INLAND REAL ESTATE INCOME TRUST, INC. DIRECTOR DEFERRED COMPENSATION PLAN

EX-10.80 4 ck0001528985-ex1080_178.htm EX-10.80 ck0001528985-ex1080_178.htm

Exhibit 10.80

INLAND REAL ESTATE INCOME TRUST, INC.

DIRECTOR DEFERRED COMPENSATION PLAN

This Inland Real Estate Income Trust, Inc. Director Deferred Compensation Plan (the “Plan”) is adopted by Inland Real Estate Income Trust, Inc. (the “Company”) for the purpose of providing a deferred compensation arrangement to Directors of the Company who are not also employees of the Company and their Beneficiaries in consideration of services rendered to the Company and as an inducement for their continued services in the future.

ARTICLE I: DEFINITIONS

Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise, and the following definitions shall govern the Plan:

1.1.“Account” means the book entry account established under the Plan for each Participant who has made an Election with respect to Eligible Cash Compensation, to which there shall be credited such amounts as the Company shall determine in accordance with this Plan, including the Participant’s Credited Investment Return (Loss) determined under Article IV, and from which there shall be reduced by any distributions made to a Participant or Beneficiary.

1.2.“Applicable Laws” means the requirements relating to the administration of this Plan under state corporation laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Eligible Compensation will be deferred under this Plan.

1.3.“Automatic Grants” means automatic grants of Restricted Shares pursuant to Section 6.1 of the Restricted Share Plan.

1.4.“Award” shall have the meaning provided in the Restricted Share Plan.

1.5.“Award Agreement” shall mean a written agreement evidencing a grant of an Award under the Restricted Share Plan.

1.6.“Beneficiary” means those persons, trusts or other entities entitled to receive payments which may be payable hereunder upon a Participant’s death as determined under Article V.

1.7.“Benefit” means the amounts credited to a Participant’s Account pursuant to such Participant’s Election, plus or minus all Credited Investment Return (Loss).

1.8.“Board of Directors” or “Board” means the Board of Directors of the Company.

1.9.“Bylaws” means the bylaws of the Company, as amended or restated from time to time.

1.10.“Charter” means the charter of the Company, as amended or restated from time to time.

1.11.“Code” means the Internal Revenue Code of 1986, as amended from time to time.

1.12.“Company” means Inland Real Estate Income Trust, Inc.

1.13.“Credited Investment Return (Loss)” means the hypothetical investment return which shall be credited to the Participant’s Account pursuant to Article IV.

1.14.“Director” means a person elected or appointed and serving as a member of the Board in accordance with the Charter and the Maryland General Corporation Law.

1.15.“Distribution Date” means any date on which distribution of a Participant’s Account Benefit is made pursuant to Article IV and such Participant’s Election.

1.16.“Effective Date” means November 9, 2016.

1.17.“Election” means a written election to participate and to defer compensation by a Participant in such form and consistent with the terms of the Plan as the Company may prescribe from time to time.

1.18.“Eligible Cash Compensation” means annual Board or committee retainers and meeting fees payable in cash by the Company.

1.19.“Eligible Compensation” means Eligible Cash Compensation and Eligible Stock Compensation.

1.20.“Eligible Stock Compensation” means Automatic Grants and Other Grants under the Restricted Share Plan.

1.21.“Other Grants” means any awards of Restricted Shares to a Participant under the Restricted Share Plan other than Automatic Grants.

1.22.“Participant” means a Director of the Company who has made an election under the Plan.

1.23.“Plan” means this Inland Real Estate Income Trust, Inc. Director Deferred Compensation Plan, as it may be amended from time to time.

1.24.“Restricted Shares” shall have the meaning provided in the Restricted Share Plan.

1.25.“Restricted Share Plan” shall mean the Employee and Director Restricted Share Plan of Inland Real Estate Income Trust, Inc., as it may be amended from time to time.

1.26.“Restricted Share Unit” shall have the meaning provided in the Restricted Share Plan.

1.27.“Securities Act” means the Securities Act of 1933, as amended from time to time.

1.28.“Section 409A” means Section 409A of the Code and the regulations and guidance promulgated thereunder.

1.29.“Share Unit” means an unfunded right to receive one Share or an amount in cash having a Fair Market Value (as such term is defined in the Restricted Share Plan) of one Share at the time of payment. Share Units do not have voting rights.

1.30.“Shares” means the shares of common stock, $.001 par value per share, of the Company, and “Share” means one of those Shares.

ARTICLE II: ELIGIBILITY

2.1.Eligibility. Eligibility for participation in the Plan shall be limited to Directors of the Company. Directors shall be eligible to defer Eligible Compensation in accordance with this Plan and rules established by the Board. Each Director who becomes a Participant shall execute an Election in the form prescribed by the Company.

2.2.Cessation of Participation. Participation in the Plan shall continue until all of the payments to which the Participant is entitled thereunder have been paid in full. For purposes of any calendar year or other period as to which a deferral election relates, the substantive provisions of the Plan that are not specifically modified or amended in a manner permitted under Section 409A by the Board, whether pursuant to an amendment to the Plan or otherwise, shall continue to be applicable.

2.3.Deferral Elections Generally. To the extent permitted under Section 409A and other Applicable Laws, the Board may permit an Election by a Director with respect to Eligible Compensation for any calendar year or other specified period. The Board may, by rule or Election or otherwise, provide or permit an Election as to the amounts, timing and other provisions applicable to any deferral election of Eligible Compensation for any calendar year or other period to continue to apply to Eligible Compensation for future calendar years, without the requirement to make a new Election, unless changed in a timely manner in accordance with the requirements of Section 409A.

2.4.Time of Election of Deferral. Except as provided in the next sentence, an election to defer Eligible Compensation must be made before the year in which the Eligible Compensation is earned. To the extent permitted under Section 409A, the Board may permit a Director, in his or her first year of eligibility for the Plan, to make a deferral election within 30 days of first becoming eligible, provided that such a deferral election may relate only to Eligible Compensation attributable to the period following the deferral election. Any change to an Election may be effective only with regard to Eligible Compensation earned commencing with the next calendar year and only to the extent permitted without penalty in accordance with the requirements of Section 409A.

ARTICLE III: DEFERRAL OF ELIGIBLE STOCK COMPENSATION

3.1.Generally. To the extent that any Eligible Stock Compensation is subject to an Election, the Company shall make a grant of Restricted Share Units under the Restricted Share

Plan providing for the delivery of Shares, cash, or a combination thereof, as determined by the Board, consistent with the Election and the Restricted Share Plan, and as set forth in the applicable Award Agreement.

3.2.Restricted Stock Units. The number of Shares underlying Restricted Share Units granted in accordance with Section 3.1 of this Plan will be equal to the aggregate dollar amount subject to the Election, without interest, divided by the Fair Market Value (as such term is defined in the Restricted Share Plan) on the date of grant, subject to adjustment in accordance with the Restricted Share Plan.

3.3.Date of Grant. Except as otherwise determined by the Board, Restricted Share Units issued in respect of Eligible Stock Compensation will be granted on the same date that the Eligible Stock Compensation would have been granted if granted in Restricted Shares and no Election were made.

3.4.Vesting. Restricted Share Units issued in respect of Eligible Stock Compensation deferred pursuant to this Plan and a timely Election shall be subject to the vesting schedule, if any, as set forth in the applicable Award Agreement. Except as otherwise determined by the Board in advance of the Election deadline, the Award Agreement shall provide for vesting of the Restricted Share Units on the same terms and schedule as the underlying Eligible Stock Compensation would have otherwise been subject if granted in Restricted Shares and no Election were made.

3.5.Timing of Payment. The vested portion of a Participant’s Restricted Share Units shall be payable in accordance with the terms of the applicable Award Agreement. Except as otherwise determined by the Board in advance of the Election deadline, the Award Agreement shall provide for payment of the Restricted Share Units in accordance with the Participant’s Election.

3.6.Method of Payment. Except as otherwise determined and/or permitted by the Board, the applicable Award Agreement shall provide that Restricted Share Units issued in respect of Eligible Stock Compensation, to the extent vested, shall be paid in Shares under the Restricted Share Plan.

ARTICLE IV: DEFERRAL OF ELIGIBLE CASH COMPENSATION

4.1.Establishment of Accounts. The Company shall cause an Account to be kept in the name of each Participant and each Beneficiary of a deceased Participant who has made an Election with respect to Eligible Cash Compensation, which shall reflect the value of such Participant’s Benefit, as adjusted from time to time to reflect Credited Investment Return (Loss).

4.2.Crediting of Accounts. Except as otherwise determined by the Board, the Company shall credit to each Participant’s Account a notional amount equal to the gross amount of the Eligible Cash Compensation deferred under the Plan.

4.3.Vesting. Except as otherwise determined by the Board in advance of the Election deadline, amounts credited to an Account in respect of Eligible Cash Compensation (and the earnings (losses) credited thereon) shall be 100% vested.

4.4.Credited Investment Return (Loss). Except as otherwise determined by the Board, the Account shall not be credited with any earnings (or losses) and shall not accrue interest; provided, that the Company may permit an Account to be credited with earnings (or losses) in respect of Share Units.

4.5.Adjustments for Share Splits and Similar Corporate Events. Amounts credited to a Participant’s Account in the form of Share Units (if any) shall be equitably adjusted for changes in the capitalization of the Company, including without limitation by reason of a Share split or reverse Share split, in the manner and to the extent determined to be appropriate by the Board.

4.6.Timing of Distribution. The vested portion of a Participant’s Account shall be paid (or payment shall commence) in accordance with the terms of the Participant’s Election.

4.7.Method of Distribution. Except as otherwise determined by the Board and/or as elected by a Participant pursuant to an Election permitted by the Board, all payments from a Participant’s Account shall be made in cash; provided, however, that if and to the extent a payment is made in Shares, then (a) the number and/or value of such Shares shall be determined using the Fair Market Value (as defined in the Restricted Share Plan) of a Share on the date immediately preceding the Distribution Date and (b) the Shares shall be issued under the Restricted Share Plan or another shareholder approved equity compensation plan.

ARTICLE V: BENEFICIARIES

5.1.Designation of Beneficiary. The Participant shall have the right to designate, on such form as may be prescribed by the Company, a Beneficiary to receive any payments due under Article III or Article IV which may remain unpaid at the Participant’s death and shall have the right at any time to revoke such designation and to substitute another such Beneficiary.

5.2.No Designated Beneficiary. If, upon the death of the Participant, there is no valid designation of a Beneficiary, the Beneficiary shall be the Participant’s estate.

ARTICLE VI: ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Board. The Board has sole discretion to interpret the Plan and to determine all questions arising in the administration, interpretation, and application of the Plan. The Board’s powers include the power, in its sole discretion and consistent with the terms of the Plan, to determine who is eligible to participate in this Plan, to determine the eligibility for and the amount of benefits payable under the Plan, to establish rules for determining when and how elections can be made, to adopt any rules relating to administering the Plan and to take any other action it deems appropriate to administer the Plan. The Board may delegate its authority hereunder to one or more officers of the Company. Whenever payments are to be made under this Plan, such payments shall be made consistent with the terms of the applicable Award Agreement and the Election, as applicable, and no interest shall be paid on such amounts for any reasonable delay in making the payments. The Board’s decisions under the Plan shall be final and binding on all Participants, as well as the Participant’s heirs, assigns, administrator, executor, and any other person claiming through the Participant. This Plan shall be interpreted and administered in a manner that complies with Section 409A.

ARTICLE VII: MISCELLANEOUS

7.1.The right of a Participant or his or her designated Beneficiary to receive a distribution hereunder shall be an unsecured claim against the general assets of the Company, and neither the Participant nor a designated Beneficiary shall have any rights in or against any specific assets of the Company. This Plan shall not be construed to require the Company to fund, prior to payment, any amounts payable under this Plan.

7.2.If, in the Company’s opinion, a Participant or Beneficiary for any reason is unable to handle properly any Awards or other payments payable to him or her under the Plan, then the Company may make such arrangements which it determines to be beneficial to such Participant or Beneficiary, to the extent such arrangements have not been made by such Participant or Beneficiary, for the distribution of such Award or payment, including (without limitation) the distribution of such Award or payment to the guardian, conservator, spouse or dependent(s) of such Participant or Beneficiary.

7.3.The right of any Participant, any Beneficiary, or any other person to the payment of any amounts under this Plan shall not be assigned, transferred, pledged or encumbered.

7.4.This Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Participant and his or her heirs, executors, administrators and legal representatives.

7.5.Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the service of the Company as a Director. Nothing in this Plan or any Award or Benefits shall in any way interfere with or limit the right of the Company, or any affiliate of the Company, to terminate any Participant’s status as a Director at any time, as applicable, or confer upon any Participant any right to continue in the service of the Company or any affiliate of the Company.

7.6.If the Company, the Participant, any Beneficiary, or a successor in interest to any of the foregoing, brings legal action to enforce any of the provisions of this Plan, the prevailing party in such legal action shall be reimbursed by the other party for the prevailing party’s costs of such legal action including, without limitation, reasonable fees of attorneys, accountants and similar advisors and expert witnesses.

7.7.This Plan shall be governed and construed in accordance with the laws of the State of Maryland (regardless of the law that might otherwise govern under applicable principles of conflict of laws).

7.8.This Plan constitutes the entire understanding and agreement with respect to the subject matter contained herein, and there are no agreements, understandings, restrictions, representations or warranties among a Participant and the Company other than those set forth or provided for herein.

7.9.If any provision of this Plan is held to be illegal or invalid for any reason, that illegality or invalidity shall not affect the remaining portions of this Plan, but such provision shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid

provision had never been included in this Plan. Such an illegal or invalid provision shall be replaced by a revised provision that most nearly comports to the substance of the illegal or invalid provision. If any of the terms or provisions of this Plan or any Election conflict with the requirements of Applicable Laws, those conflicting terms or provisions shall be deemed inoperative to the extent they conflict with Applicable Law. In the event of any conflict or ambiguity between an Election and the Plan, the terms of the Plan shall govern.

7.10.No person constituting, or member of the group constituting, the Board shall be liable for any act or omission on such person’s part, including but not limited to the exercise of any power or discretion given to such member under this Plan, except for those acts or omissions resulting from such member’s gross negligence or willful misconduct. The Company shall indemnify each present and future person constituting, or member of the group constituting, the Board against, and each person or member of the group constituting the Board shall be entitled without further act on his or her part to indemnity from the Company for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by such person in connection with or arising out of any action, suit or proceeding to the fullest extent permitted by law and by the Charter and Bylaws of the Company.

7.11.The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. In addition, on the occurrence of any event with respect to any Eligible Compensation deferred pursuant to this Plan that requires the Company to withhold taxes, the Participant shall make arrangements satisfactory to the Company whereby such taxes may be paid. The Board may permit any such statutory withholding obligation with regard to any Participant to be satisfied by reducing the number of Shares otherwise deliverable or by delivering Shares already owned, if applicable.

7.12.The Board may at any time amend, suspend or discontinue this Plan, provided that such amendment, suspension or discontinuance meets the requirements of Applicable Laws, including without limitation, any applicable requirements for stockholder approval. Notwithstanding the above, an amendment, suspension or discontinuation shall not be made if it would substantially impair the rights of any Participant under any Award or Benefits previously granted in connection with a deferral of Eligible Compensation elected by a Director pursuant to this Plan, without the Participant’s consent, except to conform this Plan and any Awards or Benefits granted in connection with this Plan to the requirements of Applicable Laws.

ARTICLE VIII: SECTION 409A

8.1.Although the Company does not guarantee the particular tax treatment of any Award or Benefits in connection with a deferral of Eligible Compensation under the Plan, such Awards and Benefits are intended to comply with, or be exempt from, the applicable requirements of Section 409A and the Plan and any Election made hereunder shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be

imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A.

8.2.Notwithstanding anything in the Plan or in an Election to the contrary, the following provisions shall apply to any Award or Benefits in connection with a deferral of Eligible Compensation under the Plan that constitute “non-qualified deferred compensation” pursuant to Section 409A. A termination of service shall not be deemed to have occurred for purposes of any provision of this Plan or an Election providing for payment upon or following a termination of the Participant’s service unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding any provision to the contrary in the Plan or the Election, if the Participant is deemed on the date of the Participant’s termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Section 409A, then with regard to any payment due upon a “separation from service,” to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment shall not be made prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service,” and (ii) the date of the Participant’s death. All payments delayed pursuant to this Section 8.2 shall be paid to the Participant on the first day of the seventh month following the date of the Participant’s “separation from service” or, if earlier, on the date of the Participant’s death. Whenever an Election specifies a payment period without reference to a particular date, the actual date of payment within the specified period shall be within the sole discretion of the Company.

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To record the adoption of the Plan, the Company has caused its authorized officer to execute the same, effective as of the 9th day of November, 2016.

INLAND REAL ESTATE INCOME TRUST, INC.

By:/s/ Mitchell A. Sabshon
Name:Mitchell A. Sabshon
Its:Chief Executive Officer