Exhibit 10.1
HOME PROPERTIES, INC.
SEVENTH AMENDED AND RESTATED
DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
1.
PURPOSE AND ADMINISTRATION.
The Home Properties
Dividend
Reinvestment
and Direct Stock Purchase Plan
("Plan") provides the stockholders of Home Properties,
Inc. ("Home Properties")
an
opportunity to
automatically
invest their cash dividends on shares of Home
Properties'
common
stock,
par
value
$.01 per
share
("Common
Stock"),
in
additional
shares of Common Stock as well as to make monthly or other
voluntary
cash investments in shares of Common Stock. Employees of Home
Properties and its
affiliates
("Employees")
also
have
the
opportunity
under
the Plan to make
voluntary cash investments in shares of Common Stock through
payroll
deductions
or other
voluntary cash payments.
Persons who are not already
stockholders of
Home
Properties
and who are not Employees
may also purchase
shares of Common
Stock under the Plan through
voluntary cash
payments.
A maximum of 15,400,000
shares of Common Stock is available
under the Plan for purchase
with
dividend
reinvestment or optional cash payments. The Plan is administered by
Mellon Bank,
N.A. (the "Plan Administrator"). Certain administrative support
will be provided
to the Plan
Administrator by Mellon Investor
Services,
a registered
transfer
agent, or Mellon
Securities LLC, an affiliate of the Plan
Administrator
and a
registered broker-dealer.
2.
PURCHASE OF SHARES.
(a) Purchases of Common Stock of Home Properties by the Plan
Administrator
for the Plan may be made,
at Home
Properties'
option,
either
(i) from
Home
Properties out of its authorized but non-outstanding shares; or
(ii) in the open
market (on the New York Stock
Exchange
or any
securities
exchange
where the
Common Stock is then traded,
in the
over-the-counter
market or in
negotiated
transactions). The "Plan Purchase Price" for shares purchased
directly from Home
Properties
with reinvested cash dividends or optional cash payments will be
the
average of the daily high and low trading
prices,
computed up to seven decimal
places, if necessary, of Home Properties Common Stock on the
applicable Purchase
Date (hereinafter described).
For shares purchased by the Plan Administrator in
open trading with reinvested cash dividends or optional cash
payments,
the Plan
Purchase Price will be the weighted average price paid by the Plan
Administrator
for all shares purchased by it for the
participants
with the invested funds on
the applicable
Purchase Date,
including all trading fees and services charges.
Home
Properties
may not change its
designation as to whether shares of Common
Stock will be
purchased
from Home
Properties
or on the open market more than
once in any three month period and only,
to the extent
required by
applicable
law, rules or regulations, if Home Properties' needs to raise
additional capital
has changed, or another valid reason exists for the change.
(b) Home Properties typically pays dividends on a quarterly basis.
If these
dividends
are used to purchase new shares
directly from Home
Properties,
the
Plan
Administrator will reinvest dividends on the applicable date on
which Home
Properties pays dividends (a "Dividend
Payment
Date").
If these dividends are
used to acquire shares
through open market
purchases,
the Plan
Administrator
will purchase all shares within 30 days of the applicable Dividend
Payment Date.
If the
dividends are not able to be fully
invested
within this 30 day period,
dividends
will
be
distributed
in
full,
without
interest,
by
the
Plan
Administrator to the stockholders participating in the Plan.
(c) Participants may deposit funds for optional cash purchases of
less than
$10,000 per month into their Plan account at any time. The
deposited
funds will
be used to
acquire
shares at least
once
every
five
business
days (a "Cash
Purchase
Investment
Date").
If these
funds
deposited
during
a
particular
investment
period are used to acquire new shares directly from Home
Properties,
they will be invested on the next Cash Purchase
Investment Date. If these funds
are used to acquire shares through open market purchases, the Plan
Administrator
will
purchase all shares
within 30 days of the next Cash
Purchase
Investment
Date. If funds
deposited
for optional cash
purchases are not able to be fully
invested within this 30 day period,
the funds will be returned in full, without
interest,
by the Plan Administrator to the applicable
stockholders
and/or new
investors.
(d)
In
making
purchases
for
the
participant's
account,
the
Plan
Administrator
may
commingle
the
participant's
funds
with
those
of
other
participants in the Plan. The exact timing of open market
purchases,
including
determining
the number of shares,
if any, to be purchased on any day or at any
time of that day,
the prices
paid for such
shares,
the markets on which such
purchases
are made and the
persons
(including
brokers and
dealers)
from or
through
which
such
purchases
are
made
shall
be
determined
by
the
Plan
Administrator
or
the
broker
selected
by
it
for
that
purpose.
The
Plan
Administrator may purchase Common Stock in advance of a dividend
payment date or
interim
investment
date for settlement on or after such date. No interest will
be paid on funds held by the Plan
Administrator
pending
investment.
The Plan
Administrator
may hold the shares of all participants on deposit in its name or
in the name of its nominee.
The Plan Administrator shall have no responsibility
as to the value of the Home Properties'
shares of Common Stock acquired for the
participant's account. It is understood that for a number of
reasons,
including
observance
of
the
rules
and
regulations
of
the
Securities
and
Exchange
Commission
requiring
temporary
curtailment or suspension of purchases,
it is
possible that the whole amount of funds available in the
participant's
account
for the shares of Home
Properties
might not be applied to the purchase of such
shares on or before the next ensuing Purchase Date. The Plan
Administrator shall
not be liable when
conditions
prevent the purchase of shares or interfere with
the timing of such purchases, provided, however, such funds shall
be returned to
the
participants
if not used to purchase
Common Stock:
(a) within 30 days of
receipt of optional
cash
payments;
or (b) within 30 days of the dividend date
for dividend reinvestments.
3.
DIVIDEND REINVESTMENT.
As the
participant's
Plan
Administrator,
the
Plan
Administrator
will
receive on or before each Dividend Payment Date, cash from Home
Properties equal
to the
dividend on the shares of Common Stock of Home
Properties
held by each
stockholder
participating in the Plan. the Plan
Administrator
will apply such
funds
towards
the
purchase
of shares of Common
Stock for the
participant's
account.
Cash dividends on shares credited to the participant's account will
be
automatically re-invested to purchase additional shares.
4.
EMPLOYEE STOCK PURCHASE PLAN.
Individuals who are employees of Home Properties,
Home
Properties,
L.P.,
and any other
entities
under the control of Home
Properties
are
eligible to
participate
in the
Plan.
Employees
will
have the
option
of
having
their
voluntary
cash
contributions
automatically
deducted
from
their
paychecks
pursuant to a payroll
deduction or may make
voluntary
contributions
by check
payable to the Plan Administrator.
The Plan Administrator will apply such funds
along with the funds that it has received
directly from Employee
participants,
toward the
purchase of shares of Common
Stock for the
Employee
participant's
account on the next Cash Purchase
Investment Date. Subject to the provisions of
paragraph 6 below,
an Employee
participant's
optional cash payments may be no
less than $50 and no more than
$10,000 in the
aggregate
in any one month.
No
interest will be paid on funds held by the Plan Administrator or
Home Properties
prior to investment.
Cash
investments
received by Home Properties or the Plan
Administrator
will be returned to an Employee upon written request
received by
Home Properties or the Plan Administrator (whichever received the
investment) at
least two (2) business days prior to the
applicable
Cash
Purchase
Investment
Date.
5.
STOCK PURCHASE PLAN.
As the
participant's
Plan
Administrator,
the
Plan
Administrator
will
receive monthly or otherwise,
as determined by the participant,
voluntary cash
investments from all other participants.
The Plan Administrator will apply such
funds
towards
the
purchase
of shares of Common
Stock for the
participant's
account.
Limited
partners
of
record
of Home
Properties,
L.P.
("Operating
Partnership"),
may direct that the
Operating
Partnership
forward to the Plan
Administrator
distributions
to be paid to them by the
Operating
Partnership.
Such
distributions
shall be treated as a
voluntary
cash
investment
by such
limited partner
participants
and will be applied toward the purchase of shares
on the
next
Cash
Purchase
Investment
Date.
Subject
to the
provisions
of
paragraph 6 below,
any optional
cash payments by
participants
may be no less
than $50 and no more than $10,000 in the aggregate in any one
month.
Subject to
the
provisions
of
paragraph 6 below,
the initial
optional
cash
payment by
persons
who are not
stockholders
or
Employees
must be at least
$1,000.
No
interest
will
be
paid
on
funds
held by the
Plan
Administrator
prior
to
investment.
Voluntary cash investments
received by the Plan Administrator will
be
returned
to the
participant
upon
written
request
received
by the Plan
Administrator
at least
two (2)
business
days
prior to the
applicable
Cash
Purchase Investment Date.
6.
PERMITTED PAYMENTS IN EXCESS OF LIMITS.
Optional
cash
payments in excess of $10,000 may be made by a
participant
only upon
approval by Home
Properties of a written
request for
permission to
make cash investments in excess of the above limit (a "Request for
Waiver Form")
from such participant. No pre-established maximum limit applies to
optional cash
payments that may be made
pursuant to a waiver
purchase.
Notwithstanding
the
above,
the
participants
may not
acquire
more
than 8% of the
Common
Stock
outstanding
at any time and a maximum of 15,400,000
shares is available
under
the Plan for purchase with optional cash payments.
A waiver
purchase will be considered on the basis of a variety of factors,
which may include:
Home Properties current and projected capital
requirements,
the
alternatives
available
to Home
Properties
to meet
those
requirements,
prevailing
market
prices
for the
Common
Stock
and
other
Home
Properties
securities, general economic and market conditions,
expect
