APARTMENT INVESTMENT AND MANAGEMENT COMPANY (NYSE:AIV) Files An 8-K Entry into a Material Definitive Agreement

APARTMENT INVESTMENT AND MANAGEMENT COMPANY (NYSE:AIV) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2017, in connection with the adoption of changes
to the 2015 Stock Award and Incentive Plan (the Plan) of
Apartment Investment and Management Company (the Company)
described in this report, AIMCO-GP, Inc. (the General Partner), a
wholly owned subsidiary of the Company and the general partner of
AIMCO Properties, L.P., a Delaware limited partnership (the
Operating Partnership), entered into the Tenth Amendment (the
Tenth Amendment) to the Fourth Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as of
July 29, 1994 and amended and restated as of February 28, 2007
(the Operating Partnership Agreement). The description of the
Tenth Amendment is set forth in this report under Item 5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements with Certain Officers. and is incorporated herein by
reference.
Item 5.02
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements with Certain Officers.
On January 31, 2017, the Board of Directors (the Board) of the
Company approved the amendment and restatement of the Plan to
provide for awards of LTIP Units of the Operating Partnership. In
conjunction with this change to the Plan, the Tenth Amendment was
entered into to provide for the issuance of those LTIP Units that
may be awarded under the Plan. In addition, on January 31, 2017,
the Board approved forms of performance-based vesting and
time-based vesting LTIP Unit award agreements for use in
connection with the issuance of LTIP Unit awards under the Plan.
Under the Plan (as amended and restated January 31, 2017), the
Compensation and Human Resources Committee (the Committee) of the
Board is authorized to grant LTIP Units to Plan participants
(each a Participant) in such amounts and subject to such terms
and conditions as may be selected by the Committee; provided,
however, that LTIP Units may only be issued to a Participant for
the performance of services to or for the benefit of the
Operating Partnership (a) in the Participants capacity as a
partner of the Operating Partnership, (b) in anticipation of the
Participant becoming a partner of the Operating Partnership, or
(c) as otherwise determined by the Committee, provided that the
LTIP Units are intended to constitute profits interests within
the meaning of the Internal Revenue Code. The Committee will
specify the conditions and dates upon which the LTIP Units shall
vest and become nonforfeitable. In addition to any terms and
conditions that are specified by the Committee, the LTIP Units
shall be subject to the terms and conditions of the Operating
Partnership Agreement and such other restrictions, including
restrictions on transferability (including by redemption or
conversion), as the Committee may impose.
The Tenth Amendment amends the Operating Partnership Agreement to
establish and set forth the terms of the new class of Partnership
Interests designated as LTIP Units, as well as to make conforming
changes. The terms of the LTIP Units are specified in new Exhibit
BB to the Operating Partnership Agreement, which addresses, among
other things, issuance, vesting and forfeiture, allocations,
distributions, redemption, conversion to Operating Partnership
Common Units, adjustments, status of reacquired LTIP Units,
voting, restrictions on transfer and certain tax matters with
respect to the LTIP Units.
The description of the Tenth Amendment set forth herein is
qualified in its entirety by reference to the full text of the
Tenth Amendment, which is filed as Exhibit 10.1 to this report
and is incorporated herein by reference.
The description of the Plan (as amended and restated January 31,
2017) set forth herein is qualified in its entirety by reference
to the full text of the Plan (as amended and restated January 31,
2017), which is filed as Exhibit 10.2 to this report and is
incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Tenth Amendment to the Fourth Amended and Restated
Agreement of Limited Partnership of AIMCO Properties,
L.P., dated as of January 31, 2017
10.2
Apartment Investment and Management Company 2015 Stock
Award and Incentive Plan (as amended and restated
January 31, 2017)*
10.3
Form of LTIP Unit Agreement under 2015 Stock Award and
Incentive Plan*
10.4
Form of Performance Vesting LTIP Unit Agreement under
2015 Stock Award and Incentive Plan*
* Management contract or compensatory plan or arrangement


About APARTMENT INVESTMENT AND MANAGEMENT COMPANY> (NYSE:AIV)

Apartment Investment and Management Company (Aimco) is a self-administered and self-managed real estate investment trust. The Company, through its subsidiaries, AIMCO-GP, Inc. and AIMCO-LP Trust, holds the ownership interests in the Aimco Operating Partnership. Its segments include conventional real estate and affordable real estate. Its conventional real estate segment includes over 140 apartment communities with over 40,460 apartment homes. Its affordable real estate operations include approximately 60 apartment communities with over 8,680 apartment homes. The affordable segment consists of apartment communities, which it classifies as Affordable Same Store or Other Affordable. It owns and operates a portfolio of market-rate apartment communities. Aimco Operating Partnership conducts its business, which is focused on the ownership, management, redevelopment and limited development of apartment communities located in the coastal and job growth markets of the United States.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY> (NYSE:AIV) Recent Trading Information

APARTMENT INVESTMENT AND MANAGEMENT COMPANY> (NYSE:AIV) closed its last trading session up +0.36 at 43.59 with 786,531 shares trading hands.

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