EQUITY ONE INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh_10-1final.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>


                                                                   Exhibit 10.1
                                                                   ------------


                     FIRST AMENDMENT TO AMENDED AND RESTATED
                     ---------------------------------------
                              EMPLOYMENT AGREEMENT
                              --------------------


     This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
"Amendment"), is made this 1st day of September, 2003, between EQUITY ONE, INC.,
a Maryland corporation (the "Company") and Chaim Katzman (the "Employee").

     The Company and the Employee have heretofore entered into an Amended and
Restated Employment Agreement dated as of July 26, 2002 (the "Agreement")
(capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Agreement). Given the growth of the Company, the Compensation
Committee of the Board of Directors of the Company and the Employee have agreed
to amend the Agreement on the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:

     1. Amendments. Effective as of the date hereof, the Agreement shall be
amended as follows:

     (a) Section 4(b) of the Agreement shall be amended in its entirety to read
as follows:

               "(b) For each year commencing with calendar year 2002,
          during which the Employee is employed by the Employer, the
          Employee shall be eligible to participate in a bonus plan
          maintained by the Employer that provides an annualized cash
          bonus opportunity (the "Bonus") upon achievement of
          performance targets (the "Targets") by the Company. For
          calendar year 2002, the targeted Bonus opportunity shall be
          equal to 60% of the Employee's then Base Salary, and for
          each calendar year thereafter, the targeted Bonus
          opportunity shall be equal to 75% of the Employee's then
          Base Salary (the "Bonus Amount"). The compensation committee
          of the Board of Directors, shall establish reasonable
          Targets for the Employee. However, the Employee acknowledges
          and agrees that the Targets utilized for calculating any
          Bonus payable to the Employee shall be determined by the
          compensation committee of the Board, in its sole reasonable
          discretion. The Targets shall be established no later than
          February 28th of each calendar year, except for 2002. The
          Targets for 2002 shall be in accordance with Exhibit A
          attached to this Agreement.

               The Employee shall be entitled to receive a single cash
          payment of the Bonus Amount for each calendar year not later
          than March 15th of the following year in accordance with the
          following schedule: for achieving less than 50% of the
          Targets, the Employee shall not be entitled to any Bonus;
          for achieving from 50% to less than 100% of the Targets, the
          Employee shall be entitled to one half of the Bonus; for
          achieving from 100% to less than 150% of the Targets, the
          Employee

<PAGE>
          shall be entitled to the Bonus Amount; for achieving from
          150% to less than 200% of the Targets ("High Performance"),
          the Employee shall be entitled to one and one half of the
          Bonus Amount; and for achieving 200% or more of the Targets
          ("Super Performance"), the Employee shall be entitled to two
          time the Bonus. Notwithstanding the foregoing, the Employee
          shall have the right, by providing written notice to the
          Employer no later than ten days after the Bonus Amount for
          any calendar year is finally determined, to elect to receive
          all or a specified portion of the Bonus Amount in shares of
          stock of the Employer. For purposes of this Paragraph, the
          shares of stock shall be valued at 85% of the average
          closing price of such shares during the 20 trading days
          preceding the date of such notice on the primary securities
          exchange on which such shares are listed and traded and
          shall vest over a period of two (2) years. The restricted
          stock shall be issued under the Company's Incentive Plan (as
          defined below) or other, similar plan and shall be subject
          to such other terms as are contained in the Company's then
          current form of restricted stock agreement."

     (b) Section 5 of the Agreement shall be amended in its entirety
to read as follows:

               "(a) The Employer shall issue to the Employee, pursuant
          to the Employer's 2000 Executive Incentive Compensation Plan
          (the "Incentive Plan"), Options (as defined in the Incentive
          Plan) to acquire an aggregate of 850,000 shares of the
          Employer's capital stock. The Employer shall grant to the
          Employee the number of Options indicated on the following
          dates: simultaneously with the execution of this Agreement,
          300,000 Options; January 1, 2003, 300,000 Options; and
          January 1, 2004, 250,000 Options. The exercise price of the
          300,000 Options granted simultaneously with the execution of
          this Agreement shall be $13.25 per share and the exercise
          price of the remaining Options shall be equal to the average
          closing price of the Employer's capital stock during the 15
          trading days immediately prior to the date of grant of the
          Options. Options covering 170,000 shares shall vest on the
          last day of each year, commencing on December 31, 2002,
          until all Options granted pursuant to the terms of this
          Agreement have vested. Each Option granted hereunder shall
          expire ten years from the date of the grant of such Option.

               (b) In addition, the Employer agrees to issue to the
          Employee, pursuant to the Incentive Plan, 227,500 shares of
          Restricted Stock (as defined in the Incentive Plan). 103,500
          shares of Restricted Stock (the "Initial Grant") were issued
          prior to the execution hereof and shall vest in five equal
          installments on January 1, 2003, 2004, 2005 and 2006 and
          December 31, 2006. The remaining 124,000 shares of
          Restricted Stock (the "Additional Grant") shall be issued on
          or about September 10, 2003 and shall vest in five equal
          installments on September 9, 2004, 2005 and 2006 and
          December 31, 2006. The Employee shall be entitled to receive
          dividends on the Initial Grant and Additional Grant of
          Restricted Stock, whether vested or not.

                                  2
<PAGE>

               (c) Finally, as additional "Bonus" payable under
          Section 4(b), (a) in the case of High Performance for any
          calendar year, the Employer agrees to issue to the Employee,
          pursuant to the Incentive Plan, a number of shares of
          Restricted Stock having a value, based on the 30-day
          trailing average closing price of the Employer's common
          stock as reported on the New York Stock Exchange (the
          "30-day Average") for the period ending on (and inclusive
          of) December 31 of the year of High Performance, of $300,000
          (rounded up to the nearest whole share) or (b) in the case
          of Super Performance for any calendar year, the Employer
          agrees to issue to the Employee, pursuant to the Incentive
          Compensation Plan, a number of shares of Restricted Stock
          having a value, based on the 30-day Average for the period
          ending on (and inclusive of) December 31 of the year of
          Super Performance, of $850,000 (rounded up to the nearest
          whole share). Any shares to be issued pursuant to this
          paragraph shall be issued by the Employer within five (5)
          days of its payment of the Bonus earned under Section 4(b)."

     (c) Section 10(a) of the Agreement shall be amended in its
entirety to read as follows:

               "(a) In the event the employee is terminated as an
          employee of the Employer without cause or in the event that
          the Employee resigns or is terminated for any reason at any
          time during the one year period (the "Change of Control
          Period") after a Change of Control (as hereinafter defined),
          then: (i) the Employee shall be entitled to receive as of
          the date of such resignation a cash payment in an amount
          equal to 2.99 times (A) the sum of his then Base Salary and
          the amount of his Bonus payment, if any (including the
          dollar value of the Restricted Stock issued to the Employee
          as additional Bonus under Section 5(c)), for the then most
          recently completed fiscal year, and (B) the then-current
          "value" of a pro rata portion of the annual Incentive
          Compensation awarded (or to be awarded) to the Employee
          under Section 5(a) and (b) (e.g., the "value" of 51,700
          shares of Restricted Stock [one-fifth of 103,500 shares and
          one-fourth of 124,000 shares] and 170,000 Stock Options),
          (ii) any Options that have not previously been granted to
          the Employee pursuant to the provisions of Paragraph 5 shall
          be granted effective as of the date of such termination or
          resignation to the Employee with an exercise price equal to
          the average closing price of the Employer's capital stock
          during the 15 trading days immediately prior to such date,
          and (iii) all Options and restricted stock awards granted to
          the Employee (including the Options granted pursuant to (ii)
          above) shall immediately vest. For purposes hereof, the
          "value" to be assigned to the Incentive Compensation under
          subsection (i)(B) shall be equal to (x) in the case of the
          51,700 shares of Restricted Stock, the product of the 30-day
          Average for the period ending on (and inclusive of) the day
          before the Change of Control, times 51,700, and (y) in the
          case of the 170,000 Stock Options, the product of (1) the
          difference between the weighted-average exercise price of
          such Stock Options awarded under Section 5(a) and the 30-day
          Average for the period ending on (and inclusive of) the day
          before the Change of Control, times (2) 170,000."

                                  3
<PAGE>

     (d) Section 10(c) of the Agreement shall be amended in its
entirety to read as follows:

          (a) For purposes of this Agreement, "Change in Control"
     shall be deemed to have occurred upon:

                    (i) Approval by the stockholders of the Employer
               of (x) a reorganization, merger, consolidation or other
               form of corporate transaction or series of
               transactions, in each case, other than a
               reorganization, merger or consolidation or other
               transaction which would result in the holders of the
               voting securities of the Employer outstanding
               immediately prior thereto holding securities which
               represent immediately after such transaction more than
               50% of the combined voting power of the voting
               securities of the Company or the surviving company or
               the parent of the surviving company, or (y) a
               liquidation or dissolution of the Employer or (z) the
               sale of all or substantially all of the assets of the
               Employer (unless such reorganization, merger,
               consolidation or other corporate transaction,
               liquidation, dissolution or sale is subsequently
               abandoned); or

     2. Effective Date. This Amendment shall be effective upon its
execution by the Company and the Employee.

     3. Counterparts. This Amendment may be executed in counterparts
and by different parties hereto in separate counterparts each of
which, when so executed and delivered, shall be deemed to be an
original and all of which, when taken together, shall constitute one
and the same instrument.

     4. No Other Modification. Except as otherwise expressly modified
by the terms and provisions of this Amendment, the Agreement shall
remain in full force and effect, and is hereby in all respects
confirmed and ratified by the parties hereto.

     5. References to Agreement. From and after the effective date
hereof, each reference in the Agreement to "this Agreement," "hereto,"
"hereunder" or words of like import, and all references to the
Agreement in any and all agreements, instruments, documents, notes,
certificates and other writings of every kind and nature shall be
deemed to mean the Agreement as modified and amended by this
Amendment.

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<PAGE>

     IN WITNESS WHEREOF, the Company and the Employee have executed
this First Amendment to Amended and Restated Employment Agreement as
of the date first written above.

                                      THE COMPANY:

                                      EQUITY ONE, INC



                                      By: /s/ DORON VALERO
                                          -----------------------------------
                                          Doron Valero
                                          President and Chief Operating Officer



                                      THE EMPLOYEE:



                                      /S/ CHAIM KATZMAN
                                      -------------------------
                                      Chaim Katzman




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</DOCUMENT>
