8-K

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):  February 24, 2014

RAMCO-GERSHENSON PROPERTIES TRUST

(Exact name of registrant as specified in its Charter)

Maryland	1-10093	13-6908486
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan	48334
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (248) 350-9900

Not applicable

(Former name or former address, if changed since last report)

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(b): On February 24, 2014, Mr. Robert A. Meister notified the Nominating and Corporate Governance Committee of the Board of Directors of Ramco-Gershenson Properties Trust that he will not stand for re-election to the Board at the Company’s 2014 annual meeting of shareholders.

5.02(e):  On February 24, 2014, the Compensation Committee of the Board of Trustees (the “Committee”) approved the adoption of the 2014 Executive Incentive Plan for the Trust’s chief executive officer (the “CEO”) and chief financial officer (the “CFO”).  Both individuals will participate in a short-term incentive program, based on the achievement of operating funds from operations per share targets, subject to the Trust’s achievement of a maximum level of debt to EBITDA.  The CEO and the CFO will have target short-term incentive opportunities equal to 100% and 60% of base salary, respectively.

Threshold payout (50% of target incentive), target payout (100% of target incentive) and maximum payout (200% of target incentive) will be determined by the Committee based on its assessment of the achievement of performance goals established in advance by the Committee.

The foregoing description is qualified in its entirety by the 2014 Executive Incentive Plan attached as Exhibit 10.1 hereto, which is hereby incorporated by reference.

Item 9.01	Exhibits
(d)	Exhibits.
	10.1	2014 Executive Incentive Plan, dated February 24, 2014

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.

	RAMCO-GERSHENSON PROPERTIES TRUST
Date:  February 28, 2014	By:	/s/ Gregory R. Andrews
		Gregory R. Andrews
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.1	2014 Executive Incentive Plan, dated February 24, 2014

EX-10.1

Ramco-Gershenson Properties Trust

2014 Executive Incentive Plan

For 2014, the CEO and CFO positions will participate in a formal short-term incentive program, based on operating funds from operations (FFO) per share, subject to a maximum ratio of Debt to EBITDA. The CEO will have a target short-term incentive opportunity equal to 100% of base salary while the CFO will have a target opportunity equal to 60% of base salary.

Specific metrics and requirements are as follows:

Funds From Operations Per Share:

Threshold payout (50% of target incentive), target payout (100% of target incentive) and maximum payout (200% of target incentive) shall occur at achievement of operating FFO per share for 2014 (adjusted for any equity issued during the year) equal to or greater than targets established by the Compensation Committee of the Trust (the “Compensation Committee”).

Maximum Debt to EBITDA:

Payment of any amounts under the short-term incentive program is subject to achievement of a ratio of Debt to EBITDA at December 31, 2014 equal to or less than the maximum ratio established by the Compensation Committee.

Administration Guidelines

• This Plan shall be administered by the Trust’s Compensation Committee, which shall be authorized to interpret this Plan, to make, amend and rescind rules and regulations relating to this Plan, to make awards under this Plan, and to make all other determinations under this Plan necessary or advisable for its administration. The Compensation Committee may at its discretion reduce the payments that would otherwise be made under this Plan.

• The performance targets shall be established by the Compensation Committee based on the Trust’s approved 2014 budget. Under the Compensation Committee’s Charter, it has the discretion to exclude from the calculation of annual incentive goals, any non-recurring special charges and amounts. Such special charges could generally include items such as significant litigation and settlement costs; restructuring charges; changes in accounting policies; acquisition and divestiture impacts; and material unbudgeted expenses incurred by or at the direction of the Board. To that end, the Committee may consider any strategic decision or change in the budget made throughout the course of 2014 that can have a material impact on operating FFO per share, either positive or negative, that was not accounted for in the budget setting process at the beginning of the year. In particular, the maximum ratio of Debt to EBITDA shall be subject to adjustment by the Compensation Committee in the event of material, unbudgeted capital expenditures (such as acquisitions or development projects) that are approved by the Board of Trustees during 2014.

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• All determinations, interpretations and constructions made by the Compensation Committee shall be final and conclusive.

• Rights under this Plan may not be transferred, assigned or pledged.

• Nothing in this Plan confers on any participant any right to continued employment and this Plan does not interfere with the Trust’s right to terminate an employee’s employment.

• A participant must be a full-time employee in good standing at the date of payment of the award in or around February 2015 in order to receive any payment under the Plan. No payment will be made to any person who leaves the full-time employ of the Trust before such date.

Adopted: February 24, 2014

14257351.2

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