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Exhibit 10.4
AMENDMENT NUMBER FOUR
TO
HOME PROPERTIES, INC.
2000 STOCK BENEFIT PLAN
The 2000 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 Director’s Options or ,
Stock Options or SARs or otherwise amend any of the terms of an
outstanding Director’s Option or, 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
or , 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.
