Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the annual meeting of shareholders of Ramco-Gershenson Properties Trust (the "Trust") held on June 10, 2009, the Trusts' shareholders approved the 2009 Omnibus Long-Term Incentive Plan (the "Plan"). The Plan will be administered by Compensation Committee of the Board of Trustees (the "Board"). The Plan provides for the award to trustees, officers and employees and other service providers of the Trust of restricted shares, restricted share units, options to purchase unrestricted shares, share appreciation rights, unrestricted shares, and other awards to acquire up to 900,000 shares. The maximum number shares that can be awarded under the Plan to any one person, other than pursuant to an option or share appreciation rights, is 100,000 per year.
The Plan prohibits the repricing of options and share appreciation rights without the approval of the shareholders, either by canceling the award to issue a replacement award to the participant at a lower price or by reducing the exercise price of the award. The term of stock options and stock appreciation rights granted pursuant to the Plan may not exceed ten years. The Plan is effective as of June 10, 2009, the date on which the Plan was approved by the Trust's shareholders. The Board may terminate or amend the Plan at any time and for any reason. Unless terminated earlier, the Plan will terminate with respect to the grant of new awards on June 10, 2019. The forgoing description of the terms of the Plan is qualified in its entirety by reference to the actual terms of the Plan, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Ramco-Gershenson Properties Trust 2009 Omnibus Long-Term Incentive Plan.

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