DEVELOPERS DIVERSIFIED REALTY CORP
EX-10.1  PERFORM. UNITS AGMT/COMPANY & JACOBSTEIN
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<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>l93838aex10-1.txt
<DESCRIPTION>EX-10.1  PERFORM. UNITS AGMT/COMPANY & JACOBSTEIN
<TEXT>
<PAGE>
                                                                    Exhibit 10.1


                           PERFORMANCE UNITS AGREEMENT
                           ---------------------------

Developers Diversified Realty Corporation, an Ohio corporation (the "Company"),
has granted to David M. Jacobstein (the "Grantee"), 20,000 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 1998 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 or the equivalent amount of cash, at the
Company's option, relating to the initial 20,000 common shares, based on
Annualized Total Shareholder Return (as defined below) from the period beginning
January 1, 2002 and ending December 31, 2006 (the "Measurement Period") as
indicated below:

         Annualized Total                           Common Shares

         Shareholder Return                            Awarded
         --------------------------------------------------------
           Not Applicable                               20,000
                11%                                     26,667
                12%                                     33,333
                13%                                     46,667
                14%                                     60,000
                15%                                     73,333
                16%                                    100,000
                18%                                    133,333

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 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. VESTING. The Common Shares into which the Performance Units are
converted (the "Common Share Award") will not be transferable by the Grantee and
will be subject to forfeiture, in whole or in part, if the Grantee is not
continuously employed by the Company or any Subsidiary or Affiliate until the
date (each date, the applicable "Vesting Date") set forth below. If the Grantee
has been continuously employed by the Company or any Subsidiary or Affiliate,
the Common Shares shall become transferable, subject to Section 3 herein and be
no longer subject to forfeiture as follows:

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         Vesting Date                      No. of Shares Vesting
         -------------------------------------------------------

         January 1, 2007                   20,000 Common Shares

         January 1, 2008                   20% of the Common Share Award
                                           remaining after the initial
                                           20,000 Common Shares have vested

         January 1, 2009                   an additional 20% of the Common Share
                                           Award remaining after the initial
                                           20,000 Common Shares have vested

         January 1, 2010                   an additional 20% of the Common Share
                                           Award remaining after the initial
                                           20,000 Common Shares have vested

         January 1, 2011                   an additional 20% of the Common Share
                                           Award remaining after the initial
                                           20,000 Common Shares have vested

         January 1, 2012                   the final 20% of the Common Share
                                           Award remaining after the initial
                                           20,000 Common Shares have vested

Prior to each Vesting Date, any unvested portion of the Common Share Award to be
awarded in common shares will be treated as restricted Common Shares (the
"Restricted Shares") and certificates representing the Restricted Shares, if
any, will be issued in the name of the Grantee, but held by the Company until
the Vesting Date. The purchase price of the Restricted Shares, if any, is $-0-.
The Grantee agrees to execute and deliver a stock power with respect to any
Restricted Shares for the purpose of transferring back to the Company any
Restricted Shares that do not become vested. The Company will deliver the
certificates representing the applicable portion of the Common Share Award to
the Grantee within a reasonable period of time after the respective Vesting
Date.

In the event of the Grantee's death or "permanent disability" prior to December
31, 2011, any Restricted Shares that exist on the date of such death or
permanent disability will be governed by Sections 7(b)(8) and 7(b)(9) of the
Plan. In the event of a "change in control" prior to December 31, 2011, any
Restricted Shares that exist on the date of such change in control will be
governed by Section 11(a)(3) of the Plan.

Section 3. TRANSFERABILITY. Prior to the end of the Measurement Period, the
Performance Units will not be transferable by the Grantee and, after the
Measurement Period but prior to the applicable Vesting Date, the Restricted
Shares will not be transferable by the Grantee. Thereafter, the vested portions
of the Common Share Award will be transferable by the Grantee in accordance with
any applicable Federal and State laws and subject to the relevant restrictions
on transfer included in Section 6 of this Agreement.

Section 4. TERMINATION OF EMPLOYMENT. If, prior to January 1, 2007, the Company
terminates the employment of the Grantee with or without "cause", as defined in
the Employment Agreement



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<PAGE>

between the Company and the Grantee, dated April 21, 1999, as amended from time
to time, the Grantee shall be entitled to receive on the date on which the
Grantee's employment terminates, 20,000 Common Shares or the equivalent amount
of cash, at the Company's option, reduced by the number of Common Shares that
have previously vested under Section 2 of this Agreement, or the equivalent
amount of cash. It is agreed that, except as provided in the preceding sentence,
the Grantee is only entitled to receive the annualized Total Shareholder Return
on the Performance Units if employed by the Company or any Subsidiary or
Affiliate during the entire Measurement Period and that the Grantee will forfeit
any Restricted Shares that exist on the date that the Grantee ceases to be
employed by the Company for any reason other than in the event of death,
permanent disability or change in control as set forth in Section 2 of this
Agreement.

Section 5. SHAREHOLDER RIGHTS AND RESTRICTIONS. Except with regard to the
disposition of Restricted Shares, the Grantee will generally have all rights of
a shareholder with respect to the Restricted Shares from the date of grant,
including, without limitation, the right to receive dividends with respect to
such Restricted Shares and the right to vote such Restricted Shares.



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<PAGE>

Section 6. LEGEND. The Grantee is aware that the Restricted Shares have not been
registered under the Securities Act of 1933, as amended, nor have they been
registered under any state securities law. The Grantee agrees to the imprinting
of a legend on the certificate representing the Restricted Shares to the
following effect:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
     UNDER APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
     FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
     DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
     OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT, OR
     UNDER RELEVANT STATE SECURITIES LAWS, IS IN EFFECT AS TO THESE SECURITIES,
     OR (II) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION,
     THAT AN EXEMPTION THEREFROM IS AVAILABLE. THIS CERTIFICATE MUST BE
     SURRENDERED TO THE CORPORATION OR ITS TRANSFER AGENT AS A CONDITION
     PRECEDENT TO THE SALE, PLEDGE OR OTHER TRANSFER OF ANY INTEREST IN ANY
     SECURITIES REPRESENTED BY THIS CERTIFICATE."

                                  DEVELOPERS DIVERSIFIED REALTY CORPORATION

DATE OF GRANT:

January 2, 2002                   By: /s/ Scott A. Wolstein
                                      ------------------------------------------
                                      Scott A. Wolstein, Chief Executive Officer



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                             ACCEPTANCE OF AGREEMENT
                             -----------------------

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.


                                   /s/ David M. Jacobstein
                                   ---------------------------------------------
                                   David M. Jacobstein
                                   Grantee's Social Security Number: ###-##-####
                                                                     -----------



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