FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT is made and entered into by and between WASHINGTON PRIME GROUP INC., an Indiana corporation (the “Company”), and XXXX X. XXXXXX (the “Executive”) dated as of February 12, 2019 and effective as of February 12, 2019.

WHEREAS, the Company and the Executive are parties to an Employment Agreement, made and entered into on August 6, 2018 and effective as of August 3, 2018 (the “Employment Agreement”); and

WHEREAS, the parties hereto now desire to amend the Employment Agreement to reflect the Executive’s new title, annual base salary and target and maximum annual bonus.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.     “Senior Vice President, Finance and Chief Accounting Officer” is hereby changed to “Executive Vice President, Finance and Chief Accounting Officer” in Sections 2(a)(i) and 3(c)(i) of the Employment Agreement.

2.     The first sentence of Section 2(b)(i) of the Employment Agreement is hereby amended to read as follows:

“During the Employment Period, the Executive shall receive an annual base salary at the rate of $326,998.71 (the ‘Annual Base Salary’), subject to applicable income tax and other legally required withholding and any deductions that the Executive voluntarily authorizes in writing.”

3.     The second and third sentences of Section 2(b)(ii) of the Employment Agreement are hereby amended to read as follows:

“The Executive’s target Annual Bonus shall be 100% of the Annual Base Salary (the ‘Target Bonus’). The actual Annual Bonus may range from 0% to 150% of the rate of the Target Bonus, based on the level of achievement of performance goals established by the Committee (which performance goals shall be consistent with those applicable to the Company’s senior executives generally) and communicated to the Executive not later than the 90^th day of the applicable fiscal year.”

4.     Except as otherwise provided herein, the Employment Agreement shall remain unaltered and of full force and effect.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this First Amendment to Employment Agreement to be executed and delivered as of the day and year first above set forth.

	WASHINGTON PRIME GROUP INC.,
	an Indiana corporation
	By:	/s/ Xxxx X. Xxxx
		Name:  Xxxx X. Xxxx
		Title: EVP and CFO
	EXECUTIVE
	By:	/s Xxxx X. Xxxxxx
	Name: Xxxx X. Xxxxxx

[Signature Page – X. Xxxxxx Amendment to Employment Agreement]