Developers Diversified Realty Corporation Directors' Deferred Compensation Plan (Amended and Restated November 8, 2000)

Summary

This agreement establishes a deferred compensation plan for outside directors of Developers Diversified Realty Corporation. Eligible directors may choose to defer receipt of their fees, which are credited to an account and adjusted based on the company's share value and dividends. Directors can select when and how they receive distributions, subject to certain age limits. The plan outlines procedures for death, disability, and beneficiary designation, and specifies that benefits cannot be assigned or transferred. The Board of Directors retains the right to amend or terminate the plan at any time.

EX-10.11 2 l86783aex10-11.txt EXHIBIT 10.11 1 EXHIBIT 10.11 DIRECTORS' DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED ON NOVEMBER 8, 2000) DEVELOPERS DIVERSIFIED REALTY CORPORATION (the "Company") desires to establish a Directors' Deferred Compensation Plan (the "Plan") to assist it in attracting and retaining persons of competence and stature to serve as outside directors by giving them the option of deferring receipt of the fees payable to them by the Company for their services as directors. Therefore, the Company hereby adopts the Plan as hereinafter set forth: 1. EFFECTIVE DATE. The Plan shall apply to all elections to defer made after its adoption and shall be applicable to all directors' fees payable with respect to periods commencing with the Company's fiscal quarter which began April 1, 1994. 2. PARTICIPATION. Each director of the Company (a) who is duly elected to the Company's Board of Directors and (b) who receives fees for services as a director, may elect to defer receipt of fees otherwise payable to him, as provided for in the Plan. Each such director who elects to defer fees shall be a Participant in the Plan. 3. ADMINISTRATION. The Company's Board of Directors appoints David M. Jacobstein and James A. Schoff, directors and officers of the Company who are not eligible to become Participants, to act as the Administrators of the Plan ("Administrators"). They shall serve at the pleasure of the Board of Directors and shall administer, construe and interpret the Plan. The Administrators shall not be liable for any act done or determination made in good 2 faith. The Board of Directors shall have the power to designate additional or replacement Administrators at its discretion. 4. DEFERRALS. (a) DEFERRAL ELECTION. Any eligible director may file with the Company, and/or the Administrators of the Plan, an election in writing to participate in the Plan with respect to fees for services to be rendered after the date of such election. When a deferral election is filed, no fees will be paid for services so designated for the year (or portion thereof) and all succeeding years. If an election has been filed to participate in the Plan and a Participant wishes to discontinue deferral of future fees, an election to terminate participation in the Plan for any year must be filed prior to January 1 of that year. (b) ACCOUNTING. Appropriate records shall be maintained by the Company ("Deferral Accounts") which shall list and reflect each Participant's credits and valuations. The Company shall credit to each Participant's Deferral Account an amount equivalent to the fees that would have been paid to him if he had not elected to participate in the Plan. The credit shall be made on the date on which the fee would have been paid absent a deferral election. No funds shall be segregated into the Deferral Accounts of Participants; said Accounts shall represent general unsecured obligations of the Company. (c) VALUATION. Until the first distribution to a Participant, amounts credited to a Deferral Account of such Participant shall be increased or decreased as measured by the market value of the Company's Common Shares plus the value of dividends or other distributions on the -2- 3 Company's Common Shares. Each amount credited to a Deferral Account shall be assigned a number of Share Units (including fractions of a Share) determined by dividing the amount credited to the Deferral Account, whether in lieu of payment of fees for service as a director or as a dividend or other distribution attributable to such Share Units, by the fair market value of share of the Company's Common Shares on the date of credit. Fair market value shall be the mean between the high and low selling price of a share of the Company's Common Shares on the New York Stock Exchange on the concerned date or, if no sales occurred on such date, on the most recent preceding date on which sales occurred. Each Share Unit shall have the value of a Common Share of the Company. The number of Share Units shall be adjusted to reflect stock splits, stock dividends or other capital adjustments effected without receipt of consideration by the Company. 5. DISTRIBUTION. A Participant shall elect in writing, at the time he makes each deferral election under subparagraph 4(a), the date on which distribution of the credits to his Deferral Account to which the deferral election relates shall commence and the method of distribution, as permitted hereunder. In the event a Participant continues to serve as a director of the Company on the date two years prior to the date distributions are to commence, such Participant may elect on or before such date in writing to defer further the commencement of distributions hereunder. Payment shall commence not earlier than the January 1 following the year in which the Participant attains age 55, and not later than the January 1 following the year in which the Participant attains age 72. Commencing immediately prior to the first distribution to a Participant and -3- 4 continuing thereafter, amounts credited to the Deferral Account of such Participant shall be credited with interest, compounded quarterly, calculated at a rate per annum equal to the prime rate of interest as published in THE WALL STREET JOURNAL in effect on the first day of each fiscal quarter of the Company. Payment may be made in one lump sum, or five or ten equal annual installments of the Deferral Account balance allocated to such installment payments determined as of the December 31 immediately preceding commencement of distribution, with each payment accompanied by any interest credited during the period proceeding payment of the installment. The time of and method of distribution of benefits may vary with each separate election, but except as otherwise provided herein, each election shall be irrevocable. The Deferral Accounts do not represent rights to acquire the Company's Common Shares; payment shall only be made in cash. 6. DEATH OR DISABILITY. (a) In the event a Participant's service is terminated by reason of death or disability prior to the distribution of any portion of his benefits, the Company shall, within ninety (90) days of the date of service termination, commence distribution of benefits to the Participant (or to the beneficiary or beneficiaries in the event of death). Distribution shall be made in accordance with the method of distribution elected by the Participant pursuant to paragraph 5 hereof. In the event a Participant's death or disability occurs after distribution of benefits hereunder has begun, the Company shall continue to make distributions to the Participant (or to the beneficiary or beneficiaries in the event of death) in accordance with the methods of distribution elected by the Participant pursuant to paragraph 5 hereof. -4- 5 (b) Each Participant shall have the right to designate one or more beneficiaries to receive distributions in the event of the Participant's death by filing with the Company a beneficiary designation on a form provided. The designated beneficiary or beneficiaries may be changed by a Participant at any time prior to his death by the delivery to the Company of a new beneficiary designation form. If no beneficiary shall have been designated, or if no designated beneficiary shall survive the Participant, distribution pursuant to this provision shall be made to the Participant's estate. 7. ASSIGNMENT AND ALIENATION OF BENEFITS. The right of each Participant to any account, benefit or payment hereunder shall not, to the extent permitted by law, be subject in any manner to attachment or other legal process for the debts of such Participant; and no account, benefit or payment shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance. 8. AMENDMENT OR TERMINATION. The Board of Directors of the Company may amend or terminate this Plan at any time and from time to time. Any amendment or termination of this Plan shall not affect the rights of a Participant accrued prior thereto without his written consent. 9. TAXES. The Company shall not be responsible for the tax consequences under federal, state or local law of any election made by any Participant under the Plan. All payments under the Plan shall be subject to withholding and reporting requirements to the extent permitted by applicable law. 10. APPLICABLE LAW. This Plan shall be interpreted under the laws of the State of Ohio. -5- 6 IN WITNESS WHEREOF, the Company has caused this Plan, as amended and restated, to be executed by its President this 8th day of November, 2000. DEVELOPERS DIVERSIFIED REALTY CORPORATION BY: /s/ David M. Jacobstein ----------------------- David M. Jacobstein, President and Chief Operating Officer -6-