EXHIBIT 10.8 W. P. CAREY & CO. LLC
DEFERRED COMPENSATION PLAN FOR EMPLOYEES EFFECTIVE DECEMBER 16,
2008 W. P. CAREY & CO. LLC DEFERRED COMPENSATION PLAN FOR
EMPLOYEES TABLE OF CONTENTS
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SECTION NUMBER TITLE PAGE -------
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---- PREAMBLE ARTICLE I DEFINITIONS 1.1 Account 1 1.2 Affiliate
1 1.3 Beneficiary 1 1.4 Board 1 1.5 Committee 1 1.6 Company 2 1.7
Company Share Fund Option 2 1.8 Deferral Commitment 2 1.9 Deferral
Election 2 1.10 Disability 2 1.11 Effective Date 2 1.12 Elective
Deferred Compensation 2 1.13 Employer 2 1.14 Enrollment Period 2
1.15 Internal Revenue Code 2 1.16 Key Employee 2 1.17 Participant 3
1.18 Plan 3 1.19 Plan Year 3 1.20 Retirement 3 1.21 Separation From
Service 3 1.22 Standard Distribution Account 3 1.23 Unforeseeable
Emergency 3 1.24 Valuation Date 3 1.25 Variable Fund Options
3
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ARTICLE II ADMINISTRATION 2.1 Administrator
4 2.2 Powers and Duties 4 2.3 Procedures 5 2.4 Limitation of
Liability 5 2.5 Claims Procedure 5 ARTICLE III PARTICIPATION AND
DEFERRAL COMMITMENTS 3.1 Eligibility and Participation 5 3.2
Duration of Deferral Commitment 6 3.3 Basic Forms of Deferral 6 3.4
Termination of Deferral Commitments on Unforeseeable Emergency 6
3.5 Commencement of Deferral Commitment 6 ARTICLE IV DEFERRED
COMPENSATION ACCOUNTS 4.1 Accounts 7 4.2 Elective Deferred
Compensation 7 4.3 Notional Earnings and Losses 7 4.4 Valuation of
Accounts 7 4.5 Vesting of Accounts 8 4.6 Statement of Accounts 8
4.7 Company Share Fund Option 8 ARTICLE V PLAN BENEFITS 5.1
Standard Distribution Account Benefit 9 5.2 Form of Benefit Payment
Upon Separation From Service 11 5.3 Survivor Benefits 11 5.4
Unforeseeable Emergency 12 5.5 Disability 12 5.6 Valuation and
Settlement 13 5.7 Distributions From General Assets 13 5.8
Withholding and Payroll Taxes 13 5.9 Payment to Guardian 13 5.10
Small Benefit 13 5.11 Notices and Elections 13
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ARTICLE VI DESIGNATION OF BENEFICIARY 6.1
Designation of Beneficiary 14 6.2 Failure to Designate Beneficiary
14 ARTICLE VII FORFEITURES TO COMPANY 7.1 Distribution of
Participant's Interest When Company is Unable to Locate
Distributees 14 ARTICLE VIII MAINTENANCE OF ACCOUNTS 8.1 Books and
Records 14 ARTICLE IX AMENDMENT AND TERMINATION OF THE PLAN 9.1
Amendment and Termination 15 ARTICLE X SPENDTHRIFT PROVISIONS 10.1
No Right to Alienation or Assignment 15 ARTICLE XI MISCELLANEOUS
11.1 Right of Employers to Dismiss Employees; Obligations 15 11.2
Title to and Ownership of Assets Held for Accounts 16 11.3 Nature
of Liability to Participants 16 11.4 Text of Plan to Control 16
11.5 Law Governing and Severability 16 11.6 Gender 16 11.7 Trust
Fund 16 11.8 Ineligible Participant 16
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iii W. P. CAREY & CO. LLC DEFERRED
COMPENSATION PLAN FOR EMPLOYEES Effective December 16, 2008
PREAMBLE The purpose of the W. P. Carey & Co. LLC Deferred
Compensation Plan for Employees (the "Plan") is to provide
opportunities for a select group of management or highly
compensated employees of W. P. Carey & Co. LLC (the "Company")
and its Affiliates to accumulate supplemental funds for retirement,
special needs prior to retirement, or death. The Plan is effective
as of December 16, 2008 for deferrals of compensation earned by
eligible employees after such date. The Company intends to create
an unfunded Plan primarily for the purpose of providing a select
group of management or highly compensated employees of the Company
and of its affiliated organizations with deferred compensation in
accordance with their individual elections. It is the intention of
the Company that the Plan be operated in compliance with the
American Jobs Creation Act of 2004 ("AJCA") and Section 409A of the
Internal Revenue Code. The Compensation Committee ("Committee") or
a successor committee designated by the Board shall be the
administrator responsible for fulfilling the duties and
responsibilities under the Plan. ARTICLE I DEFINITIONS When used
herein, the following words shall have the following meanings
unless the content clearly indicates otherwise: 1.1 Account.
"Account" means the record-keeping device used by the Company to
measure and determine the amounts to be paid to a Participant under
the Plan. Separate Accounts will be established for each
Participant and as may otherwise be required. 1.2 Affiliate.
"Affiliate" means an entity controlled, directly or indirectly, by
the Company. 1.3 Beneficiary. "Beneficiary" means the person who
under this Plan becomes entitled to receive a Participant's
interest in the event of his or her death. 1.4 Board. "Board" means
the Board of Directors of the Company or any committee thereof
acting within the scope of its authority. 1.5 Committee.
"Committee" means the Compensation Committee or a successor
committee appointed to administer the Plan pursuant to Article II.
1.6 Company. "Company" means W. P. Carey & Co. LLC, and any
successor in interest. 1.7 Company Share Fund Option. "Company
Share Fund Option" shall mean an investment fund alternative
permitting Participants to direct deferred compensation to purchase
phantom units based on the Company's Common Shares. 1.8 Deferral
Commitment. "Deferral Commitment" means a commitment made by a
Participant pursuant to Article III for which a Deferral Election
has been submitted by the Participant to the Committee. 1.9
Deferral Election. "Deferral Election" means the written agreement
to defer receipt of compensation submitted by a Participant to the
Committee or its delegates prior to the commencement of the period
in which the deferred compensation is to be earned. 1.10
Disability. "Disability" means where, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twenty-four (24) months, either (i) a Participant
is unable to engage in any substantial gainful activity or (ii) a
Participant is receiving income replacement benefits for a period
of not less than three (3) months under an accident and health plan
covering employees of his or her Employer, as determined by the
Committee, in accordance with Section 409A(a)(2)(C) of the Internal
Revenue Code and Regulation Section 1.409A-3(i)(4) promulgated
thereunder, on the basis of written information supplied by the
Participant. 1.11 Effective Date. "Effective Date" of this Plan
means December 16, 2008. 1.12 Elective Deferred Compensation.
"Elective Deferred Compensation" means the amount of compensation
that a Participant elects to defer pursuant to a Deferral
Commitment. 1.13 Employer. "Employer" means the Company or one of
its Affiliates. 1.14 Enrollment Period. "Enrollment Period" means
an annual enrollment period during which eligible employees may
file new or amended Deferral Elections covering compensation to be
earned in the following calendar year. 1.15 Internal Revenue Code.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended. 1.16 Key Employee. "Key Employee" may include a
Participant who is (i) an officer of the Company having an annual
compensation greater than $135,000 (as adjusted under Internal
Revenue Code Section 416(i)(1)(A)), (ii) a five percent (5%) owner
of the Company, or (iii) a one percent (1%) owner of the Company
having an annual compensation from the Company of more than
$150,000. The determination of who is or may be a Key Employee
shall be made at the discretion of the Committee or its delegate,
consistent with the requirements of a "Specified Employee" under
Section 409A of the 2 Internal Revenue Code and in accordance with
Internal Revenue Code Section 416(i), disregarding Section
416(i)(5). 1.17 Participant. "Participant" means any eligible
employee of the Company who is making (or has elected to make)
deferrals, or who holds an Account, under the terms of the Plan.
1.18 Plan. "Plan" means "W. P. Carey & Co. LLC Deferred
Compensation Plan for Employees" as set forth in this document and
as the same may be amended, administered or interpreted from time
to time. 1.19 Plan Year. "Plan Year" means each calendar year
beginning on January 1 and ending on December 31; provided,
further, that the first Plan Year shall begin on January 1, 2009
and end on December 31, 2009. 1.20 Retirement. "Retirement" means
Separation from Service of a Participant, other than by reason of
death, on or after the date on which the Participant has attained
age fifty-five (55). 1.21 Separation from Service. "Separation from
Service" shall have the meaning set forth in Treasury Regulation
Section 1.409A-1(h) or any successor thereto. 1.22 Standard
Distribution Account. "Standard Distribution Account" means an
Account established pursuant to Section 5.1, which provides for
distribution of a benefit during employment or following
Retirement. 1.23 Unforeseeable Emergency. An "Unforeseeable
Emergency" is a severe financial hardship of the Participant
resulting from an illness or accident of the Participant, the
Participant's spouse, or the Participant's dependent (as defined in
Section 152(a) of the Internal Revenue Code); loss of the
Participant's property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, as determined by
the Committee, in accordance with Section 409A(a)(2)(B)(ii) of the
Internal Revenue Code and Regulation Section 1.409A-3(i)(3)
promulgated thereunder, on the basis of written information
supplied by the Participant. 1.24 Valuation Date. "Valuation Date"
means the last day of each month, or such other dates as the
Committee may determine in its discretion, which may be either more
or less frequent, for the valuation of Participants' Accounts. 1.25
Variable Fund Options. "Variable Fund Options" means the variable
rate investment fund alternatives, if any, approved by the
Committee and offered to Participants. 3 ARTICLE II ADMINISTRATION
2.1 Administrator. Except as hereinafter provided, the Committee
shall be responsible for the administrative responsibilities
hereinafter described with respect to the Plan. Whenever any action
is required or permitted to be taken in the administration of the
Plan, the Committee shall take such action unless the Committee's
power is expressly limited herein or by operation of law. The
Committee shall be the Plan "Administrator" (as such term is
defined in Section 3(16)(A) of ERISA). The Committee may delegate
its duties and responsibilities as it, in its sole discretion,
deems necessary or appropriate to the execution of such duties and
responsibilities. 2.2 Powers and Duties. The Committee, or its
delegates, shall maintain and keep (or cause to be maintained and
kept) such records as are necessary for the efficient operation of
the Plan or as may be required by any applicable law, regulation,
or ruling and shall provide for the preparation and filing of such
forms, reports, information, and documents as may be required to be
filed with any governmental agency or department and with the
Plan's Participants and/or other Beneficiaries. Except to the
extent expressly reserved to the Company, an Employer or the Board,
the Committee shall have all powers necessary to carry out the
administrative provisions of the Plan and to satisfy the
requirements of any applicable law or laws. These powers shall
include, by way of illustration and not limitation, the exclusive
powers and discretionary authority necessary to: (a) construe and
interpret the Plan; decide all questions of eligibility; decide all
questions of fact relating to claims for benefits; and determine
the amount, time, manner, method, and mode of payment of any
benefits hereunder; (b) direct the Employer, and/or the trustee of
any trust established at the discretion of the Company to provide
for the payment of benefits under the Plan, concerning the amount,
time, manner, method, and mode of payment of any benefits
hereunder; (c) prescribe procedures to be followed and forms to be
used by Participants and/or other persons in filing applications or
elections; (d) prepare and distribute, in such manner as may be
required by law or as the Committee deems appropriate, information
explaining the Plan; provided, however, that no such explanation
shall contravene the terms of this Plan or increase the rights of
any Participant or Beneficiary or the liabilities of the Company or
any Employer; (e) require from the Employer and Participants such
information as shall be necessary for the proper administration of
the Plan; 4 (f) appoint and retain individuals to assist in the
administration and construction of the Plan, including such legal,
clerical, accounting, and actuarial services as it may require or
as may be required by any applicable law or laws; (g) approve the
variable rate investment fund alternatives, if any, that will be
offered as the Variable Fund Options; (h) approve any special
elections and/or payouts permitted under AJCA and Section 409A of
the Internal Revenue Code; (i) establish such rules or regulations
related to its powers and duties as it may deem necessary and
proper to carry out the intent of the Company as to the purposes of
the Plan; and (j) perform all functions otherwise imposed upon a
plan administrator. 2.3 Procedures. The Committee shall be
organized and conduct its business with respect to the Plan in
accordance with the organizational and procedural rules set forth
in its charter. 2.4 Limitation of Liability. The Board, the members
of the Committee, and any officer, employee, or agent of the
Company or any Employer shall not incur any liability individually
or on behalf of any other individuals or on behalf of the Company
or any Employer for any act, or failure to act, made in good faith
in relation to the Plan. 2.5 Claims Procedure. The right of any
Participant or Beneficiary to receive a benefit hereunder and the
amount of such benefit shall be determined in accordance with the
procedures for determination of benefit claims established and
maintained by the Committee in compliance with the requirements of
Section 503 of ERISA; which separate procedures, entitled
Procedures for Determination of Benefit Claims, are incorporated
herein by this reference. ARTICLE III PARTICIPATION AND DEFERRAL
COMMITMENTS 3.1 Eligibility and Participation. (a) Eligibility.
Eligibility to make a Deferral Commitment shall be limited to
employees of the Company or its Affiliates as determined by the
Committee, from time to time. (b) Participation. Except as
otherwise provided herein, an eligible individual may elect to
participate in the Plan by submitting a Deferral Election to the
Committee 5 or its delegates during the Enrollment Period preceding
the commencement of the period in which the deferred compensation
is to be earned. 3.2 Duration of Deferral Commitment. (a) A
Deferral Commitment shall be effective for specified compensation
to be earned during the next Plan Year following the date it is
filed and shall terminate at the end of such Plan Year, unless
otherwise provided by the Committee or its delegates. A Deferral
Election shall not apply to any deferrals that represent payments
for services performed prior to the beginning of the Plan Year to
which it applies. (b) A Participant's Deferral Commitments shall
terminate upon the Participant's Separation from Service and as
provided in Section 5.4 in the case of an Unforeseeable Emergency.
3.3 Basic Forms of Deferral. Subject to such determinations as may
be made by the Committee, an eligible employee may file a Deferral
Election to defer any or all of the following forms of
compensation: (a) Restricted Stock Unit Deferrals. A Participant
may elect to defer up to one hundred percent (100%) of amounts to
be paid by the Employer pursuant to an award of Restricted Stock
Units. The amount to be deferred shall be stated as a whole number
percentage or units, or dollar amount of such award. (b)
Performance Share Unit Deferrals. A Participant may elect to defer
up to one hundred percent (100%) of amounts to be paid by the
Employer pursuant to an award of Performance Share Units. The
amount to be deferred shall be stated as a whole number percentage
or units, or dollar amount of such award. (c) Special Deferrals. A
Participant may elect any special Deferral Commitment that is
authorized by the Committee in its discretion. 3.4 Termination of
Deferral Commitments on Unforeseeable Emergency. Upon a finding
that the Participant has suffered an Unforeseeable Emergency, all
previously elected Deferral Commitments of the Participant shall
terminate. 3.5 Commencement of Deferral Commitment. A Deferral
Commitment shall be deemed to commence as of the first day of the
Plan Year (or other period permitted under Section 3.3(c) of this
Plan) covered by the Deferral Election for such Deferral
Commitment. 6 ARTICLE IV DEFERRED COMPENSATION ACCOUNTS 4.1
Accounts. For record-keeping purposes only, Standard Distribution
Accounts shall be maintained as applicable for each Participant's
Elective Deferred Compensation. Accounts shall be deemed to be
credited with notional gains or losses as provided in Section 4.3
from the date of deferral through the Valuation Date. 4.2 Elective
Deferred Compensation. A Participant's Elective Deferred
Compensation shall be credited to the Participant's Account(s) as
of the date when the corresponding non-deferred portion of the
compensation is paid or would have been paid but for the Deferral
Commitment. Any withholding of taxes or other amounts with respect
to deferred compensation that is required by Federal, state or
local law shall be withheld from the Participant's non-deferred
compensation. 4.3 Notional Earnings and Losses. Accounts shall be
credited with notional earnings and losses as of each Valuation
Date from the dates when deferred amounts are credited to Accounts
based on the bala
