mm08-1414_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 13, 2014

HOMEFED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

1-10153	33-0304982
(Commission File Number)	(IRS Employer Identification No.)

1903 WRIGHT PLACE, SUITE 220, CARLSBAD, CALIFORNIA	92008
(Address of Principal Executive Offices)	(Zip Code)

760-918-8200

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(e) The Board of Directors of HomeFed Corporation (the “Company”) has adopted the RSU Opportunity Plan (the “Plan”) applicable to our current named executive officers (the “Participants”) and approved a Form of RSU Opportunity Notice (the “Notice”). An aggregate of 100,000 shares of Common Stock of the Company, par value $0.01 per share (“Common Stock”) is available for issuance under the Plan. Under the Plan, Participants may be granted the opportunity to receive an award of restricted stock units (“RSUs”) for Common Stock of the Company based on satisfaction of established performance criteria at the end of the performance period specified in the Plan. Awards will be made after the end of the performance period in the sole discretion of the Board of Directors.

Subject to the satisfaction of the performance criteria specified in each Participants’ Notice in the sole discretion of the Board of Directors, each Participant may be eligible to receive the following range of restricted stock units (“RSUs”): Paul J. Borden 15,000 – 20,000 RSUs; Christian E. Foulger 22,500 – 30,000 RSUs; John K. Aden, Jr. 22,500 – 30,000 RSUs; Erin N. Ruhe 15,000 – 20,000 RSUs.

The foregoing summary of the Plan and the Notice is qualified in its entirety by reference to the copy of the Plan, which is attached hereto as Exhibit 10.1 and the Form of Opportunity Notice which is attached hereto as Exhibit 10.2, each of which is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

(c)	Exhibits

10.1	RSU Opportunity Plan

10.2	Form of RSU Opportunity Notice

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2014

			HOMEFED CORPORATION


			/s/ Roland T. Kelly
			Name:	Roland T. Kelly
			Title:	Corporate Secretary

Exhibit No.	Description

10.1	RSU Opportunity Plan

10.2	Form of RSU Opportunity Notice

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EXHIBIT 10.1

HomeFed Corporation

RSU Opportunity Plan

1. Purpose. The Board of Directors (the “Board”) of HomeFed Corporation (the “Company”) desires to provide certain Eligible Employees (as defined below) the opportunity to receive an award of restricted stock units (“RSUs”) for common shares of the Company (each, a “share”) pursuant to the terms and conditions of this RSU Opportunity Plan (the “Plan”), any RSU Opportunity Notice (the “Notice”) delivered in connection with the Plan and any Award Agreement (as defined below).

2. Eligibility. The Board shall in its sole discretion determine the executives that are eligible to participate in the Plan (“Eligible Employees”).

3. Maximum Number of Shares. No more than 100,000 shares may be granted to all Eligible Employees in the aggregate if all Performance Criteria are met and all RSUs are granted under the Plan.

4. Determination of RSU Award. The period commencing on the date set forth in the Notice to an Eligible Employee and ending on December 31, 2016 shall be the “Performance Period” under this Plan. If, at the end of the Performance Period, the Board, in its sole discretion determines that an Eligible Employee has achieved the performance criteria established by the Board taking into account the performance targets set forth for an Eligible Employee in the applicable Notice (the “Performance Criteria”), the Board will grant to such Eligible Employee after the Performance Period and no later than April 1, 2017, subject to the Eligible Employee’s continued employment with the Company on the date of grant, RSUs for a number of shares to be determined by dividing the dollar amount set forth in the Eligible Employee’s Notice (which shall aggregate $3 million for all Eligible Employees) by the fair value of a share (as determined by the Board in its sole discretion) on December 31, 2016, provided that the Notice will also set forth a minimum number of shares that will be subject to the RSUs (which shall aggregate 75,000 shares for all Eligible Employees) and maximum number of shares that will be subject to the RSUs (which shall aggregate 100,000 shares for all Eligible Employees) granted to the Eligible Employee (notwithstanding the quotient determined in the prior clause) upon achievement of the Performance Criteria. The grant will be set forth in the Notice or in an Award Agreement to be executed by the Eligible Employee, which will set forth the terms and conditions of the grant (the “Award Agreement”). If the Board determines in its sole discretion that an Eligible Employee has not achieved the required Performance Criteria, or if the Eligible Employee is not employed by the Company on the date of grant, no RSUs will be awarded to such Eligible Employee.

By way of example only, if all Eligible Employees achieved their respective Performance Criteria, the aggregate number of RSUs to be granted is set forth below, giving effect to the minimum and maximum RSUs under the Plan:

Fair value /share on December 31, 2016	Number of shares subject to RSUs	Fair value of shares subject to RSU
$25	100,000		$2,500,000
$30	100,000		$3,000,000
$35	85,715		$3,000,025

	$40		75,000			$3,000,000
	$50		75,000			$3,750,000

5. Vesting; Additional Conditions. The RSUs shall be subject to such vesting and other terms and conditions as specified in the Notice and the Award Agreement. Each RSU shall be settled on or within thirty (30) days following the date on which such RSU vests.

6. Administration; Compliance. The Plan will be administered by the Board of Directors of the Company. The Board is authorized to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make sure determinations and interpretations and to take such action in connection with Plan and any benefits granted hereunder as it deems necessary or advisable. The Board shall have the authority to delegate the administration of the Plan to the Compensation Committee, to construe the Plan or awards made thereunder, to prescribe, amend and rescind the Plan and rules and regulations relating to the Plan, to determine the terms and provisions of the RSUs and to make all other determinations necessary or advisable for administering the Plan. This RSU opportunity plan shall be construed and interpreted, to the greatest extent, as exempt from Section 409A of the Internal Revenue Code of 1986, as amended, or otherwise in compliance therewith.

7. Adjustments. In the event of any corporate event or transaction involving the Company, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind, amalgamation, or other like change in capital structure (other than normal cash dividends), or any similar corporate event or transaction, the Board will substitute or adjust, in its sole discretion, the number and kind of shares or other property that may be issued under the RSU award agreement, including the maximum and minimum number of shares subject to the RSUs and the maximum value of the aggregate shares subject to the RSUs. Additional adjustment mechanism may be set forth in the Award Agreement.

8. Non-Transferability. The opportunity hereunder shall not be transferable and may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise). Transferability restrictions with respect to RSU Awards, if any, may be set forth in the Award Agreement.

9. Registration of Shares and Related Matters. The Board may delay any issuance or delivery of shares if it determines that registration, listing or qualification of shares covered by the Plan under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the sale or purchase of shares under the Plan, until such registration, listing, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Board.

10. Governing Law. This Plan and awards granted hereunder and all related matters shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

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EXHIBIT 10.2

HomeFed Corporation

1903 Wright Place, Suite 220

Carlsbad, California 92008

August , 2014

[Name of Executive

Address of Executive

City, State, Zip Code]

RE: RSU Opportunity Notice

Dear [Executive]:

On behalf of HomeFed Corporation (“HomeFed” or the “Company”), in connection with your continued service as a valued employee of HomeFed, I am delighted to advise you that HomeFed’s Board of Directors (the “Board”) has determined to grant you the opportunity to receive an award of restricted stock units (“RSUs”) for common shares of HomeFed (the “shares”), pursuant to the HomeFed Corporation RSU Opportunity Plan and as outlined below:

Determination of RSU’s. During the period commencing on [_____] and ending on December 31, 2016 (the “Performance Period”), if the Board determines, in the exercise of its sole discretion taking into account the performance targets set forth on Exhibit A hereto, that you have achieved the performance criteria as determined by the Board, you will receive RSUs for a number of shares to be determined by dividing [$____] by the fair value of a share on the December 31, 2016, as determined by the Board in its sole discretion; provided that RSUs with respect to no fewer than [____] shares and no more than [______] shares may be granted, subject to your continued employment with the Company on the RSU Grant Date. See below for examples of how this would work:

	Fair Value/share on December 31, 2016		Number of shares subject to RSUs
	$25		[_______]
	$30		[_______]
	$35		[_______]
	$40		[_______]
	$50		[_______]

If the Board determines in its sole discretion that you have not achieved the required performance criteria, you will not receive a grant of RSUs. The Board will make this determination and, as appropriate, will grant the RSUs (the “RSU Award”) following the completion of the Performance Period, but in no event later than April 1, 2017. The date on which RSUs are granted is referred to as the “RSU Grant Date”.

2.	Vesting; Additional Conditions. Fifty percent (50%) of the RSU Award will vest on December 31, 2017, and the remaining 50% of the RSU Award will vest on December 31, 2018, provided that you have been in the continuous employ of the Company through each of such

vesting dates, except as otherwise provided in an RSU award agreement or notice to be delivered to you. Additional terms and conditions of the RSU Award may apply; if so, they will be determined by the Board in its sole discretion at the RSU Grant Date and will be set forth in the RSU award agreement or notice to be delivered to you in connection with the grant of the RSU Award.

Each RSU shall be settled on or within thirty (30) days following the date on which such RSU vests. Vested RSUs shall be converted into an equivalent number of shares and distributed to you, except as otherwise provided in the applicable RSU award agreement or notice. You will have the option to have up to 40% of the RSUs settled in cash at the closing market price on the settlement date as set out in the RSU award agreement or notice to be delivered to you in connection with the grant.

Adjustments. In the event of any corporate event or transaction involving the Company, such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividend in kind, amalgamation, or other like change in capital structure (other than normal cash dividends), or any similar corporate event or transaction, the Board will substitute or adjust, in its sole discretion, the number and kind of shares or other property that may be issued under the RSU award agreement, including the maximum and minimum number of shares subject to the RSUs and the maximum value of the aggregate shares subject to the RSUs.

Compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Company intends that the Agreement be interpreted to satisfy an exemption from (or, to the extent not exempt, in compliance with) Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder, such that there are no adverse tax consequences, interest, or penalties as a result of the payments.

We intend this letter agreement to be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this letter agreement to the substantive law of another jurisdiction. You understand that this letter does not confer any rights of continued employment upon you and does not restrict the Company’s right to terminate your employment at any time or for any reason. This letter agreement supersedes any and all other agreements, representations or understandings (whether written or oral) between the Company and you with respect to your employment or compensation.

Kindly acknowledge your agreement to the terms of this letter by signing the enclosed copy and returning it to the undersigned, whereupon it shall be a binding agreement between the Company and you as to the terms set forth in this letter agreement.

Very truly yours,

____________________________________________

Accepted and Agreed to:

[Name of Executive]

Date:__________________________________

Schedule A

[Insert Performance Criteria for Executive]