), the numerator of which is the number of days that have elapsed from the Effective Date through the Date of Termination and the denominator of which it seven hundred and thirty (730) and “Second Tranche Fraction” means a fraction (which shall not be greater than one (1)), the numerator of which is the number of days that have elapsed from the Effective Date through the Date of Termination and the denominator of which it one thousand four hundred and sixty-one (1,461).

11

               (iv) A portion, equal to the product of the Applicable Contingent Fraction (as hereinafter defined) times the Benchmark Fraction (as hereinafter defined), of any shares of the Company’s restricted stock that have been granted to Executive pursuant to the Contingent Grant and that are unvested as of the Date of Termination shall vest as of the Date of Termination. As used in this Section 8(a),

“Applicable Contingent Fraction” means, with respect to any shares of the Company’s restricted stock that have been granted to Executive pursuant to the Contingent Grant, a fraction (which shall not be greater than one (1)), the numerator of which is the number of days that have elapsed from the Effective Date through the Date of Termination and the denominator of which it one thousand four hundred and sixty-one (1,461), and

“Benchmark Fraction” means: (i) if the Primary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, one (1); (ii) if the Secondary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, one-half (¹/2); or (iii) if neither the Primary Benchmark nor the Secondary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, zero (0).

               (v) All other unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the 2006 Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of the shares of the Company’s restricted stock that are granted and issued under this Agreement as part of the Non-Contingent Grant or the Contingent Grant will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company).

               (vi) During the 90-day period following the Date of Termination or, if earlier, through December 31, 2014, the Company shall maintain in full force and effect, for the continued benefit of Executive (if employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) the medical, hospitalization, dental and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents (subject to their qualifying therefor) cannot continue to participate in the Company programs providing such benefits, the Company shall (subject to the next following sentence) arrange to provide Executive (if employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs. The Company shall not be obligated to pay or incur in excess of $30,000 per annum (pro rated for any period less that a year) in so arranging to provide Executive (if employment is terminated for Disability) and Executive’s spouse and dependents (subject to their qualifying therefor) with the economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs.

12

               (vii) The Company shall reimburse Executive or his estate, as the case may be, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination.

               (viii) Executive or his estate or named beneficiaries shall be entitled to such other rights, compensation and/or benefits as may be due to Executive or his estate or named beneficiaries in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) through (vii), the provisions of such clauses shall supersede and govern).

          (b) Termination By Company Without Cause, Termination by Executive for Good Reason. If Executive’s employment is terminated by the Company without Cause or Executive terminates his employment with the Company for Good Reason, then the following shall apply.

               (i) The Company shall pay to Executive his unpaid Base Salary and accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination.

               (ii) The Company shall pay to Executive as soon as practicable following the Date of Termination a lump-sum payment equal to the lesser of (A) an amount equal to Executive’s then current Base Salary for the balance of the Employment Period without giving effect to an earlier termination of the Employment Period or this Agreement based on the termination of Executive’s employment or (B) an amount equal to Executive’s average annual Bonus, if any, for the three most recently completed calendar years plus two (2) times Executive’s then current Base Salary (provided, however, that, if a Change in Control shall have occurred within twelve (12) months prior to the Date of Termination, the amount provided for in this clause (B) shall be increased to an amount equal to Executive’s average annual Bonus, if any, for the three most recently completed calendar years plus two and nine-tenths (2.9) times Executive’s then current Base Salary).

               (iii) All unvested stock options granted to Executive prior to the Date of Termination that would have vested on or prior to December 31, 2014 shall fully vest as of the Date of Termination.

               (iv) All of the Non-Contingent Shares (to the extent they have not previously vested) shall vest as of the Date of Termination.

13

               (v) A portion, equal to the product of the Applicable Contingent Fraction (as hereinafter defined) times the Benchmark Fraction (as hereinafter defined), of any shares of the Company’s restricted stock that have been granted to Executive pursuant to the Contingent Grant and that are unvested as of the Date of Termination shall vest as of the Date of Termination. As used in this Section 8(b),

“Applicable Contingent Fraction” means, with respect to any shares of the Company’s restricted stock that have been granted to Executive pursuant to the Contingent Grant, a fraction (which shall not be greater than one (1)), the numerator of which is the number of days that have elapsed from the Effective Date through the end of the Continuation Period (as hereinafter defined) and the denominator of which is one thousand four hundred and sixty-one (1,461), and

“Benchmark Fraction” means: (i) if the Primary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, one (1); (ii) if the Secondary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, one-half (¹/2); or (iii) if neither the Primary Benchmark nor the Secondary Benchmark has been achieved for the period from the Effective Date through the Date of Termination, zero (0).

               (vi) All other unvested stock options and unvested shares of the Company’s restricted stock granted to Executive prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the 2006 Employment Agreement is terminated pursuant to the terms thereof prior to the Effective Date, none of shares of the Company’s restricted stock that are granted and issued, or would be granted and issued, under this Agreement will be or become vested and all of such shares of the Company’s restricted stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company).

               (vii) During the Continuation Period the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents (subject to their qualifying therefor) the medical, hospitalization, dental and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents (subject to their qualifying therefor) cannot continue to participate in the Company programs providing such benefits, the Company shall (subject to the next following sentence) arrange to provide Executive, his spouse and his dependents (subject to their qualifying therefor) with the economic equivalent of such benefits that they otherwise would have been entitled to receive under such plans and programs. The Company shall not be obligated to pay or incur in excess of $30,000 per annum (pro rated for any period less that a year) in so arranging to provide Executive, his spouse and his dependents with the economic equivalent of such benefits that they otherwise would have been entitled (subject to their qualifying therefor) to receive under such plans and programs.

14

               (viii) The Company shall reimburse Executive, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination.

               (ix) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) through (viii), the provisions of such clauses shall supersede and govern).

For the purposes of this Section 8(b), “Continuation Period” means the period beginning on the Date of Termination and ending on the second (2^nd) anniversary of the Date of Termination or, if earlier, December 31, 2014; provided, however, that, if a Change in Control shall have occurred within twelve (12) months prior to the Date of Termination, the “Continuation Period” means the period beginning on the Date of Termination and ending on the third (3^rd) anniversary of the Date of Termination or, if earlier, December 31, 2014.

          (c) Termination by the Company for Cause or By Executive Other Than For Good Reason. If Executive’s employment is terminated by the Company for Cause or on account of Executive’s resignation other than for Good Reason, then the following shall apply:

               (i) The Company shall pay Executive his unpaid Base Salary and, to the extent required by law or the Company’s vacation policy, his accrued vacation pay through the Date of Termination, as soon as practicable following the Date of Termination.

               (ii) The Company shall reimburse Executive, pursuant to Section 5(d), for reasonable expenses incurred by Executive, but not reimbursed, prior to the Date of Termination, unless such termination resulted from a misappropriation of Company funds.

               (iii) Executive shall be entitled to such other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any other agreements, plans or programs of the Company (provided, however, that, to the extent that any such agreement, plan or program makes provision with respect to any of the matters referred to in the foregoing clauses (i) and (ii) and clause (iv) below, the provisions of such clauses shall supersede and govern).

               (iv) All unvested stock options and unvested shares of the Company’s restricted stock granted to Executive will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company.

15

Notwithstanding anything to the contrary contained in this Section 8 or elsewhere in this Agreement, to the extent the Company has any obligation hereunder to maintain, for the continued benefit of Executive, his spouse and/or his dependents, any medical, hospitalization, dental and/or life insurance programs or to arrange to provide Executive, his spouse and/or his dependents with the economic equivalent of such benefits, such obligation shall (except to the extent prohibited under applicable law) immediately cease and terminate with respect to any such programs or benefits that are provided or available to Executive, his spouse and/or his dependents; and Executive (or, in the event of his death, his estate or legal representative) shall forthwith advise the Company in writing as soon as any such programs or benefits are provided or available to Executive, his spouse and/or his dependents.

          (d) Bonus. If the termination of Executive’s employment hereunder occurs after the end of any calendar year of the Company for which a Bonus is payable to Executive pursuant to Section 5(b) above and Executive’s termination occurs prior to the date such Bonus is paid for such calendar year, Executive (or his estate, as the case may be) shall be entitled to payment of such Bonus that is earned for such calendar year without regard to whether Executive’s termination of employment precedes the date such Bonus is payable pursuant to the terms of this Agreement.

          (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 Executive after termination of employment, is subject to Section 409A of the Internal Revenue Code of 1986 (“Code”), as amended, and that Executive is a “specified employee,” as defined in Code Section 409A, upon termination of Executive’s employment for any reason other than death (whether by resignation or otherwise), no amount may be paid to Executive earlier than six months after the date of termination of Executive’s employment if such payment would violate the provisions of Code Section 409A and the regulations issued thereunder, 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 the termination of Executive’s employment, together with interest at the rate of five percent (5%) per annum beginning with the date one day after the Date of Termination until the date of payment.

          (f) Expiration of This Agreement. For the avoidance of doubt, the parties confirm that, upon the expiration of the Employment Period, the non-renewal of this Agreement or the termination of Executive’s employment hereunder for any reason or for no reason shall not be considered a termination by Company without Cause or termination by Executive for Good Reason, and Executive shall not be entitled to any termination payments as a consequence thereof.

     9. Repayment By Executive. Executive acknowledges and agrees that the bonuses and other incentive-based or equity-based compensation received by him from the Company, and any profits realized from the sale of securities of the Company, are subject to the forfeiture and clawback 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 or clawback is required pursuant to the Sarbanes-Oxley Act of 2002 or other applicable law, rule or regulation, then within thirty (30) days after notice thereof from the Company, Executive shall pay to the Company the amount required to be repaid or forfeited.

16

     10. Confidential Information; Ownership of Documents and Other Property.

          (a) Confidential Information. Without the prior written consent of the Company, except as may be required by law, Executive will not, at any time, either during or after his employment by the Company, directly or indirectly divulge or disclose to any person, entity, firm or association, including, without limitation, any future employer, or use for his own or others’ benefit or gain, any financial information, prospects, customers, tenants, suppliers, clients, sources of leads, methods of doing business, intellectual property, plans, products, data, results of tests or any other trade secrets or confidential materials or like information of the Company, including (but not by way of limitation) any and all information and instructions, technical or otherwise, prepared or issued for the use of the Company (collectively, the “Confidential Information”), it being the intent of the Company, with which intent Executive hereby agrees, to restrict him from dissemination or using any like information that is not readily available to the general public.

          (b) Information is Property of Company. All books, records, accounts, tenant, customer, client and other lists, tenant, customer and client street and e-mail addresses and information (whether in written form or stored in any computer medium) relating in any manner to the business, operations or prospects of the Company, whether prepared by Executive or otherwise coming into Executive’s possession, shall be the exclusive property of the Company and shall be returned immediately to the Company upon the expiration or termination of Executive’s employment or at the Company’s request at any time. Upon the expiration or termination of his employment, Executive will immediately deliver to the Company all lists, books, records, schedules, data and other information (including all copies) of every kind relating to or connected with the Company and its activities, business and customers.

     11. Restrictive Covenant; Notice of Activities.

          (a) Restricted Activities. During the Employment Period and for a period of one (1) year after the expiration or termination of Executive’s employment, whether by resignation or otherwise, (except if Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason or results from the non-renewal of this Agreement or failure of a Successor Employer to assume and be bound by this Agreement) Executive shall not, without the prior written consent of the Board, directly or indirectly, (i) enter into the employment of, render any services to, invest in, lend money to, engage, manage, operate, own or otherwise offer other assistance to, or participate in, as an officer, director, manager, employee, principal, proprietor, representative, stockholder, member, partner, associate, consultant or otherwise, any person or entity that competes, plans to compete or is considering competing with the Company in any business of the Company existing or proposed at the time Executive shall cease to perform services hereunder (a “Competing Entity”) in any state or with respect to any region of the United States, in either case in which the Company conducts material operations (defined as accounting for 10% or more of the Company’s revenue), or owns assets the value of which totals 10% or more of the total value of the Company’s assets, at any time during the term of this Agreement (collectively, the “Territory”); (ii) interfere with or disrupt or diminish or attempt to disrupt or diminish, or take any action that could reasonably be expected to disrupt or diminish, any past or present or prospective relationship, contractual or

17

otherwise, between the Company and any tenant, customer, supplier, sales representative, consultant or employee of the Company; (iii) directly or indirectly solicit for employment or attempt to employ, or assist any other person or entity in employing or soliciting for employment, either on a full-time or part-time or consulting basis, any employee (whether salaried or otherwise, union or non-union) of the Company who within one year of the time Executive ceased to perform services hereunder had been employed by the Company, or (iv) communicate with, solicit, accept business or enter into any business relationship with any person or entity who was a tenant or customer of the Company or any present or future tenant or customer of the Company (including, without limitation, tenants or customers previously or in the future generated or produced by Executive), in any manner that interferes with or disrupts or diminishes or might interfere with or might disrupt or diminish such tenant’s or customer’s relationship with the Company, or in an effort to obtain such tenant or customer as a tenant or customer of any person in the Territory. Notwithstanding the foregoing, Executive shall be permitted to own up to a five percent (5%) equity interest in a publicly traded Competing Entity.

          (b) Notice and Procedure. Executive shall, prior to accepting any employment or engagement with any person or entity, inform such person or entity in writing of his noncompetition obligations under this Agreement. Executive shall also inform the Company in writing of such prospective employment or engagement prior to accepting such employment or engagement. If the Company or the Executive has any concerns that any of Executive’s proposed or actual post-employment activities may be restricted by, or otherwise in violation of, this Section 11, such party shall notify the other party of such concerns and, prior to the Company commencing any action to enforce its rights under this Section 11 or Executive seeking a declaratory judgment with respect to his obligations under this Section 11, the Company and Executive shall meet and confer to discuss the prospective employment or engagement and shall provide the other party with an opportunity to explain why such prospective employment or engagement either does or does not violate this Section 11; provided, however, that Company’s obligations to give notice under this clause and to meet with Executive before commencing any action shall not apply if Executive has not provided notice before engaging in activities that Company reasonably believes violate this Section 11. Any such meeting shall occur within three business days of notice and may be held in person or by telephonic, video conferencing or similar electronic means.

     12. Violations of Covenants.

          (a) Injunctive Relief. Executive agrees and acknowledges (i) that the services to be rendered by him hereunder are of a special and original character that gives them unique value, (ii) that the provisions of Sections 10 and 11 are, in view of the nature of the business of the Company, reasonable and necessary to protect the legitimate interests of the Company, (iii) that his violation of any of the covenants or agreements contained in this Agreement would cause irreparable injury to the Company, (iv) that the remedy at law for any violation or threatened violation thereof would be inadequate, and (v) that the Company shall be entitled to temporary and permanent injunctive or other equitable relief as it may deem appropriate without the accounting of all earnings, profits and other benefits arising from any such violation, which rights shall be cumulative and in addition to any other rights or remedies available to the Company. Executive hereby agrees that, in the event of any such violation, the Company shall be entitled to commence an action, suit or proceeding in any court of appropriate jurisdiction for any such preliminary and permanent injunctive relief and other equitable relief and shall not be required, as a condition to seeking or obtaining any such relief, to provide any bond or other surety, which Executive hereby expressly waives.

18

          (b) Enforcement. The Company and Executive recognize that the laws and public policies of the various states of the United States and the District of Columbia may differ as to the validity and enforceability of certain of the provisions contained herein. Accordingly, if any provision of this Agreement shall be deemed to be invalid or unenforceable, as may be determined by a court of competent jurisdiction, this Agreement shall be deemed to delete or modify, as necessary, the offending provision and to alter the balance of this Agreement in order to render the same valid and enforceable to the fullest extent permissible as aforesaid.

     13.  Insurance.

          (a) Key Man Life Insurance. Executive agrees to facilitate the Company to purchase and maintain “Key Man Insurance” in an amount desired by the Company for the benefit of the Company and to reasonably cooperate with the Company and its designated insurance agent to facilitate the purchase and maintenance of such insurance.

          (b)  Life Insurance Policy for Executive. The Company shall provide Executive with a life insurance policy at the Company’s annual premium cost of $30,000 pursuant to which Executive shall designate the beneficiary(ies) thereunder, other than the Company.

     14. Successors; Binding Agreement.

          (a) Company’s Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company will require a Successor Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

          (b) Executive’s Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution. Upon Executive’s death, this Agreement and all rights of Executive hereunder shall inure to the benefit of and be enforceable by, and shall be binding upon and enforceable against, Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the extent any such person succeeds to Executive’s interests under this Agreement. Executive shall be entitled to select and change a beneficiary or beneficiaries to receive any benefit or compensation payable hereunder following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of his incompetence, references in this Agreement to Executive shall be deemed, where appropriate, to refer to his beneficiary(ies), estate or other legal representative(s). If Executive 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 Executive or otherwise to his legal representatives or estate.

19

     15. 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
	North Miami Beach, Florida 33179
	Attention: General Counsel
	With copies to:
	The Chair of the Compensation Committee
	and to
	Herbert F. Kozlov, Esq.
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022
To Executive:	Mr. Jeffrey Olson
	Equity One, Inc.
	1600 NE Miami Gardens Drive
	North Miami Beach, Florida 33179
With a Copy to:	Christopher J. Sues, Esq.
	Pryor Cashman LLP
	7 Times Square
	New York, New York 10036-6569

or to such other address as either party may have furnished to the other 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.

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

20

     17. Miscellaneous and Waiver of Jury Trial. No provisions of this Agreement may be amended, modified or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company or such waiver is set forth in writing and signed by the party to be charged therewith. 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. Except as herein otherwise provided, the respective rights and obligations of the parties hereunder of this Agreement shall survive the expiration or termination of Executive’s employment (whether by resignation or otherwise) and the expiration or 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. Each party unconditionally and irrevocably agrees that the exclusive forum and venue for any action, suit or proceeding shall be in Miami-Dade County, Florida, and consents to submit to the exclusive jurisdiction, including, without limitation, personal jurisdiction, and forum and venue of the Circuit Courts of the State of Florida or the United States District Court for the Southern District of Florida, in each case, located in Miami-Dade County, Florida. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT OR ANY DISPUTE HEREUNDER OR RELATING HERETO.

     18. 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. In the event that any provision or provisions contained in this Agreement shall be deemed illegal or unenforceable, the remaining provisions contained in this Agreement shall remain in full force and effect, and this Agreement shall be interpreted as if such illegal or unenforceable provision or provisions were not contained in this Agreement, subject, however, to Section 12(b), which to the extent applicable shall supersede and govern.

     19. Counterparts. This Agreement may be executed in two 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.

     20. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, director, employee or representative of either party hereto in respect of such subject matter. For purposes of clarification and avoidance of any doubt, (a) notwithstanding anything contained herein to the contrary unless otherwise specifically provided herein, the terms and conditions of the Executive’s employment by the Company and termination (including payments upon termination) through December 31, 2010 and prior to the Effective Date are and shall continue to be governed by the terms and conditions set forth in the 2006 Employment Agreement, but thereafter the terms and conditions of Executive’s employment by the Company and termination (including payments upon termination) shall be governed by the terms and conditions of this Agreement, which terms and conditions shall, from and after the Effective Date, supersede and control and (b) notwithstanding anything contained herein to the contrary, if the 2006 Employment Agreement is terminated prior to the Effective Date in accordance with the terms thereof, (i) Executive’s entitlement to any payment on account of or with respect to such termination shall be governed solely by the terms of the 2006 Employment Agreement and (ii) the Company shall have no obligations or liabilities to the Chairman under or pursuant to this Agreement.

21

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

     22. Insurance; Indemnity. Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, and errors and omissions coverage, to the extent such coverage is generally provided by the Company to its directors and officers and to the fullest extent permitted by such insurance policies. Nothing herein is or shall be deemed to be a representation by the Company that it provides, or a promise by the Company to obtain, maintain or continue, any liability insurance coverage whatsoever for its executives. In addition, the Company shall enter into its standard indemnity agreement by which Company commits to indemnify a Company officer in connection with claims, suits or proceedings arising as a result of Executive’ service to the Company.

     23. 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.

[Remainder of this Page Intentionally left Blank]

22

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

EQUITY ONE, INC.
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

/s/ Jeffrey Olson  

JEFFREY OLSON 

23

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AND
RESTRICTED STOCK AGREEMENT

     This FIRST AMENDMENT to AMENDED AND RESTATED EMPLOYMENT AGREEMENT and RESTRICTED STOCK AGREEMENT (this “Amendment”), dated as of August 9, 2010, by and between Equity One, Inc., a Maryland corporation (the “Company”), and Jeffrey S. Olson (the “Executive”).

W H E R E A S:

     A. The Company and the Executive are the parties to that certain Amended and Restated Employment Agreement and that certain Restricted Stock Agreement, each dated as of September 5, 2006 (such agreements being collectively referred to herein as the “Old Agreements”), each providing for, among other things, an award (the “Award”) of 97,166 shares of restricted stock as long-term compensation to the Executive.

     B. On the date hereof, the Company and the Executive are entering into a new Employment Agreement (the “New Agreement”), which shall be effective as of January 1, 2011.

     C. In consideration of the execution of the New Agreement, the parties desire to amend the vesting period of the Award as more particularly set forth herein.

     NOW, THEREFORE, in consideration of the execution and delivery of the New Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Amendments. The vesting schedule of the Award as provided in Section 5(c)(i) of the old Amended and Restated Employment Agreement and Section 2(a) of the old Restricted Stock Agreement is hereby amended as follows:

Number of Shares	Vesting Date
24,242	December 31, 2007
24,292	December 31, 2008
24,291	December 31, 2009
14,170	August 9, 2010
5,061	December 31, 2012
5,060	December 31, 2014

     2. Effective Date. This Amendment shall be effective upon its execution by the Company and the Executive.

     3. Counterparts. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

     4. No Other Modification. Except as otherwise expressly modified by the terms and provisions of this Amendment, each of the Old Agreements shall remain in full force and effect and is hereby in all respects confirmed and ratified by the parties hereto.

     5. References to Agreement. From and after the effective date hereof, each reference in either Old Agreement to “this Agreement,” “hereto,” “hereunder” or words of like import, and all references to either Old Agreement in any and all other agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean such Old Agreement as modified and amended by this Amendment.

[Signatures to follow]

2

     IN WITNESS WHEREOF, the Executive and the Company have executed this First Amendment to Amended and Restated Employment Agreement and Restricted Stock Agreement as of the date first written above.

THE COMPANY: EQUITY ONE, INC., a Maryland corporation
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

EXECUTIVE:
 

/s/ Jeffrey S. Olson  

Jeffrey S. Olson 

3

EX-10.3

Exhibit 10.3

CHAIRMAN COMPENSATION AGREEMENT

     This CHAIRMAN COMPENSATION AGREEMENT (“Agreement”), dated as of August 9, 2010 and, except as otherwise specifically provided herein, effective as of January 1, 2011 (the “Effective Date”), by and between Equity One, Inc., a Maryland corporation (the “Company”), and Chaim Katzman (the “Chairman”).

RECITALS

     The Chairman is the founder of the Company, acted as the Chief Executive Officer of the Company since its inception through March 31, 2007 and has acted as Chairman of the Company since its inception.

     The Chairman was employed by the Company pursuant to an employment agreement made effective as of January 1, 2002 and as amended effective September 1, 2003, which superseded an earlier employment agreement effective as of January 1, 1996, and has been subsequently retained, and is currently retained, by the Company pursuant to a Chairman Compensation Agreement (as amended, the “Prior Chairman Compensation Agreement”), effective as of January 1, 2007, by and between the Company and the Chairman, and as amended by a First Amendment to Chairman Compensation Agreement and Restricted Stock Agreement, dated as of August 9, 2010 (the “First Amendment”).

     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 beyond the term of the Prior Chairman Compensation Agreement and that the Chairman’s continuing 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 beyond the term of the Prior Chairman Compensation Agreement 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 continue to retain the Chairman as of and after the Effective Date, on the terms and conditions set forth in this Agreement, and the Chairman desires to be so involved with the Company.

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

AGREEMENT

1.	Arrangement. Subject to the earlier termination of the Prior Chairman Compensation Agreement in accordance with the terms thereof, the Company hereby agrees to continue to retain the services of the Chairman beyond the term of the Prior Chairman Compensation Agreement and the Chairman hereby agrees to be involved with the Company on the terms and conditions hereinafter set forth. The terms and conditions of the Chairman’s retention by the Company through December 31, 2010 are and shall continue to be governed by the terms and conditions set forth in the Prior Chairman Compensation Agreement, but thereafter (unless the Prior Chairman Compensation Agreement is terminated on or prior to December 31, 2010 in accordance with the terms thereof (other than as a result or consequence of the expiration of the term thereof) the terms and conditions of the Chairman’s retention by the Company shall be governed by the terms and conditions of this Agreement, which terms and conditions shall, from and after the Effective Date, supersede and control.
2.	Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and (subject to its earlier termination in accordance with the terms hereof) shall continue through December 31, 2014. Unless earlier terminated in accordance with the terms hereof, this Agreement and the Term automatically shall be renewed annually thereafter, unless either party gives the other party prior written notice at least 90 days before the expiration of the Term of that party’s intent not to renew this Agreement.
3.	Position and Duties.

(a)

Chairman. At all times during the Term, subject to the Chairman’s election to the Board and as Chairman thereof, the Chairman shall serve as the Chairman of the Board of Directors of the Company (“Board”) and (except as provided in the next following sentence) shall report solely and directly to the Board. During the Term, the Chairman shall be reasonably available to management and to the Board between Board meetings to counsel and advise the board and management, including providing advice to management with respect to operations, investments and divestitures. The Chairman shall have those powers and duties normally associated with such position and such other powers and duties as the Board properly may from time to time reasonably prescribe, provided that such other powers and duties are consistent with the Chairman’s position at that time, including, without limitation, such other duties as are not otherwise provided for herein and (unless otherwise agreed to by the Chairman) are not materially more burdensome that those previously performed by the Chairman. The Chief Executive Officer of the Company shall continue to report to the Chairman and the Board.

(b)

Director. During the Term, the Company agrees to nominate the Chairman as a member of the Board for each successive term and use reasonable good faith efforts to cause the Chairman to be elected as a member and Chairman of the Board, including, without limitation, recommending the 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; provided, however, that the Company’s obligations under the foregoing provisions of this Section 3(b) shall no longer apply if the Chairman has been removed from the Board pursuant to Section 5.8 of the Company’s charter (or under any similar future provision under the Company’s charter) or has not been elected to the Board at a prior annual meeting of shareholders for the election of members to the Board.

2

(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 provided such activities are not materially inconsistent with his duties as Chairman and as a Board member of the Company. Furthermore, the Chairman may, directly or indirectly, engage in any businesses, without limitation, outside the United States. The Company’s consent to such other activities shall not relieve the Chairman of any obligations that may exist at any time to disclose to the Company any related party transactions with the Company, nor shall such consent affect any practices, policies or procedures the Company may from time to time implement to manage or authorize any related party transactions.

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. The Company will also make available to the Chairman offices of the Company in other locations and provide to the Chairman office space and the resources of the Company at such offices when the Chairman is in such other locations on the Company’s and/or any of its subsidiaries’ business. It is agreed that the Chairman is not required to perform any of his duties as Chairman at any of such offices or otherwise at any particular time or times and may engage in reasonable activities unrelated to the Company at such offices and may utilize the resources of the Company at such offices 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 2011, 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 the Chairman for his execution of the Prior Chairman Compensation Agreement, that the first three of four equal installments of such Options vested on December 31, 2007, December 31, 2008 and December 31, 2009 and that (subject to the conditions of the Incentive Plan, the terms of such grant and the terms and conditions set forth in the Prior Chairman Compensation Agreement), the fourth of such four equal installments will vest on December 31, 2010. Each of such Options shall expire ten years from the date of the grant thereof.

3

	In addition, the Company agrees to grant and issue to the Chairman concurrently with and on the date of the execution and delivery of this Agreement by the parties hereto, pursuant to the Incentive Plan and in the form of Restricted Stock Agreement attached as Exhibit A, 380,000 shares of Restricted Stock (as defined in the Incentive Plan). The vesting as hereinafter provided of the specified portions of such shares of Restricted Stock is subject, however, to the continued retention of the Chairman hereunder on the Effective Date and as of each respective “Vesting Date”. The aforesaid 380,000 shares of Restricted Stock shall vest as follows: 31,250 shares on the Effective Date; 7,266 shares on the first day of each calendar month beginning February 2011 and ending December 2014; and 7,248 shares on December 31, 2014. The Vesting Dates shall be, respectively, the Effective Date, the first (1st) day of each calendar month, commencing on February 1, 2011 and continuing for the next forty-six (46) consecutive months, and with the forty-ninth (49th) and final Vesting Date with respect to 7,248 shares occurring one day preceding the fourth anniversary of the Effective Date (i.e., on December 31, 2014).
	The Chairman shall be entitled to receive dividends on and to vote all of the shares of Restricted Stock so granted and issued to the Chairman, whether such shares are 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; provided, however, that, notwithstanding the foregoing, the Chairman shall not be entitled to receive on or with respect to any shares of Restricted Stock granted and issued pursuant to this Agreement any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date or to vote any such shares of Restricted Stock prior to the Effective Date but the Chairman shall be entitled to receive any special or extraordinary dividend or distribution to the Company’s stockholders of record on or after the date hereof (including, without limitation, any securities issued or distributed to the Company’s stockholders of record on or after the date hereof in connection with any stock split, recapitalization, stock exchange, merger, combination or other reorganization or similar transaction).
(c)	Expenses. The Company shall reimburse the 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 the Chairman in connection with his business travel shall be retained by the Chairman for his personal use.
(d)	Home Office. The Company shall provide, at the Company’s cost, the Chairman with cellular telephones and, at the 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 the Chairman to perform his duties hereunder. The Company recognizes and agrees that the Chairman (and any one authorized by the Chairman, including family members) shall be permitted to use the cellular telephones and at home office equipment and services for personal use at no charge to the Chairman, provided, however, that the Chairman shall be solely responsible for the payment of any income taxes attributable to the provision of such benefits.

4

(e)	Registration. The shares of Restricted Stock awarded to the Chairman in accordance with Section 5(b) above shall be covered by and issued pursuant to an effective registration statement on Form S-8 (or any successor or replacement form) under the Securities Act of 1933, as amended (the “Securities Act”).
(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, the Company shall give the Chairman the right and opportunity to register, each time that the Company so proposes, any or all securities of the Company held by the 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 the Chairman by the Company pursuant to any other contract or arrangement, including, without limitation, the Prior Chairman Compensation Agreement.
(g)	No Hedging. In consideration for his entitlement to receive incentive compensation as provided herein in the form of shares of Restricted Stock, the Chairman agrees that neither he nor any member of his immediate family (as such term is defined in paragraph (a)(iii) of Instruction 1 to Item 404(a) of Regulation S-K) nor any Controlled Private Entity (as hereinafter defined) will purchase any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities of the Company that (i) have been granted to the Chairman by the Company as part of the compensation of the Chairman (including the Restricted Stock granted and issued pursuant to this Agreement) or (ii) are held by the Chairman, by any member of his immediate family or by any entity that (A) is not a “publicly traded company” (which term includes, without limitation, any company that files reports with the Securities and Exchange Commission, whether voluntarily, pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or as a result of having a class of its securities registered pursuant to Section 12 of the Exchange Act; any company whose securities are quoted or traded on any domestic over-the-counter or other securities market; and any company whose securities are listed for trading or quoted on any foreign stock exchange, foreign over-the-counter market or other foreign securities market), and (B) of which at least 75% of the equity interests (whether directly or through one or more intermediaries) are owned by the Chairman and/or the Chairman’s immediate family member(s) (as such term is defined in paragraph (a)(iii) of Instruction 1 to Item 404(a) of Regulation S-K) (a “Controlled Private Entity”). Solely for purposes of clause (B) above in determining the percentage of the equity interests in any company that is owned through one or more intermediaries by the Chairman and/or the Chairman’s immediate family member(s), the Chairman and/or the Chairman’s immediate family member(s) shall be deemed to own only that equity percentage that is the product of their ownership interest in the successive layers of ownership. By way of example only, if the Chairman and/or the Chairman’s immediate family member(s) own 80% of the equity interest in company A, which in turn owns 60% of the equity interest in company B, then the Chairman and/or the Chairman’s immediate family member(s) shall be deemed to own a 48% equity interest in company B.

5

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

(a)	Death. This Agreement shall terminate automatically upon the Chairman’s death.
(b)	Disability. If, as a result of the Chairman’s incapacity due to physical or mental illness, the 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 the 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 the Chairman a copy of a resolution duly adopted by sixty-six and two-thirds (66-2/3) or more of the Board (excluding Chairman and any officer or 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 with 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 the 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.

6

	For purposes of this Section 6(d), no act, or failure to act, by the 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 the Chairman’s action or non-action continues for more than ten (10) days after the 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 with Cause.
	Cause shall not exist under paragraph (i) or (iii) above unless and until the Company has delivered to the Chairman a copy of a resolution duly adopted by sixty-six and two-thirds percent (66-2/3%) or more of the Board (excluding the Chairman and any officer or 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, the 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 (a) the Chairman is given notice of such breach and (b) if such breach can reasonably be cured within forty-five (45) days, such breach has been cured within forty-five (45) days after the date of such notice to the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board (excluding the Chairman and any officer or employee of the Company for purposes of determining such threshold) or, if such breach cannot reasonably be cured within such forty-five (45) days, the Chairman has promptly commenced to cure such breach, has thereafter diligently taken all appropriate steps to cure such breach as quickly are reasonably practical and has cured such breach within ninety (90) days after the date of such notice, all to the satisfaction of sixty-six and two-thirds percent (66-2/3%) or more of the Board (excluding the Chairman and any officer or employee of the Company for purposes of determining such threshold).
(e)	Voluntary Termination by the Chairman. The Chairman shall have the right at any time to terminate this Agreement by providing the Company with Notice of Termination as provided in Section 7 below. 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.
(f)	Termination of Agreement for Good Reason. The 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 the 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 the Chairman’s election to the Board and as Chairman of the Board or the failure of the Board to nominate or elect him as Chairman of the Board.

7

(g) 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 (g) shall be considered “termination with Cause.”

7. Termination Procedure.

(a)

Notice of Termination. Any termination of this Agreement by the Company or by the Chairman during the Term, except termination due to the 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. Any Notice of Termination given by the Chairman shall be deemed a resignation by the Chairman as Chairman of the Board and as a member of the Board; provided, however, that the Board may, in its sole and absolute discretion, waive such resignation without affecting the Chairman’s rights hereunder as a result of his giving such Notice of Termination.

(b)

Date of Termination. “Date of Termination” shall mean (i) if the Chairman shall die or become incapacitated (as contemplated by Section 6(b)), the date of his death or Disability, 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 of Termination) set forth in such Notice of Termination.

8. Payments Upon Termination.

(a) Disability; Death. If on or after the Effective Date this Agreement is terminated as a result of the Chairman’s death pursuant to Section 6(a) or his Disability pursuant to Section 6(b):

(i) all unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination that would have vested during the 90-day period following his death or Disability shall fully vest as of the Date of Termination, and all other unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Chairman’s death or Disability occurs prior to the Effective Date, none of the Restricted Stock that is granted and issued under this Agreement will be or become vested and all of such Restricted Stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company);

8

(ii)

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

(iii)

the Chairman shall be entitled to such other rights, compensation and/or benefits as may be due to the Chairman in accordance with the terms and provisions of any agreements, plans or programs of the Company, including, without limitation, any bonus or other compensation that, pursuant to the terms hereof or any other written agreement between the Company and the Chairman, has been earned or declared, but not yet paid or delivered to the Chairman, as of the Date of Termination (but shall no longer be entitled to any benefits under this Agreement except for the termination payments specified herein).

(b) Termination by Company Without Cause or Termination by the Chairman for Good Reason. If after the Effective Date this Agreement is terminated by the Company without Cause or if the Chairman terminates this Agreement for Good Reason:

(i)	in the case of termination by the Company without Cause or termination by the Chairman for Good Reason, all unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination that would have vested at any time in the 365 days following the Date of Termination shall fully vest as of the Date of Termination. In either event, all other unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if such a termination occurs prior to the Effective Date, none of the Restricted Stock that is granted and issued under this Agreement will be or become vested and all of such Restricted Stock will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company);
(ii)	the Company shall reimburse the Chairman, pursuant to Section 5(c) hereof, for reasonable expenses incurred by the Chairman but not reimbursed by the Company prior to such Termination; and
(iii)	the Chairman shall be entitled to such other rights, compensation and/or benefits as may be due to the Chairman in accordance with the terms and provisions of any agreements, plans or programs of the Company, including, without limitation, any bonus or other compensation that, pursuant to the terms hereof or any other written agreement between the Company and the Chairman, has been earned or declared, but not yet paid or delivered to the Chairman, as of the Date of Termination (but shall no longer be entitled to any benefits under this Agreement except for the termination payments specified herein).

9

(c) Termination by the Company with Cause or By Chairman other than for Good Reason. If this Agreement is terminated by the Company with Cause or if the Chairman terminates this Agreement other than for Good Reason:

(i)	the Company shall reimburse the Chairman, pursuant to Section 5(c) hereof, for reasonable expenses incurred by the Chairman but not reimbursed by the Company prior to such termination, unless such termination resulted from a misappropriation of Company funds;
(ii)	all unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination that would have vested in the calendar month when the Date of Termination occurs shall fully vest as of the Date of Termination and all other unvested stock options and unvested restricted stock granted to the Chairman prior to the Date of Termination will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company; and
(iii)	the Chairman shall be entitled to such other rights, compensation and/or benefits as may be due to the Chairman in accordance with the terms and provisions of any agreements, plans or programs of the Company, including, without limitation, any bonus or other compensation that, pursuant to the terms hereof or any other written agreement between the Company and the Chairman, has been earned or declared, but not yet paid or delivered to the Chairman, as of the Date of Termination (but shall no longer be entitled to any benefits under this Agreement except for the termination payments specified herein).

(d)

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 Code, 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 the 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.

(e)

Execution of a Release. Notwithstanding anything contained herein to the contrary, the Chairman’s right to receive any termination payments hereunder and to receive any other benefit or consideration upon the termination of this Agreement (including, without limitation, the vesting of any unvested stock options or unvested restricted stock granted to the Chairman), and the Company’s obligation to make such termination payments or to provide any such other benefit or consideration, is subject to the execution by the Chairman or his legal representative of a release substantially in the form of Exhibit B hereto, the delivery of such release to the Company and the lapse (without revocation) of any revocation period provided for therein.

10

(f)

Cash in Lieu of Shares. The Company shall have the right to elect, by giving written notice to such effect (a “Redemption Notice”) to the Chairman (or his legal representative) within twenty (20) days following the Date of Termination to redeem any shares of Restricted Stock vesting specifically as a result of the termination of the Chairman pursuant to this Section 8 (such shares of Restricted Stock that the Company has elected to redeem are hereinafter referred to as the “Redeemed Shares”) and by, within ten (10) days after the date the Redemption Notice is so given to the Chairman (or his legal representative), making payment to the Chairman (or his legal representative) in the amount equal to the value of the Redeemed Shares as determined below, and upon receipt of such payment, the Chairman shall transfer and return to the Company the Redeemed Shares (including the certificates, if any, representing the Redeemed Shares). For purposes of the foregoing, the Redeemed Shares shall be valued 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 (10) trading days prior to the Date of Termination.

(g)

Expiration of This Agreement. For the avoidance of doubt, the parties confirm that, upon the expiration of the Term, the non-renewal of this Agreement or the termination of Chairman’s retention hereunder for any reason or for no reason shall not be considered a termination by Company without Cause or termination by the Chairman for Good Reason, and the Chairman shall not be entitled to any termination payments as a consequence thereof.

9. Repayment. The 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 and clawback 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 or clawback is required pursuant to the Sarbanes-Oxley Act of 2002 or other applicable law, rule or regulation, then within thirty (30) days after notice thereof from the Company, the Chairman shall pay to the Company the amount then required by any applicable order, directive or action of the Securities and Exchange Commission, by any court order, judgment or settlement agreement or otherwise required by any applicable law, rules and regulations to be paid or forfeited.

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

11

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
	With copies to:
	The Chair of the Compensation Committee
	and to
	Herbert F. Kozlov, Esq.
	Reed Smith LLP
	599 Lexington Avenue
	New York, New York 10022

To Chairman:	Mr. Chaim Katzman
	Equity One, Inc.
	1600 NE Miami Gardens Drive
	Miami, Florida 33179
	With a copy to:
	Alan D. Axelrod, Esq.
	Bilzin Sumberg Baena Price & Axelrod LLP
	Suite 2500
	200 South Biscayne Boulevard
	Miami, Florida 33131
	(until December 31, 2010)
	-or-
	1450 Brickell Avenue
	Miami, Florida 33131
	(on and after the Effective Date)

12

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 the Chairman for the reasonable attorneys’ fees and costs incurred by the 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’ and paralegals’ fees and costs (including on appeal).
13.	Miscellaneous and Waiver of Jury Trial. No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by the 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. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES ITS OR HIS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUIT, LITIGATION OR OTHER JUDICIAL PROCEEDING REGARDING THIS AGREEMENT OR ANY DISPUTE HEREUNDER OR RELATING HERETO.
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.

13

16.	Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the specific 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 either party hereto in respect of such specific subject matter. Any prior agreement of the parties hereto in respect of the specific subject matter contained herein is hereby terminated and canceled. For purposes of clarification and avoidance of any doubt, (a) notwithstanding anything contained herein to the contrary unless otherwise specifically provided herein, the terms and conditions of the Chairman’s retention by the Company and termination (including payments upon termination) through December 31, 2010 and prior to the Effective Date are and shall continue to be governed by the terms and conditions set forth in the Prior Chairman Compensation Agreement, but thereafter the terms and conditions of the Chairman’s retention by the Company and termination (including payments upon termination) shall be governed by the terms and conditions of this Agreement, which terms and conditions shall, from and after the Effective Date, supersede and control and (b) notwithstanding anything contained herein to the contrary, if the Prior Chairman Compensation Agreement is terminated on or prior to December 31, 2010 in accordance with the terms thereof (other than as a result or consequence of the expiration of the term thereof), (i) the Chairman’s entitlement to any payment on account of or with respect to such termination shall be governed solely by the terms of the Prior Chairman Compensation Agreement and (ii) the Company shall have no obligations or liabilities to the Chairman under or pursuant to this Agreement and, promptly following any such termination of the Prior Chairman Compensation Agreement, the Chairman shall return and surrender to the Company all of the shares of Restricted Stock granted to the Chairman pursuant to Section 5(b) above and the Restricted Stock Agreement referred to in Section 5(b) above shall be terminated. For avoidance of doubt, the parties confirm that neither the expiration of the Term (as defined in the Prior Chairman Compensation Agreement) nor the non-renewal of the Prior Chairman Compensation Agreement nor the termination of Chairman’s retention thereunder as a consequence of the expiration of such Term (subject, however, to the Chairman being retained by the Company pursuant to the terms of this Agreement) shall be considered, for the purposes of the Prior Chairman Compensation Agreement, to be a termination by the Company without Cause or termination by the Chairman for Good Reason, and the Chairman shall not be entitled to any termination payments as a consequence thereof.
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 the 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 by any agreement to which it is a party, other than that that would not have a material and adverse effect on the Company’s ability to enter into or perform this Agreement. The 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]

14

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

EQUITY ONE, INC.
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

/s/ Chaim Katzman  

CHAIM KATZMAN 

 15 

EXHIBIT A

Form of Restricted Stock Agreement

EXHIBIT B

Form of Release

EX-10.4

Exhibit 10.4

FIRST AMENDMENT TO

CHAIRMAN COMPENSATION AGREEMENT

AND
RESTRICTED STOCK AGREEMENT

     This FIRST AMENDMENT to CHAIRMAN COMPENSATION AGREEMENT and RESTRICTED STOCK AGREEMENT (this “Amendment”), dated as of August 9, 2010, by and between Equity One, Inc., a Maryland corporation (the “Company”), and Chaim Katzman (the “Chairman”).

W H E R E A S:

     A. The Company and the Chairman are the parties to that certain Chairman Compensation Agreement and that certain Restricted Stock Agreement, each dated as of January 1, 2007 (such agreements being collectively referred to herein as the “Old Agreements”), each providing for, among other things, an award (the “Award”) of 300,000 shares of restricted stock as long-term compensation to the Chairman.

     B. On the date hereof, the Company and the Chairman are entering into a new Chairman Compensation Agreement and a new Restricted Stock Agreement (collectively, the “New Agreements”), each of which shall be effective as of January 1, 2011.

     C. In consideration of the execution of the New Agreements, the parties desire to amend the vesting period of the Award as more particularly set forth herein.

     NOW, THEREFORE, in consideration of the execution and delivery of the New Agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Amendments. The vesting schedule of the Award as provided in Section 5(b) of the old Chairman Compensation Agreement and Section 2(a) of the old Restricted Stock Agreement is hereby amended as follows:

Number of Shares		Vesting Date
	75,000	December 31, 2007
	75,000	December 31, 2008
	75,000	December 31, 2009
	43,750	August 9, 2010
	31,250	652 shares on the first day of each calendar month beginning February 2011 and ending December 2014 and 606 shares on December 31, 2014

     2. Effective Date. This Amendment shall be effective upon its execution by the Company and the Chairman.

     3. Counterparts. This Amendment may be executed in counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument.

     4. No Other Modification. Except as otherwise expressly modified by the terms and provisions of this Amendment, each of the Old Agreements shall remain in full force and effect and is hereby in all respects confirmed and ratified by the parties hereto.

     5. References to Agreement. From and after the effective date hereof, each reference in either Old Agreement to “this Agreement,” “hereto,” “hereunder” or words of like import, and all references to either Old Agreement in any and all other agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean such Old Agreement as modified and amended by this Amendment.

[Signatures to follow]

2

     IN WITNESS WHEREOF, the Chairman and the Company have executed this First Amendment to Chairman Compensation Agreement and Restricted Stock Agreement as of the date first written above.

THE COMPANY: EQUITY ONE, INC., a Maryland corporation
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

CHAIRMAN:
 

/s/ Chaim Katzman  

Chaim Katzman 

3

EX-10.5

Exhibit 10.5

EQUITY ONE, INC.

Restricted Stock Agreement

Under the Amended and Restated

2000 Executive Incentive Compensation Plan

For

CHAIM KATZMAN

     This RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into effective as of August 9, 2010, by and between EQUITY ONE, INC., a Maryland corporation (the “Company”), and Chaim Katzman (the “Recipient”).

W I T N E S S E T H:

     WHEREAS, the Company has adopted the Amended and Restated 2000 Executive Incentive Compensation Plan (the “Plan”; capitalized terms that are defined in the Plan and are not otherwise defined in this Agreement shall, when used herein, have the respective meanings ascribed to such terms in the Plan) to assist it and its subsidiaries in attracting, motivating, retaining and rewarding high-quality employees, officers, directors and independent contractors;

     WHEREAS, the Plan authorizes the Board or the Committee to grant Awards, including shares of Restricted Stock, to the Plan’s participants;

     WHEREAS, the Board or the Committee has determined that it is in the best interest of the Company to grant the Recipient an Award of Restricted Stock, on the terms and subject to the conditions provided in the Plan, the Compensation Agreement (as hereinafter defined) and this Agreement; and

     WHEREAS, the Board or the Committee has approved the grant to the Recipient of certain shares of Restricted Stock pursuant to, and as provided for in, a Chairman Compensation Agreement (the “Compensation Agreement”), dated as of August 9, 2010 and, except as otherwise specifically provided therein, effective as of January 1, 2011 (the “Effective Date”), by and between the Company and the Recipient.

     NOW, THEREFORE, for and in consideration of the mutual premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto (the “parties”), intending to be legally bound, hereby agree as follows:

     Section 1. Award of Restricted Stock.

     (a) Subject to the terms and conditions of the Plan, the Compensation Agreement and this Agreement, the Company hereby grants and issues, as of August 9, 2010 (the “Date of Grant”), to the Recipient, 380,000 shares of Restricted Stock (such shares of Restricted Stock, the “Granted Shares”). Such shares of Restricted Stock are issued pursuant to the Plan, which is incorporated herein for all purposes. The Recipient hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations.

     (b) This Agreement is the Restricted Stock Agreement referred to in Section 5(b) of the Compensation Agreement.

-2-

     Section 2. Vesting of Restricted Stock; No Partial Vesting.

     (a) Subject to the acceleration and forfeiture provisions below, the Granted Shares shall become vested in the following amounts and on the following dates (each, a “Vesting Date”): 31,250 shares on the Effective Date; 7,266 shares on the first day of each calendar month beginning February 2011 and ending December 2014; and 7,248 shares on December 31, 2014.

Except as otherwise provided herein, there shall be no proportionate or partial vesting of any Granted Shares in or during the months, days or periods prior to each Vesting Date, and all vesting of any Granted Shares shall occur only on the applicable Vesting Date therefor.

     (b) Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall be authorized, in its sole discretion, based upon its review and evaluation of the performance of the Recipient and of the Company, to accelerate the vesting of any Granted Shares under this Agreement, at such times and upon such terms and conditions as the Board or the Committee shall deem advisable in accordance with the Plan.

     (c) If on or after the Effective Date the Compensation Agreement is terminated as a result of the Recipient’s death pursuant to Section 6(a) of the Compensation Agreement or his Disability (which term, as used herein, is used with the meaning ascribed to such term in the Compensation Agreement) during the term of this Agreement, then all unvested Granted Shares that would have vested during the 90-day period following his death or Disability shall fully vest as of the Date of Termination (which term, as used herein, is used with the meaning ascribed to such term in the Compensation Agreement), and all other unvested Granted Shares will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if the Recipient’s death or Disability occurs prior to the Effective Date, none of the Granted Shares will be or become vested and all of such Granted Shares will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company).

     (d) If after the Effective Date (which term, as used herein, is used with the meaning ascribed to such term in the Compensation Agreement) the Compensation Agreement is terminated by the Company without Cause (which term, as used herein, is used with the meaning ascribed to such term in the Compensation Agreement) or if the Recipient terminates the Compensation Agreement for Good Reason (which term, as used herein, is used with the meaning ascribed to such term in the Compensation Agreement), then all unvested Granted Shares that would have vested at any time in the 365 days following the Date of Termination shall fully vest as of the Date of Termination and all other unvested Granted Shares will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if such a termination occurs prior to the Effective Date, none of the Granted Shares will be or become vested and all of the Granted Shares will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company).

     (e) If after the Effective Date the Compensation Agreement is terminated by the Company with Cause or if the Recipient terminates the Compensation Agreement other than for Good Reason, then all unvested Granted Shares that would have vested in the calendar month when the Date of Termination occurs shall fully vest as of the Date of Termination and all other unvested Granted Shares will not vest and will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company (with it being agreed and understood, for avoidance of doubt, that, if such a termination occurs prior to the Effective Date, none of the Granted Shares will be or become vested and all of the Granted Shares will be forfeited, returned to the Company and, at the Company’s election, may be cancelled by the Company).

-3-

     (e) The portion of the Granted Shares that has not vested pursuant to this Section 2 is sometimes referred to as “Non-Vested Shares,” and the portion of the Granted Shares that has vested pursuant to this Section 2 is sometimes referred to as “Vested Shares.”

     Section 3. Delivery of Restricted Stock.

     (a) Certificates representing or evidencing any of the Granted Shares shall be issued in such amounts or denominations as the Recipient may from time to time request, and the Recipient may exchange one or more certificates representing or evidencing any of the Granted Shares for one or more certificates representing or evidencing the same aggregate number of Granted Shares. All certificates representing or evidencing any Granted Shares shall be issued in the name of the Recipient. To the extent any certificate represents or evidences any Granted Shares that have not become Vested Shares, such certificate shall continue to be held and retained by the Company until such date as such Granted Shares become Vested Shares pursuant to Section 2. All such stock certificates may be inscribed with the following legend, along with such other legends as the Board or the Committee shall deem necessary and appropriate:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES AND INCLUDE VESTING CONDITIONS THAT MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES.

     (b) In the event the Company delivers to the Recipient any stock certificates that represent any Granted Shares that are not Vested Shares, the Recipient shall, at the Company’s request, deposit with the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing such Granted Shares. Promptly after any Granted Shares become Vested Shares and the Company receives a request therefor, the Company shall return to the Recipient any such stock powers or instruments of transfer or assignment corresponding to such Granted Shares. If the Recipient shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, the Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power or other instrument that may be necessary to effectuate the transfer of the Granted Shares (or assignment of distributions thereon) on the books and records of the Company; provided, however, that the foregoing power of attorney shall automatically terminate with respect to the Granted Shares as and when such Granted Shares become Vested Shares pursuant to Section 2(a).

-4-

     (c) On or after the date as of which any Granted Shares become Vested Shares, upon written request to the Company by the Recipient, the Company shall promptly cause a new certificate or certificates to be issued to the Recipient for and with respect to such Granted Shares, which certificate(s) shall be delivered to the Recipient within ten (10) business days of the date of receipt by the Company of the Recipient’s written request therefor. The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate.

     Section 4. Rights with Respect to Restricted Stock.

     (a) Except as otherwise provided in this Agreement (including, without limitation, as provided in Section 6), the Recipient shall have, with respect to all the Granted Shares, whether Vested Shares or Non-Vested Shares, all the rights of a holder of shares of common stock of the Company, including, without limitation, (i) the right to vote such Granted Shares, (ii) the right to receive such cash and other dividends and distributions, if any, as may be declared on the Granted Shares from time to time, and (iii) the rights available to all holders of shares of common stock of the Company upon any merger, combination, consolidation, stock exchange or other reorganization or similar transaction or any liquidation or dissolution, stock split, stock dividend or recapitalization undertaken by the Company; provided, however, that, unless vesting is accelerated pursuant to Section 2, all of such rights shall be subject to the other terms, provisions, conditions and restrictions set forth in this Agreement (including, without limitation, conditions under which all such rights shall be forfeited); and, provided, further, however, that, notwithstanding the foregoing, the Recipient shall not be entitled to receive on or with respect to any of the Granted Shares any regular quarterly cash dividends that are declared by the Board and payable or distributable to the Company’s stockholders of record prior to the Effective Date or to vote any of the Granted Shares prior to the Effective Date.

     (b) If at any time while this Agreement is in effect (or any of the Granted Shares shall be or remain Non-Vested Shares) there shall be any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such shares, then, and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of Granted Shares then subject to this Agreement. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.

     (c) Notwithstanding any term or provision of this Agreement to the contrary, the existence of this Agreement or of any outstanding shares of Restricted Stock awarded hereunder shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii) any offer, issue or sale by the Company of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock and/or that would include, have or possess other rights, benefits and/or preferences superior to those that the Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the stock, assets or business of the Company; or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise).

-5-

     Section 5. Tax Matters; Section 83(b) Election.

     (a) If the Recipient properly elects, within thirty (30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) of the Granted Shares pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the Recipient shall make arrangements satisfactory to the Company to pay to the Company any federal, state or local taxes required by law to be withheld with respect to the Granted Shares. If the Recipient shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Granted Shares.

     (b) If the Recipient does not properly make the election described in Section 5(a) above, the Recipient shall, no later than each Vesting Date, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Granted Shares (including, without limitation, as a result of the vesting thereof), and if and to the extent that the Recipient shall fail to so pay to the Company, or make arrangements satisfactory to the Committee for payment of, such taxes, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Recipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Granted Shares.

     (c) THE RECIPIENT ACKNOWLEDGES THAT HE HAS BEEN INFORMED OF THE AVAILABILITY OF MAKING AN ELECTION IN ACCORDANCE WITH SECTION 83(B) OF THE CODE, THAT SUCH ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN 30 DAYS OF THE GRANT DATE AND THAT THE RECIPIENT IS SOLELY RESPONSIBLE FOR MAKING SUCH ELECTION.

     (d) Tax consequences on the Recipient (including, without limitation, federal, state, local and foreign income tax consequences) with respect to the Granted Shares (including, without limitation, the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. The Recipient should consult with his own personal accountant(s) and/or tax advisor(s) regarding these matters, the making of a Section 83(b) election and the Recipient’s filing, withholding and payment (or tax liability) obligations, and the Company makes no recommendation with respect to any such election.

     Section 6. Transfer Restrictions. Non-Vested Shares (i) are not transferable, (ii) shall not be sold, conveyed, transferred, assigned, pledged, hypothecated, encumbered, gifted, donated, delivered or otherwise disposed of, whether voluntarily or involuntarily, in whole or in part, directly or indirectly (hereinafter, a “transfer”) (whether by operation of law or otherwise), and (iii) shall not be subject to execution, attachment or similar process. Upon any attempt to transfer any Non-Vested Shares or in the event of any levy upon any Non-Vested Shares by reason of any execution, attachment or similar process contrary to the provisions hereof, such Non-Vested Shares shall immediately and without notice terminate, be forfeited and be and become null and void. Unless otherwise restricted by a written agreement separate and apart from this Agreement or by applicable law, the Recipient may, directly or indirectly, freely Transfer (whether by operation of law or otherwise) any or all of the Vested Shares to any third party, subject, however, to compliance with applicable securities laws.

-6-

     Section 7. Amendment, Modification and Assignment; Non-Transferability. This Agreement may only be modified or amended in a writing signed by the parties hereto. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement. Unless otherwise consented to in writing by the Company, in its sole discretion, this Agreement (and the Recipient’s rights hereunder) may not be assigned, and the obligations of the Recipient hereunder may not be delegated, in whole or in part. The rights and obligations created hereunder shall be binding on the Recipient and his heirs, legal representatives, successor and assigns and on the successors and assigns of the Company.

     Section 8. Complete Agreement. This Agreement (together with the Plan, the Compensation Agreement and, for the purposes referred to herein and therein, those other agreements and documents expressly referred to herein and therein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof and thereof and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, that may relate to the subject matter hereof or thereof in any way. In the event of any conflict or inconsistency between any provisions of this Agreement and any provisions of the Compensation Agreement, the provisions of the Compensation Agreement shall supersede and govern.

     Section 9. No Right to (Continued) Employment or Service. This Agreement and the grant of Restricted Stock hereunder shall not confer, or be construed to confer, upon the Recipient any right to employment, retention or service, or continued employment, retention or service, with the Company or any of its subsidiaries (with it being agreed and understood that any such any right to employment, retention or service, or continued employment, retention or service, with the Company or any of its subsidiaries is governed solely by the Compensation Agreement).

     Section 10. No Limit on Other Compensation Arrangements. Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

     Section 11. Severability. If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of shares of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

-7-

     Section 12. No Trust or Fund Created. Neither this Agreement nor the grant of shares of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and the Recipient or any other person. To the extent that the Recipient or any other person acquires a right to receive payments from the Company pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company.

     Section 13. Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida (without reference to the conflict of laws rules or principles thereof).

     Section 14. Effect of the Plan. This Agreement and the shares of Restricted Stock are subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted by the Committee or the Board as may be in effect from time to time. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Recipient accepts the shares of Restricted Stock subject to all the terms and provisions of the Plan, this Agreement and the Compensation Agreement.

     Section 15. Interpretation. Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee or the Board upon any questions arising under this Agreement or under the Plan.

     Section 16. Headings and Section References. Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof. References herein to any Section are, unless otherwise provided herein, to Sections of this Agreement.

     Section 17. Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s Chief Financial Officer at 1600 N.E. Miami Gardens Drive, North Miami Beach, Florida 33179, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient’s last permanent address as shown on the Company’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.

     Section 18. Non-Waiver of Breach. The waiver by any party hereto of the other party’s prompt and complete performance, or breach or violation, of any term or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right or remedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.

-8-

     Section 19. Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank]

-9-

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement as of the date first written above.

EQUITY ONE, INC.
By:	/s/ Peter Linneman
	Name:	Peter Linneman
	Title:	Chair, Compensation Committee of the Board of Directors of Equity One, Inc.

The Recipient acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts the shares of Restricted Stock issued pursuant hereto subject to all of the terms and provisions thereof. The Recipient has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement.

Agreed and Accepted on this
9th day of August, 2010:

RECIPIENT:

/s/ Chaim Katzman  

CHAIM KATZMAN 

10