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HME > SEC Filings for HME > Form 8-K on 13-Feb-2014All Recent SEC Filings

Show all filings for HOME PROPERTIES INC



Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2014, awards were issued to certain of the Company's officers, including the Chief Executive Officer, the Chief Financial Officer and the other named executive officers (as defined in Item 4.02 (a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission) pursuant to the Company's 2011 Stock Benefit Plan (the "Plan") as approved by the Compensation Committee (the "Committee") and the Board of Directors (the "Board") of Home Properties, Inc. (the "Company" or "HME")

The form of the Master Agreement sets forth the terms and conditions on which restricted stock units are earned by the award recipient. The restricted stock units are payable upon vesting in shares of the Company's common stock. Service-vested awards vest ratably over three years on each anniversary of the grant date subject to continued employment. Performance-vested awards relate to the performance period January 1, 2014 to December 31, 2016 and vest fifty percent on December 31, 2016 and fifty percent as of December 31, 2017, subject to continued employment and based on achievement of performance goals as set forth in the Master Agreement. The exact number of shares earned is determined based on performance over the three-year period as measured by reference to total shareholder return ("TSR") on the Company's common stock based on stock appreciation and reinvested dividends as described in the Master Agreement.

The performance requirements and goals linked to the vesting of the performance awards are as follows:

  Performance Requirements        Performance Goals       Weighting
                             Threshold  Target   Maximum

Home Properties TSR - 50%       7%        9%       11%       50%
Relative NAREIT All Equity    HME TSR   HME TSR  HME TSR     25%
REIT Index TSR - 25%         is better is 50 bps  is at
                               than    above the  least
                               -350      index   500 bps
                               basis    return    above
                              points               the
                              ("bps")             index
                             from the             return

Relative NAREIT Apartment HME TSR HME TSR HME TSR 25% Index TSR - 25% is better is 50 is at than bps above least -350 bps the index 500 bps from the return above index the return index return

Each of the service-vested restricted stock units and the performance-vested restricted stock units has a dividend equivalent right associated with it, which is payable in cash upon the vesting of the related award. Each of the dividend equivalent rights is subject to the same terms and conditions as the restricted stock unit to which it relates, including vesting.

The foregoing description of the Master Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Master Agreement filed as Exhibit 10.1 hereto and incorporated herein by reference.

The number of the restricted stock units awarded to each named executive officer is set forth below:

                                                                                    Performance-Vested at
          Name                          Title                   Service-Vested             Target

Edward J. Pettinella     President and CEO                               8,198                     24,595
David P. Gardner         Executive Vice President & CFO                   2,981                     8,943
                         Executive Vice President & General
Ann M. McCormick         Counsel                                          2,112                     6,337
John E. Smith            Senior Vice President                            1,311                     3,935
Bernard J. Quinn         Senior Vice President                            1,311                     3,935

The number of restricted stock units awarded was based on an approved award value divided by the closing price of a share of the Company's common stock on the New York Stock Exchange on February 10, 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
10.1 Home Properties, Inc. 2011 Stock Benefit Plan 2014 Restricted Stock Unit Master Agreement and Form of Award Certificate.

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