EXHIBIT 10.6
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, is between Developers Diversified Realty Corporation, an Ohio corporation (the
"Employer"), and Daniel B. Hurwitz (the "Executive") made this 25th day of May 1999.
RECITALS
A. Executive is presently employed by Employer as its Executive Vice President/Director of Leasing;
B. Employer wishes to induce Executive to continue as its Executive Vice President/Director of Leasing and,
accordingly, to provide certain employment security to Executive in the event of a "Change in Control" (as
hereinafter defined);
C. Employer believes that it is in the best interest of its shareholders for Executive to continue in his 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
D. In consideration of this Agreement Executive is willing to continue as Employer's Executive Vice
President/Director of Leasing;
NOW THEREFORE, IN CONSIDERATION OF EXECUTIVE CONTINUING AS THE EXECUTIVE
VICE PRESIDENT/DIRECTOR OF LEASING OF EMPLOYER AND OF THE MUTUAL PROMISES
HEREIN CONTAINED, EXECUTIVE AND EMPLOYER, INTENDING TO BE LEGALLY BOUND,
HEREBY AGREE AS FOLLOWS;
ARTICLE I
DEFINITIONS
1. Subject to the provisions of Article III, a "Change in Control" for the purpose of this Agreement will be
deemed to have occurred if, at any time:
(a) Any person or group of persons acting alone or together with any of its affiliates or associates, acquires legal
or beneficial ownership interest, or voting rights, in twenty percent (20%) or more of the common voting stock of
Employer;
(b) At any time during a period of 24 consecutive months, individuals who were directors at the beginning of the
period no longer constitute a majority of the members of the Board of Directors unless the election, or the
nomination for election by Employer's shareholders, of each director who was not a director at the beginning of
the period is approved by at least a majority of the directo