hme10q3ex106.htm


    Exhibit 10.6

      AMENDMENT
NUMBER ONE

      TO

      HOME
PROPERTIES, INC.

      2008
STOCK BENEFIT PLAN

      


      


      The 2008
Stock Benefit Plan (the “Plan”) of Home Properties, Inc. (the “Company”), as
amended, is hereby amended as described below:

      


      1.           Limitations on Amendments to
Outstanding Grants.  The following language shall be added at
the end of Section 2.2(b) of the Plan:

      


      “In
no event and notwithstanding anything to the contrary herein, the Committee may
not extend the exercise period of any Option or otherwise amend any of the terms
of an outstanding Stock Option if such extension or amendment would result in a
violation of Code Section 409A or if such extension would cause such Stock
Option to no longer be exempt from the provisions of such Section
409A.”

      


      2.           Amendment of
Plan.  Section 2.6 shall be deleted in its entirety and
replaced with the following:

      


      “The
Plan may be suspended, terminated or reinstated, in whole or in part, at any
time by the Board of Directors.  This Plan may be amended only with
the approval of the holders of a majority of the shares of Common Stock eligible
to vote.  Notwithstanding the prior sentence, the Board of Directors
may from time to time make amendments to the Plan without shareholder consent if
such amendments are made to: (i) reflect a change that is of an immaterial
nature or to cure any ambiguity; (ii) comply with Section 422 of the Code with
respect to Inventive Stock Options, Rule 16b-3 and the rules of the New York
Stock Exchange or any successor or replacement provisions and any regulations
issued thereunder; (iii) satisfy any requests, conditions or guidelines
contained in any order, direction, opinion, ruling or regulation of a federal or
state agency or contained in federal or state law; and (iv) comply with Section
409A of the Code; provided, however, that no amendment shall be made if it would
result in a violation of Section 409A of the Code..

      


      Except
as otherwise provided herein, termination or amendment of the Plan shall not,
without the consent of a Participant, affect such Participant’s rights under any
award previously granted to such Participant.

      


      Subject
to the restrictions contained in Section 3.3 of this Plan, the Committee may
also amend or modify the grant of any outstanding Award in any manner to the
extent that the Committee would have had the authority to make such Award as so
modified or amended; provided, however, that no amendment or modification shall
be made if it would result in a violation of Section 409A of the
Code.”

      


      3.           Effect of Leaves of
Absence.  Section 3.10 shall be amended by adding the following
new sentence to the end thereof:

      


      “In
case of such leave of absence, the employment relationship shall be deemed to
have continued until the later of (i) the date when such leave shall have been
ninety (90) days in duration, or (ii) the date as of which the Participant’s
rights to re-employment shall have no longer been guaranteed either by statute
or contract.”


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      4.           Interpretation of
Plan.  The following sentence shall be added at the end of
Section 5.13 of the Plan:

      


      “The
Plan and awards hereunder are intended to be exempt from Section 409A and shall
be interpreted consistently with such intention.”

      


      5.           Effective
Date.  This Amendment Number One shall become effective upon
its adoption by the Board of Directors.

      


      


      Approved
by Board of Directors

      October
29, 2008

       

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