Inc. (NASDAQ:INCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

of two metrics: (1)TSR (stock price change plus dividends
reinvested) as compared to a peer group of public companies
focused in the apartment sector (the TSR Apartment Performance
Peers) over the same time period, measured by the weighted
average TSR achieved by the TSR Apartment Performance Peers for
the performance period (Relative TSR) and (2)TSR for holders of
Company common stock on an absolute basis (Absolute TSR).

The TSR Apartment Performance Peers, which largely reflect
Monograms direct competitors in the apartment sector, were
selected upon the recommendation of and in consultation with
FPL. A listing of the Companys TSR Apartment Performance Peers
is contained below.

Relative TSR

If (i)Absolute TSR for the performance period is a positive
percentage and the weighted average TSR achieved by the TSR
Apartment Performance Peers for the performance period is a
positive percentage or (ii)Absolute TSR for the performance
period is a negative percentage and the weighted average TSR
achieved by the TSR Apartment Performance Peers for the
performance period is a negative percentage, the following
Threshold, Target, and Maximum benchmarks will determine the
number of RSUs that will be earned, as a percentage of the
target number of RSUs granted:

Absolute TSR

The Threshold, Target, and Maximum benchmarks to be established
for the Absolute TSR achieved by the Company over the relevant
performance period and the resulting impact on the number of
RSUs earned by each executive officer upon the conclusion of
the applicable performance period are as follows:

No RSUs with respect to either the Relative TSR or Absolute TSR
metric will be earned if below Threshold performance is
achieved for such metric. If performance falls between
Threshold and Target or Target and Maximum for any performance
period, then the number of RSUs earned with respect to a
particular metric will be determined by linear interpolation
(with an associated payout level in between Threshold and
Target performance levels, or Target and Maximum performance
levels, as applicable). Shares will be issued with respect to
earned RSUs no later than 90 days following the end of the
performance period.

No dividend equivalents will be paid while the performance RSUs
are subject to performance criteria. Dividend equivalents will
accrue and become payable on the portion of the RSUs that have
met the performance criteria upon the conclusion of the
performance period.

The executive officer must be employed on the last day of the
performance period to receive earned performance RSUs, subject
to the following exceptions. If during the performance period,
the executive officers employment is terminated by Monogram
without Cause, or the executive officer resigns with Good
Reason, retires, dies or becomes subject to a Disability while
employed by the Company (as each such term is defined in the
respective performance RSU award agreement), the performance
RSUs will remain outstanding until the conclusion of the
applicable performance period. At such time, the award will be
calculated based on actual levels of performance through the
performance period but will be prorated based on the period of
employment during the performance period, and the prorated
portion of the award will immediately become earned. If a
change in control occurs while the executive officer is
employed by Monogram during the performance period, the
executive officer will receive an award calculated based on
actual levels of performance through the date that is 30 days
preceding the change in control, and such award will
immediately become earned without proration.

2017 Cash Incentive Awards

The Compensation Committee has also approved updates to
Monograms annual cash incentive program for its executive
officers for 2017, upon the recommendation of and in
consultation with FPL. The Target Cash Bonus payable to the
2017 annual cash incentive program is contingent on the
achievement of certain Company performance goals and individual
objectives by each executive officer. In addition, the 2017
annual cash incentive program has been modified to provide a
specialized annual cash incentive arrangement for the Chief
Executive Officer that is comprised of additional performance
metrics to be met over the 2017 fiscal year.

The 2017 Target Cash Bonuses are comprised of two components. A
portion of the Target Cash Bonus that may be earned for 2017
will be determined in a formulaic manner based on Monograms
performance relative to specified performance criteria
established by the Compensation Committee, as described below.
The remaining portion of the Target Cash Bonus will be
determined based on the Compensation Committees subjective
evaluation of such executive officers performance relative to
specified individual and/or collaborative criteria established
by the Compensation Committee. With respect to the Chief
Executive Officer, 75% of his Target Cash Bonus will be based
on Company performance criteria and only 25% will be
attributable to individual performance objectives.

2017 Company Performance Criteria

The following sets forth the 2017 performance criteria and the
relative weighting of each of these criteria in determining any
payout for the Companys executive officers and Chief Executive
Officer with respect to the portion of the 2017 Target Cash
Bonus attributable to the achievement of Company performance
goals.

Performance Criteria for Executive Officers (other than
the Chief Executive Officer)

(1) Funds from operations (FFO) is a non-GAAP performance
financial measure that is widely recognized as a measure of
REIT operating performance. The Company uses FFO as currently
defined by NAREIT to be net income (loss), computed in
accordance with GAAP excluding gains (or losses) from sales of
property (including deemed sales and settlements of
pre-existing relationships), plus depreciation and amortization
on real estate assets, impairment write-downs of depreciable
real estate or of investments in unconsolidated real

estate partnerships, joint ventures and subsidiaries that are
driven by measurable decreases in the fair value of depreciable
real estate assets, after related adjustments for
unconsolidated partnerships, joint ventures and subsidiaries
and noncontrolling interests, and as subject to adjustment by
the Compensation Committee. Core FFO is calculated starting
from FFO adjusted for loss on early extinguishment of debt,
acquisition expenses, contingent purchase price adjustments,
gain or loss on derivative fair value adjustments and certain
non-recurring expenses. The Compensation Committee has the
authority to interpret and determine the application and
calculation of matters relating to the determination of Core
FFO and to make adjustments it deems appropriate.

(2) Same-Store Net Operating Income (NOI) is a non-GAAP
financial measure that the Company defines as rental revenue,
less property operating expenses and real estate taxes for the
Companys multifamily apartment communities that are stabilized
and comparable over periods, excluding items that are not
associated with real estate industry defined property
operations, such as general and administrative expenses,
corporate property management expenses, property management
fees, depreciation expense, impairment and interest expense.
NOI also excludes revenues not associated with property
operations, such as interest income and other non-property
related revenues. The Compensation Committee has the authority
to interpret and determine the application and calculation of
matters relating to the determination of Same Store NOI and to
make adjustments it deems appropriate.

Performance Criteria for Chief Executive
Officer

(1) GA Reduction Goals calculated as a percentage of gross
assets and a percentage of gross revenues, in each case
excusive of certain non-recurring items.

The actual Target Cash Bonus payment realized by an executive
officer, including the Chief Executive Officer, for 2017 with
respect to each applicable Company performance goal will depend
on Monograms achievement of at least a Threshold level of
performance established by the Compensation Committee with
respect to that performance measurement. There will be no
Target Cash Bonus payable for the respective performance goal
in the event Monogram achieves less than the Threshold level
for the applicable annual performance period. If the calculated
percentage is between Threshold and Target or between Target
and Maximum for an annual performance period, then the earned
percentage will be determined by linear interpolation (with an
associated cash payout percentage in between Threshold and
Target performance levels, or Target and Maximum performance
levels, as applicable).

017 Individual Objectives

The remaining portion of the overall Target Cash Bonus will be
based on the Compensation Committees subjective evaluation of
the executive officers performance relative to achieving
specified individual criteria established for 2017 for each
executive officer, which the Compensation Committee has
determined are also important elements of each executive
officers contribution to the creation of overall shareholder
value.

2017 Target Cash Bonus Payments

All 2017 Target Cash Bonus payments will be made in the year
following the completion of the performance period to which the
2017 Target Cash Bonus payment relates. The actual payment to
each executive officer will be made as

soon as practicable after final certification of the underlying
performance results and approval of such payment by the
Compensation Committee; provided, however, that, in order to
comply with certain rulesconcerning the regulation of deferred
compensation under the Internal Revenue Code of 1986, as
amended, in no event will any such payment be made later than
March15 of such year.

Should an executive officer terminate employment with Monogram
prior to the conclusion of the applicable annual performance
period, his or her 2017 Target Cash Bonus payment will be
determined by the terms of the executive officers applicable
severance agreement with the Company, which generally provides
that, if defined conditions are met, in the event of the
executive officers death, Disability, termination without
Cause, or resignation for Good Reason (as each such term is
defined in the severance policy), the executive officer would
receive the pro rata portion of any annual cash incentive
compensation which would have been earned by the executive
officer during such year of termination had the executive
officer remained employed the entire year.

Forward Looking Statements

This Current Report on Form8-K (Current Report) contains
forward-looking statements within the meaning of federal
securities laws and regulations. These forward-looking
statements are identified by their use of terms and phrases
such as believe, expect, intend, project, anticipate, position,
and other similar terms and phrases, including references to
assumptions and forecasts of future results. Forward-looking
statements are not guarantees of future performance and involve
known and unknown risks, uncertainties and other factors which
may cause the actual results to differ materially from those
anticipated at the time the forward-looking statements are
made. These risks include, but are not limited to those risks
and uncertainties associated with our business described from
time to time in our filings with the Securities and Exchange
Commission, including our Annual Report on Form10-K for the
year ended December31, 2016. Although we believe the
expectations reflected in such forward-looking statements are
based upon reasonable assumptions, we can give no assurance
that the expectations will be attained or that any deviation
will not be material. All information in this Current Report is
as of the date of this Current Report, and we undertake no
obligation to update any forward-looking statement to conform
the statement to actual results or changes in our
expectations.