UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 16, 2010
THE INTERGROUP CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-10324 13-3293645
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 889-2500
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 (see General Instruction A.2. below):
[ ] 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.
At the Fiscal 2009 Annual Meeting of Shareholders of The InterGroup
Corporation (the "Company"), held on February 24, 2010, the Company's
shareholders approved The InterGroup Corporation 2010 Omnibus Employee
Incentive Plan (the "2010 Plan"). Following the Annual Meeting of
Shareholders, the Board of Directors of the Company formally adopted the
2010 Plan.
Pursuant to, and consistent with, the terms of the 2010 Plan, the
Compensation Committee of the Company authorized a grant of 100,000 stock
options to the Company's Chairman, President and Chief Executive Officer,
John V. Winfield, on March 16, 2010. The stock options have a term of ten
years, expiring on March 15, 2020, with an exercise price of $10.30 per
share. In accordance with the terms of the 2010 Plan, the exercise price was
based on 100% of the fair market value of the Company's common stock as
determined by reference to the closing price of the Company's common stock as
reported on the NASDAQ Capital Market on the date of grant.
The stock options are subject to both time and performance based vesting
requirements, each of which must be met before the options are fully vested
and eligible to be exercised. Under the time vesting requirements, the
options vest over a period of five years with 20,000 options vesting upon
each one-year anniversary of the date of grant. Under the performance vesting
requirements, options will vest in increments of 20,000 shares upon each
increase of $2.00 or more in the fair market value of the Company's common
stock above the exercise price of the options. To satisfy this performance
requirement, the common stock must trade at that increased level for a period
of at least ten trading days during any one quarter.
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.
THE INTERGROUP CORPORATION
Dated: March 22, 2010 By /s/ Michael G. Zybala
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Michael G. Zybala
Asst. Secretary and Counsel
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