exv10w2xcy



 





EXHIBIT 10.2.c




AMENDMENT NO. 2

TO THE

2005 CEDAR SHOPPING CENTERS, INC.

DEFERRED

COMPENSATION PLAN




               WHEREAS, Cedar Shopping Centers, Inc. (the “Company”) has adopted the 2005 Cedar Shopping
Centers, Inc. Deferred Compensation Plan (the “Plan”); and




               WHEREAS, Section 8.1 of the Plan generally permits the Board of Directors of the Company to
amend the Plan; and




               WHEREAS, the Board of Directors of the Company now desires to amend the Plan as set forth
below;




               NOW, THEREFORE, the Plan is hereby amended as follows:





	1.	 	The following definition of “Code Section 409A” is hereby added to Section 1.1 of the Plan:






“Code Section 409A” shall mean Section 409A of the Code,
including any proposed or final regulations issued thereunder and
the preambles thereof, and any guidance issued by the Internal
Revenue Service thereunder, in each case, as amended and any
successor thereto.”




	2.	 	Section 3.1(a) of the Plan is hereby amended by adding the following sentence at the end
thereof:






“For the avoidance of doubt, to the extent that a portion of a
Participant’s Compensation that is earned during the final payroll
period of a Plan Year (the “First Plan Year”) is not paid until the
subsequent Plan Year (the “Second Plan Year”) due only to the normal
payroll practices of the Company (the “Final Payroll Compensation”),
any Compensation Deferral election made with respect to the
Participant’s Compensation earned during the First Plan Year shall
not apply to the Participant’s Final Payroll



 









 







Compensation earned during the First Plan Year, and only a
Compensation Deferral election made with respect to the
Participant’s Compensation earned during the Second Plan Year shall
apply to a Participant’s Final Payroll Compensation earned during
the First Plan Year.”




	3.	 	The first sentence of Section 4.2 of the Plan is hereby deleted and replaced in its entirety
as follows:






“Except as hereinafter provided, an amount equal to the Dividends
paid on the number of Share units allocated to a Participant’s Share
Deferral Account shall be paid to the Participant as soon as
practicable after such Dividends are received by the Trustee;
provided, however, that a Participant may elect to have all or a
portion of the Dividends that would be payable to him deferred under
the Plan and allocated to the Participant’s Cash Deferral Account,
by completing a Dividend Deferral Election form provided by the
Administrator (i) no later than December 31st of the Plan Year
preceding the Plan Year during which the Dividends were paid by the
Company, or (ii) in the case of an individual who first becomes an
employee or director of the Company during a Plan Year, an election
to defer his Dividends (if any) that are paid during such Plan Year
(after the date he makes such an election) may be made within thirty
(30) days of his becoming a Participant, or (iii) if the Dividend
Deferral Election refers to Dividends to be paid with respect to
Shares awarded as part of a Share Bonus and with respect to which
the Participant makes a Share Bonus Deferral election, such Dividend
Deferral Election may be made within the same timeframe and with
respect to such portion of the Share Bonus as the Share Bonus
Deferral may be made under Section 4.1(a)(ii).”




	4.	 	Section 5.1 of the Plan is hereby amended by adding the following two sentences at the end
thereof:






“If a Participant makes an election under the Plan to receive a
distribution in installments (and such election is approved by the
Administrator), the Participant shall be deemed to have elected to
receive such installment payments as a “series of separate payments”
for purposes of Code Section 409A. Notwithstanding any other
provision of the Plan to the contrary, each Participant in the Plan
as of December 11, 2007, shall be entitled to elect (in the form and
manner and within such time period as prescribed by the
Administrator in accordance with the transition guidance set forth
in Code Section 409A) a new time and form of payment of any amounts
previously deferred under the Plan pursuant to the Participant’s
then outstanding deferral elections.”



 









 






	5.	 	Section 5.2(a) of the Plan is hereby amended by adding the following sentence at the end
thereof:






“For purposes of this Section 5.2(a) only, a Participant’s
“termination of employment” with the Company will only be deemed to
have occurred if the Participant’s termination of employment with
the Company constitutes a “separation from service” with the Company
for purposes of Code Section 409A.”




	6.	 	Section 5.2(b) of the Plan is hereby deleted and replaced in its entirety as follows:






“Except as provided below, distributions to a Participant from the
Participant’s Cash Deferral Account shall be made in a single,
lump-sum distribution as soon as is practical after the payment date
set forth in Section 5.2(a) hereof. Notwithstanding the foregoing,
with respect to a distribution from a Participant’s Cash Deferral
Account, a Participant may instead elect (in the same form and
manner and within the same prescribed time periods as provided in
Section 5.2(a)) to receive such distribution from the Participant’s
Cash Deferral Account in quarterly installments, commencing as of
the first business day in January coincident with or immediately
following the Original Cash Distribution Date (or the Deferred Cash
Distribution Commencement Date, if applicable) and continuing over a
period of not more than eighty (80) calendar quarters. The first
quarterly installment shall be in an amount equal to the value of
the Participant’s Cash Deferral Account (determined in accordance
with Section 3.2 hereof) as of the first business day in January
coincident with or immediately following the Original Cash
Distribution Date (or the Deferred Cash Distribution Commencement
Date, if applicable), divided by the total number of calendar
quarters over which the Participant elected for such quarterly
installments to be paid. Each quarterly installment thereafter
shall be made on the first business day of each subsequent calendar
quarter in an amount equal to the value of the Participant’s Cash
Deferral Account as of such date, divided by the remaining number of
calendar quarters over which the Participant elected for such
quarterly installments to be paid.”




	7.	 	Section 5.3(b) of the Plan is hereby deleted and replaced in its entirety as follows:






“Except as provided below, distributions to a Participant from a
Participant’s Share Deferral Account shall be made in a single,
lump-sum distribution as soon as is practical after the payment date
set forth in Section 5.3(a) hereof. Notwithstanding the foregoing,
with respect to a distribution from a Participant’s Share Deferral
Account, a Participant may instead elect (in the same form and
manner and within the same prescribed time periods as provided in



 









 







Section 5.3(a)) to receive such distribution from the Participant’s
Share Deferral Account in quarterly installments, commencing as of
the first business day in January coincident with or immediately
following the Original Share Distribution Date (or the Deferred
Share Distribution Commencement Date, if applicable) and continuing
over a period of not more than eighty (80) calendar quarters. The
first quarterly installment shall be in an amount equal to the value
of the Participant’s Share Deferral Account (determined in
accordance with Section 4.4 hereof) as of the first business day in
January coincident with or immediately following the applicable
Original Share Distribution Date (or the Deferred Share Distribution
Commencement Date, if applicable), divided by the total number of
calendar quarters over which the Participant elected for such
quarterly installments to be paid. Each quarterly installment
thereafter shall be made on the first business day of each
subsequent calendar quarter in an amount equal to the value of the
Participant’s Share Deferral Account as of such date, divided by the
remaining number of calendar quarters over which the Participant
elected for such quarterly installments to be paid.”




	8.	 	The last two sentences of Section 5.4 of the Plan are hereby deleted and replaced in their
entirety as follows:






“The amount that may be so distributed shall not exceed the amount
determined by the Administrator in accordance with Code Section 409A
to be reasonably necessary to satisfy the Financial Hardship. For
purposes of this Section 5.4, “Financial Hardship” shall mean a
severe financial hardship to the Participant resulting from sudden
and unexpected illness or injury of the Participant (or of any
dependent of the Participant), loss of the Participant’s property
due to unexpected casualty, or other similar extraordinary and
unforeseeable circumstances arising out of events beyond the
Participant’s control, all as determined by the Administrator in
good faith, but only to the extent such “Financial Hardship” would
constitute an “unforeseeable emergency” for purposes of Code Section
409A.”




	9.	 	The first sentence of Section 8.2 of the Plan is hereby deleted and replaced in its entirety
as follows:






“Notwithstanding Section 8.1, in the event of a Change in Control
which constitutes a “change in control event” for purposes of Code
Section 409A, the Board of Directors may terminate the Plan.”




	10.	 	Section 8.2 of the Plan is hereby amended by adding the following sentence at the end
thereof:




 









 












“To the extent a Participant is entitled to receive a Tax Gross-Up
Payment under this Section 8.2, the Company shall be required to pay
such Tax Gross-Up Payment to the Participant no later than the last
day of the Participant’s taxable year next following the
Participant’s taxable year in which the related taxes are remitted
to the applicable taxing authority.”




	11.	 	Section 9.7 of the Plan is hereby amended by adding the following at the end thereof:






“The Participant shall be entitled to reimbursement by the Company
for any such reimbursable legal expenses incurred by the Participant
at any time during the Participant’s lifetime. The Company shall
reimburse the Participant for any such incurred reimbursable legal
expense as soon as is practicable, and in no event later than the
last day of the Participant’s taxable year following the taxable
year in which the expense was incurred. The amount of such legal
expenses that will be eligible for reimbursement during any
particular taxable year of the Participant shall have no affect on
the amount of such legal expenses that will be eligible for
reimbursement in any subsequent taxable year of the Participant.
The Participant’s right to reimbursement hereunder shall not be
subject to liquidation or exchange for another benefit.”




	12.	 	This Amendment shall be effective as of December 1, 2007.
	 
	13.	 	Except to the extent hereinabove set forth, the Plan shall remain in full force and effect.





               IN WITNESS WHEREOF, the Board of Directors of the Company has caused this Amendment to be
executed by a duly authorized officer of the Company this 11th day of December, 2007.




	 	 	 	 	 
	 	CEDAR SHOPPING CENTERS, INC.

 	 
	 	By:  	/s/ LEO S. ULLMAN
 	 
	 	 	Name:  	Leo S. Ullman 	 
	 	 	Title:  	President