0000950123-09-031503 Sample Contracts

FORM STOCK OPTION AGREEMENT (Non-Qualified Stock Option Grant to Executive Officers)
Stock Option Agreement • August 7th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS AGREEMENT (the “Agreement”) is made as of , by and between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (the “Company”), and , an individual (the “Holder”).

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FORM STOCK OPTION AGREEMENT (Incentive Stock Option Grant to Executive Officers)
Stock Option Agreement • August 7th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

THIS AGREEMENT (the “Agreement”) is made as of , by and between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (the “Company”), and , an individual (the “Holder”).

FORM RESTRICTED SHARES AGREEMENT
Restricted Shares Agreement • August 7th, 2009 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio

Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), has granted to (the “Holder”), ( ) of the Company’s Common Shares, $0.10 par value per share (the “Restricted Shares”). The Restricted Shares have been granted pursuant to the (the “Plan”) and are subject to all provisions of the Plan, which are hereby incorporated herein by reference, and to the following provisions of this Restricted Shares Agreement (the “Agreement”) (capitalized terms not defined herein are used as defined in the Plan):

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