Exhibit 10.36
FORM OF
[AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT
THIS [AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT (this “Agreement”), is
entered into as of the ___ day of , 20___, between Developers Diversified Realty Corporation, an
Ohio corporation (the “Employer”), and (“Executive”).
RECITALS
WHEREAS, Executive is presently employed by Employer [and, as of , 20___, will be
employed by employer] as its ;
WHEREAS, Employer wishes to induce Executive to continue [in its employ, after , 20___,]
as its and, accordingly, to provide certain employment security to Executive in the
event of a “Change in Control” (as hereinafter defined);
WHEREAS, Employer believes that it is in the best interest of its shareholders for Executive to continue in
[his/her] position on an objective and impartial basis and without distraction or conflict of interest as a result of a
possible or actual Change in Control; [and]
WHEREAS, in consideration of this Agreement Executive is willing to continue [, after ,
20___,] as Employer’s [./; and]
[WHEREAS, Employer and Executive desire for this Amended and Restated Change in Control
Agreement to amend and supersede any and all Change in Control Agreements between Employer and
Executive that were entered into prior to the date hereof (the “Prior Change in Control
Agreements”).]
NOW THEREFORE, IN CONSIDERATION OF EXECUTIVE CONTINUING [, AFTER
, 20___,] AS THE OF EMPLOYER AND OF THE MUTUAL
PROMISES HEREIN CONTAINED, EXECUTIVE AND EMPLOYER, INTENDING TO BE LEGALLY
BOUND, HEREBY AGREE AS FOLLOWS:
ARTICLE I
DEFINITIONS
Page 1
1. A “Change in Control” for the purpose of this Agreement means the occurrence of any of t