hme10q3qex103.htm


    Exhibit
10.3


      AMENDMENT
NUMBER THREE

      TO

      HOME
PROPERTIES, INC.

      AMENDED
AND RESTATED

      STOCK
BENEFIT PLAN

      


      


      The
Amended and Restated Stock Benefit Plan (the “Plan”) of Home Properties, Inc.
(the “Company”) as amended by Amendment No. One and Amendment No. Two 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 Director’s Options, Stock Options or SARs
or otherwise amend any of the terms of an outstanding Director’s Option, Stock
Option or SAR if such extension or amendment would result in a violation of Code
Section 409A or if such extension would cause such Director’s Option, Stock
Option or SAR 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.  The Board of Directors may from time
to time make such amendments to the Plan as it may deem advisable, including
amendments deemed necessary or desirable to comply with Section 409A of the
Code, Section 422 of the Code with respect to Inventive Stock Options and Rule
16b-3 or any successor or replacement provisions and any regulations issued
thereunder; provided, however, that no amendment shall be made without the
approval of the Company’s shareholders if such approval is required in the
determination of the Board of Directors in order to preserve the intended
benefits of the Plan to the Company and the Participants under applicable laws,
rules or regulations of any governmental authorities, stock exchange or other
body and 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.”

      


      3.           Termination of
Employment.  Section 3.7 shall be amended by adding the
following new Subsection (f) to the end thereof:

      


      “Notwithstanding
the foregoing provisions of this Section 3.7, if a Stock Option is intended to
be an Incentive Stock Option, in no event may the time for exercise be later
than three (3) months after the Participant’s termination of employment;
provided, however, in the case of a Participant’s Total Disability or death
within three (3) months after the termination of employment, the Stock Option
may be exercised within one (1) year after the date of the Participant’s
termination of employment, but in no event after the date of expiration of the
term of the Stock Option.”

      


      4.           Adjustments Upon Changes in
Capitalization.  Section 7.1 is revised by deleting the first
two sentences therein and replacing them with the following:

      


      “In
the event of changes to the outstanding shares of Common Stock of the Company
through reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend, stock consolidation or
otherwise, or in the event of a sale of all or substantially all of the assets
of the Company, an appropriate and proportionate adjustment shall be made in the
number and kind of shares as to which Awards or Director’s Options may be
granted to prevent enlargement or dilution of rights.  A corresponding
adjustment changing the number or kind of

      shares
and/or the purchase price per share of unexercised Stock Options or portions
thereof which shall have been granted prior to any such change shall likewise be
made to prevent enlargement or dilution of rights.”

      


      5.           Interpretation of
Plan.  The following sentence shall be added at the end of
Section 7.9 of the Plan:

      


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

      


      6.           Expiration of Directors’
Options.  The following language shall be added to the end of
the last sentence of Section 4.6(d) of the Plan:

      


      “or
on the stated expiration date, whichever is earlier.”

      


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

       

       

      

        Approved by Board of
Directors

        October 29, 2008