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EXHIBIT 10.2
PERFORMANCE UNITS AGREEMENT
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Developers Diversified Realty Corporation, an Ohio corporation
(the "Company"), has granted to Scott A. Wolstein (the "Grantee"), 15,000 units
(the "Performance Units") the value of which will be determined by the
performance of the Company's Common Shares, without par value (the "Common
Shares"). The Performance Units have been granted pursuant to the Developers
Diversified Realty Corporation Equity-Based Award Plan (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 Agreement (capitalized terms
not defined herein are used as defined in the Plan):
Section 1. CONVERSION OF PERFORMANCE UNITS. The Performance
Units will be converted to a number of Common Shares based on Annualized Total
Shareholder Return (as defined below) from the period beginning January 1, 1996
and ending December 31, 2000 (the "Measurement Period") as indicated below:
Annualized Total Common Shares
Shareholder Return Awarded
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10% 15,000
11% 20,000
12% 25,000
13% 35,000
14% 45,000
15% 55,000
16% 75,000
18% 100,000
Annualized Total Shareholder Return will be measured by
assuming a hypothetical investment of $100 in the Common Shares on the first day
of the Measurement Period (the "Initial Investment") and calculating the value
of that investment as of the last day of the Measurement Period, assuming
dividends paid on the Common Shares are reinvested into additional Common Shares
(the "Total Return"); the difference between the Total Return and the Initial
Investment will be divided by the Initial Investment and the resulting number
further divided by the number of years in the Measurement Period (five) to
determine the Annualized Total Shareholder Return. For example, if the Total
Return is $170 the Annualized Total Shareholder Return is:
(170-100)/100=70%
70/5=14%
Section 2. TRANSFERABILITY. Prior to the end of the
Measurement Period, the Performance Units will not be transferable by the
Grantee other than by will or by the laws of descent and distribution.
Thereafter, the Performance Units will be transferable by the Grantee subject to
the relevant restrictions on transfer included in this Agreement and the Plan.
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Section 3. TERMINATION OF EMPLOYMENT. If the Grantee's
employment by the Company or any subsidiary or Affiliate terminates prior to the
end of the Determination Period, Annualized Shareholder Return will be
calculated, as set forth above, for the period beginning January 1, 1996 and
ending the December 31 immediately preceding the date employment terminates (the
"Termination Date"). Grantee will be entitled to a pro rata portion of Common
Shares set forth in the table above (20% of the aggregate amount to be awarded
for each completed fiscal year prior to the Termination Date).
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
DATE OF GRANT:
__________, 1996 By:________________________________
James A. Schoff, Executive
Vice President and Chief
Operating Officer
ACCEPTANCE OF AGREEMENT
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The Grantee hereby: (a) acknowledges that he has received a
copy of the Plan and a copy of the Company's most recent Annual Report and other
communications routinely distributed to the Company's shareholders; (b) accepts
this Agreement and the Performance Units granted to him under this Agreement
subject to all provisions of the Plan and this Agreement; (c) represents and
warrants to the Company that he is acquiring the Performance Units and the
underlying Common Shares for his own account, for investment, and not with a
view to or any present intention of selling or distributing the Performance
Units either now or at any specific or determinable future time or period or
upon the occurrence or nonoccurrence of any predetermined or reasonably
foreseeable event; and (d) agrees that no transfer of the Common Shares acquired
upon conversion of the Performance Units will be made unless the Common Shares
have been duly registered under all applicable Federal and state securities laws
pursuant to a then-effective registration which contemplates the proposed
transfer or unless the Company has received the written opinion of, or
satisfactory to, its legal counsel that the proposed transfer is exempt from
such registration:
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Grantee's Signature
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Grantee's Social Security Number