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): October 1, 2014
CAMPUS CREST COMMUNITIES, INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other jurisdiction
of incorporation or organization) |
001-34872
(Commission File Number) |
27-2481988
(IRS Employer
Identification No.) |
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2100 Rexford Road, Suite 414
Charlotte, North Carolina
(Address of principal executive offices) |
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28211
(Zip Code) |
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Registrant’s telephone number, including area code: (704) 496-2500 |
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
(b) Resignation of Officers
Resignation of Mr. Brian L. Sharpe as
Executive Vice President and Chief Construction and Facilities Officer
On October 1, 2014, Brian L. Sharpe tendered
his resignation as Executive Vice President and Chief Construction and Facilities Officer Campus Crest Communities,
Inc. (the “Company”), effective immediately, in order pursue other opportunities due to a decrease in the Company’s
development and construction activities. In connection with Mr. Sharpe’s resignation, the Company and Mr. Sharpe entered
into a Separation Agreement, effective as of October 1, 2014 (the “Sharpe Separation Agreement”). In addition to providing
for the termination of Mr. Sharpe’s employment as Executive Vice President and Chief Construction and Facilities Officer, the Sharpe Separation Agreement provides that Mr. Sharpe will receive the following compensation and benefits:
| · | a cash payment of $550,000
(equal to two times Mr. Sharpe’s current annual base salary), to be paid in equal monthly installments over a period of 24
months commencing no later than November 30, 2014; |
| · | a cash payment of $639,636 (equal to two
time the bonus paid to Mr. Sharpe in 2014), to be paid in equal monthly installments over a period
of 24 months commencing no later than November 30, 2014; |
| · | waiver of the requirement
in Mr. Sharpe’s restricted stock award dated April 22, 2013 that he be employed by the Company on the date on which the performance
condition specified in such award is satisfied in order to vest in such award; and |
| · | vesting of all other unvested
restricted stock awards held by Mr. Sharpe on October 1, 2014. |
Under the Sharpe Separation Agreement, Mr.
Sharpe released and discharged, and covenanted not to sue, the Company or any of its affiliates, subsidiaries, parent companies,
predecessors, successors and assigns or any of their respective officers, directors, employees, shareholders and other agents and
related parties from any and all claims of any nature which Mr. Sharpe now has or may later claim to have against the foregoing
parties, whether known or unknown to him, resulting from anything that occurred prior to the date of the Sharpe Separation Agreement.
Mr. Sharpe continues to be bound by the obligations, including post-termination obligations, under the Confidentiality and Noncompetition
Agreement made and entered into as of August 5, 2013, which agreement has been filed previously as
Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.
A copy of the Sharpe Separation Agreement
is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The summary set forth above
does not purport to be complete and is qualified in its entirety by reference to this document.
Resignation of Mr. Robert Dann as Chief
Operating Officer
October 1, 2014, the Company notified Mr.
Robert Dann, Chief Operating Officer, that his Employment Agreement with the Company dated March 29, 2011 and amended August 5,
2013 (the “Dann Employment Agreement”), would not be renewed.
On October 1, 2014, Robert Dann tendered
his resignation as Chief Operating Officer of the Company, effective immediately. In connection with Mr. Dann’s resignation,
the Company and Mr. Dann entered into a Separation Agreement, effective as of October 1, 2014 (the “Dann Separation Agreement”).
In addition to providing for the termination of Mr. Dann’s employment as Chief Operating Officer, the Dann Separation Agreement
provides that Mr. Dann will receive the following compensation and benefits:
| · | a cash severance payment of $360,000 (equal
to Mr. Dann’s current annual base salary), to be paid in accordance with the Company’s
schedule for payments to executive officers of the Company; |
| · | a lump sum cash payment of
$20,404.40 (equal to the amount of the Company paid portion of Mr. Dann’s annual medical, dental and vision coverage for
12 months); and |
| · | vesting of all unvested restricted
stock awards, other than Mr. Dann’s restricted stock award dated April 22, 2013, held by Mr. Dann on October 1, 2014. |
Under the Dann Separation Agreement, Mr.
Dann released and discharged, and covenanted not to sue, the Company or any of its affiliates, subsidiaries, parent companies,
predecessors, successors and assigns or any of their respective officers, directors, employees, shareholders and other agents and
related parties from any and all claims of any nature which Mr. Dann now has or may later claim to have against the foregoing parties,
whether known or unknown to him, resulting from anything that occurred prior to the date of the Dann Separation Agreement. Mr.
Dann continues to be bound by the obligations, including post-termination obligations, under the Confidentiality and Noncompetition
Agreement made and entered into as of March 29, 2011, which agreement has been filed previously as
Exhibit 10.5 to the Company’s Annual Report on Form 10-Q for the year ended March 31, 2011.
A copy of the Dann Separation Agreement
is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The summary set forth above
does not purport to be complete and is qualified in its entirety by reference to this document.
(c) Appointment of Officer
Effective October 1, 2014, the Board of Directors
of the Company (the “Board”) appointed Scott Rochon to serve as the Company’s Chief Accounting Officer, effective
immediately. Mr. Rochon, 39, has served as the Company’s Senior Vice President and Corporate Controller since December 2012.
Prior to joining the Company, from 2002 through, 2012, Mr. Rochon served in various finance roles within Kerzner International
Hotels Limited, an international developer and operator of destination resorts, casinos and luxury hotels. During this time, Mr.
Rochon led corporate accounting activities, provided direction to property level finance departments, and served in other financial
oversight roles. Mr. Rochon received his Bachelor of Science degree from Virginia Polytechnic Institute and State University and
is a certified public accountant.
Mr. Rochon currently holds no other positions
with the Company. There is no arrangement or understanding pursuant to which Mr. Rochon was appointed as the Chief Accounting
Officer of the Company. Mr. Rochon has no family relationships with any other executive officers or directors
of the Company or persons nominated or chosen by the Company to become directors or executive officers. There is
no material plan, contract or arrangement (whether or not written) to which Mr. Rochon is a party or in which he participates that
is entered into or material amendment in connection with the Company’s appointment of Mr. Rochon, or any grant
or award to Mr. Rochon or modification thereto, under any such plan, contract or arrangement in connection with the Company’s appointment of
Mr. Rochon. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation
S-K.
Item 7.01 |
Regulation FD Disclosure. |
On October 7, 2014, the Company issued a
press release relating to the management changes described in Item 5.02 above. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and shall not be deemed “filed” with the Securities and Exchange Commission
(the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the
Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference
in such a filing.
On October 7, 2014, the Company issued a
press release announcing the Company’s final leasing results for the 2014/2015 academic year. A copy of the press release
is furnished as Exhibit 99.2 to this Current Report on Form 8-K and shall not be deemed “filed” with the SEC for the
purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing made by the Company
under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
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Description |
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10.1 |
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Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Brian L. Sharpe. |
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10.2 |
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Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Robert Dann. |
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99.1 |
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Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to certain changes to the management of the Company. |
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99.2 |
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Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to the Company’s final leasing results for the 2014/2015 academic year. |
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.
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CAMPUS CREST COMMUNITIES, INC. |
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Date: October 7, 2014 |
/s/ Donald L. Bobbitt, Jr. |
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Donald L. Bobbitt, Jr. |
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Executive Vice President, Chief Financial Officer and Secretary |
Exhibit Index
Exhibit
Number |
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Description |
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10.1 |
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Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Brian L. Sharpe. |
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10.2 |
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Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Robert Dann. |
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99.1 |
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Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to certain changes to the management of the Company. |
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99.2 |
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Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to the Company’s final leasing results for the 2014/2015 academic year. |
Exhibit 10.1
BRIAN SHARPE
SEPARATION AGREEMENT
This Agreement (the “Agreement”) will confirm the
arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the “Company” or “we”
or “us”) as a result of the termination of your employment effective October 1, 2014. It constitutes our entire understanding
regarding the terms of your separation.
| 1. | Separation of Employment. Your last day of employment with the Company will be October 1, 2014
(your “Separation Date”). As of your Separation Date, you will be relieved of all further duties and responsibilities
and are no longer authorized to transact business or incur any expenses, obligations, or liabilities on behalf of the Company.
However, for two years following your Separation Date, you agree to be available to respond to future inquiries or reasonable requests
for assistance from us related to matters arising during your employment with the Company. |
| 2. | Post-Separation Benefits. In exchange for your executing this Agreement and abiding by its terms, the Company will provide
you with the following benefits: |
| · | The sum of $550,000 (two times your current annual base salary of $275,000.00) to be paid in equal
installments on the Company’s regular paydays for the payment of base salary to executives, less payroll deductions, for
a period of 24 months commencing no later than 60 days following your Separation Date, with the exact commencement of payments
to be determined in the sole discretion of the Company; except that the first payment shall include any payments that would already
have been paid had payments commenced on October 2, 2014; |
| · | The sum of $639,636.00 (two times the bonus provided to you in 2014 for your work in 2013), to be paid in equal installments
on the Company’s regular paydays for the payment of base salary to executives, less payroll deductions, for a period of 24
months commencing no later than 60 days following your Separation Date, with the exact commencement of payments to be determined
in the sole discretion of the Company; except that the first payment shall include any payments that would already have been paid
had payments commenced on October 2, 2014; and |
| · | An amendment to your restricted stock award dated April 22, 2013 (the “Performance Award”) that will waive the
requirement that you must be employed with the Company on the date on which the performance condition specified in Section 2(b)
of the Performance Award is satisfied in order to vest in such award and an amendment to your outstanding restricted stock awards
other than the Performance Award that provides that the vesting of such awards will be accelerated to become fully vested on the
Separation Date. |
The Company shall have the right to offset against
any sums payable to you under this Agreement that are exempt from section 409A of the Internal Revenue Code of 1986, as amended,
any amounts you owe the Company as a result of expense account indebtedness, failure to return Company property, or other advances
or debts due.
You acknowledge that the payments
and benefit described above and all other benefits and consideration contained herein are given to you in exchange for your executing
this Agreement and abiding by its terms. You further acknowledge that the payment described above is not required by your Employment
Agreement or the Company’s policies and procedures and constitutes value to which you are not already entitled.
Regardless of whether you sign this
Agreement, you will receive your regular base salary through your Separation Date and payment for unused vacation accrued through
your Separation Date in accordance with normal Company policies for payment upon termination of employment.
You will not be eligible to accrue
vacation, participate in any retirement or savings plan, or receive any other employment benefits after your Separation Date. No
further amounts shall be due or owed to you from the Company for or in any way relating to or connected with your employment with
us, except as set forth above.
| 3. | Release of Claims. Except for any claims you may have for workers’ compensation benefits, unemployment compensation
benefits, vested pension or retirement benefits, or nonforfeitable health care, disability, or other similar welfare benefits (which
are not released by this Agreement) and in further consideration of the benefits we have agreed to provide you, you do hereby release
and forever discharge the Company and its affiliates, subsidiaries, parent companies, predecessors, successors, and assigns, and
all of their present and former officers, directors, benefit plans and programs, agents, representatives, shareholders, attorneys,
trustees, and employees (hereinafter collectively referred to as the “Releasees”) from any and all claims, actions,
causes of action, suits, entitlements, liabilities, agreements, damages, losses, or expenses (including attorney’s fees and
costs actually incurred) of any nature whatsoever, whether known or unknown (hereinafter “Claim” or “Claims”),
that you have, may have had, or may later claim to have had against any of them for personal injuries, losses or damage to personal
property, breach of contract (express or implied), breach of any covenant of good faith (express or implied), or any other losses
or expenses of any kind (whether arising in tort or contract or by statute) resulting from anything that has occurred prior to
the date you execute this Agreement. This release includes, but is not limited to, any Claims for back pay, liquidated damages,
compensatory damages, or any other losses or other damages to you or your property resulting from any claimed violation of local,
state, or federal law, including, for example (but not limited to), claims arising under Title VII of the Civil Rights Act of 1964,
42 U.S.C. § 2000e et seq. (prohibiting discrimination on account of race, color, religion, sex, or national
origin); 42 U.S.C. § 1981; the Age Discrimination in Employment Act (the “ADEA”), 29 U.S.C. § 621 et
seq. (prohibiting discrimination on account of age); the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101
et seq. (prohibiting discrimination on account of disabilities); the Uniformed Services Employment and Reemployment
Rights Act of 1994, 38 U.S.C. § 4301 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C.
§ 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et
seq.; Title II of the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.;
the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. § 143-422.1 et seq.; the North Carolina
Persons With Disabilities Protection Act, N.C. Gen. Stat. § 168A-1 et seq.; the Occupational Safety and Health
Act of North Carolina, N.C. Gen. Stat. § 95-151; the North Carolina Wage and Hour Act, N.C. Gen. Stat. § 95-25.1 et
seq.; any other Claims under federal, state, or local statutory or common law; or any claim under any Employment Agreement
between you and the Company. The foregoing release of Claims expressly includes a waiver of any right to recovery for the Claims
released herein in any and all private causes of action and/or charges and/or in any and all complaints filed with, or by, any
governmental agency and/or other person or tribunal. This Agreement does not, however, waive rights or claims that may arise after
the date you sign it below. |
You expressly acknowledge that this Agreement is intended
to include in its effect, without limitation, all Claims which you do not know or suspect to exist in your favor at the time you
sign this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or Claims. Thus, in order to effectuate
a full and complete release and discharge of the Released Parties, you expressly waive and relinquish all rights and benefits which
you may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement
to Claims known or suspected prior to the date you sign this Agreement, and do so understanding and acknowledging the significance
and consequences of such specific waiver.
| 4. | Affirmations. You affirm that you have not filed, caused to be filed, or are not presently a party to any claim, complaint,
or action against the Company in any forum or form. You furthermore affirm that you have no known workplace injuries or occupational
diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act. You further
affirm that you are not aware of any wrongful, tortious, or criminal action committed by the Company or its agents. |
| 5. | Covenant Not to Sue. You agree that, except to the extent such right may not be waived by law,
you will not commence any legal action or lawsuit or otherwise assert any legal claim seeking relief for any Claim released or
waived under the Release of Claims provision above. This “covenant not to sue” does not, however, prevent or prohibit
you from seeking a judicial determination of the validity of your Release of Claims under the Age Discrimination in Employment
Act (“ADEA”). In addition, this “covenant not to sue” does not prevent or prohibit you from filing any
administrative complaint or charge against the Releasees (or any of them) with any federal, state, or local agency, including,
for instance, the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor, but you understand that by signing
this Agreement, you will have no right to recover monetary damages or obtain individual relief of any kind in such proceeding with
respect to Claims released or waived by this Agreement. |
| 6. | Non-Admission. This Agreement shall not in any way be construed as an admission by the Company
that it has acted wrongfully with respect to you or any other person, or that you have any rights whatsoever against the Company. |
| 7. | Return of Property. You represent that you have returned or agree that you will return to the
Company on or before the Effective Date of this Agreement any and all Company property in your possession or control, including,
but not limited to the Company car currently in your possession, a 2013 Tesla S, VIN No. 5YJSA1DN1DFP13255, all keys, credit
cards, computers, cellular telephones, and other personal items or equipment provided to you by the Company for use during your
employment, together with all written or recorded materials, documents, computer discs, plans, records, notes, files, drawings,
or papers, and any copies thereof, relating to the affairs of the Company, including all notes or records relating to clients of
the Company. Any severance benefits payable under this Agreement will not be paid until after you have returned all Company property
in your possession. |
| 8. | Confidentiality. You agree that you will keep the terms, amount, and fact of this Agreement
completely confidential, and that, except as required by law, as necessary for the enforcement of this Agreement, or as authorized
in writing by the Company, you will not hereafter disclose any information concerning this Agreement to anyone other than your
immediate family and professional representatives who will be informed by you of, and must agree to be bound by, this confidentiality
clause before you disclose any information about this Agreement to them. |
| 9. | The parties agree that the Confidentiality and Noncompetition Agreement that you entered into effective August 5, 2013 remains
in effect and is incorporated herein by reference with the following modifications: |
| · | Section 1(d) is deleted. |
| · | The following language is added to Section 1: |
(d) “Competitive Business” shall mean
the development, construction, acquisition, sale, marketing or management of facilities whose primary function and purpose is student
housing and/or the provision of third party student housing services to providers of student housing.
and
(j) “Services” shall mean (a) providing
managerial, operational or executive-level oversight, (b) providing strategic guidance, (c) providing any additional services of
the type that Executive performed for Company. You acknowledge and agree that these are the services that you performed for the
Company.
| · | Section 4 is amended to read as follows: |
You covenant and agree that during the Restricted Period,
in any State of the United States of America in which the Company conducts business, has purchased or is under contract to purchase
real estate to conduct business, or has identified specific sites as potential future development opportunities, you shall not,
directly or indirectly whether individually or as a principal, partner, officer, director, consultant contractor, employee, stockholder
or manager of any person, partnership, corporation limited liability company or any other entity provide Services for a Competitive
Business.
| · | The following language is added as the last sentence of Section 5: |
This provision (ii) applies to those persons, concerns,
or entities that were actual or potential customers or suppliers of the Company during the time period of Executive’s employment
with the Company and with which Executive or those he supervised had contact on behalf of the Company.
Except as otherwise provided in this Agreement, the
Employment Agreement that you and the Company entered into effective August 5, 2013, is hereby superseded and shall be null and
void, effective immediately.
| 10. | Non-Disparagement. You agree not to make any oral or written statement or take any other action that disparages or criticizes
the Company or its management or practices, that damages the Company’s good reputation, or that impairs its normal operations.
You understand that this nondisparagement provision does not apply on occasions when you are subpoenaed or ordered by a court or
other governmental authority to testify or give evidence and must, of course, respond truthfully, to conduct otherwise protected
by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights,
powers, privileges, or claims not released by this Agreement. You also understand that the foregoing nondisparagement provision
does not apply on occasions when you provide truthful information in good faith to any federal, state, or local governmental body,
agency, or official investigating an alleged violation of any antidiscrimination or other employment-related law or otherwise gathering
information or evidence pursuant to any official investigation, hearing, trial, or proceeding. Nothing in this nondisparagement
provision is intended in any way to intimidate, coerce, deter, persuade, or compensate you with respect to providing, withholding,
or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any
similar or related provision of state or federal law. |
| 11. | Expenses. You agree that you have been reimbursed by the Company for all reasonable and necessary out-of-pocket travel
and other business expenses incurred by you in accordance with the Company’s policies. |
| 12. | Consequences of Breach. You agree that you will indemnify and hold the Releasees harmless from
any loss, cost, damage, or expense (including attorneys’ fees) incurred by them arising out of your breach of any portion
of this Agreement. You also understand that your entitlement to and retention of the benefits we have agreed to provide you herein
are expressly conditioned upon your fulfillment of your promises herein, and you agree, to the extent permitted or required by
law, immediately to return or repay the amounts you have received from us pursuant to this Agreement in excess of $100.00 upon
your breach of any provision of this Agreement. For the purposes of this paragraph, a subsequent legal challenge to the validity
of your release of claims under the ADEA in this Agreement will not be considered a breach of this Agreement. However, the severance
benefits paid to you under this Agreement may serve as restitution, recoupment, and/or setoff in the event you prevail on the merits
of such claim. |
| 13. | Choice of Law and Entire Agreement. This Agreement shall be governed by the laws of the State of North Carolina, without
regard to conflict of laws principles. This Agreement represents the entire understanding between you and the Company and supersedes
any prior agreement or plan regarding its contents. Any alteration or modification of this Agreement shall not be valid unless
in writing and signed by all parties. |
| 14. | Arbitration. Any and all disputes relating to your employment with the Company, the termination
of that employment, and the parties’ compliance with or alleged breach of this Agreement are subject to arbitration by both
you and the Company in accordance with the arbitration provisions set forth in Paragraphs 12 and 17 of the Employment Agreement
between you and the Company entered into August 5, 2013, which paragraphs are hereby incorporated by reference. |
| 15. | Severability. The provisions of this Agreement are severable, and if any term of this Agreement
is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full
force and effect. |
| 16. | Consideration Period. Because the arrangements discussed in this Agreement affect important rights and obligations,
we advise you to consult with an attorney before you agree to the terms set forth herein. You have twenty-one (21) days from the
date you receive this Agreement within which to consider it, and you may take as much of that time as you wish before signing.
If you decide to accept the benefits offered herein, you must sign this Agreement on or before the expiration of the twenty-one
(21)-day period and return it promptly to Brandon Parise at the Company at brandon.parise@campuscrest.com, whose address is Campus
Crest Real Estate Management, 2100 Rexford Road, #414, Charlotte, NC 28211. If you do not wish to accept the terms of this Agreement,
you do not have to do anything. |
| 17. | Revocation Rights. For a period of up to and including seven (7) days after the date you sign this Agreement, you may
revoke it entirely. No rights or obligations contained in this Agreement shall become enforceable before the end of the seven-day
revocation period. If you decide to revoke the Agreement, you must deliver to Mr. Parise at the contact address described in Paragraph
16 above a signed notice of revocation on or before the last day of this seven-day period. Upon delivery of a notice of revocation
to the Company, this Agreement shall be canceled and void, and neither you nor the Company shall have any rights or obligations
arising under it. |
| 18. | Effective Date. This Agreement shall become effective (the “Effective Date”) eight (8) days after the date
you execute it below and have returned all Company property in your possession, unless it is earlier revoked by you pursuant to
the provisions set forth in the “Revocation Rights” section of this Agreement. |
| 19. | Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its respective
successors and assigns, and upon you and any of your heirs, personal representatives and assigns, except that my duties hereunder
may not be delegated. |
| 20. | Interpretation. The language used in this Amended Agreement shall not be construed in favor of or against either of
the Parties, but shall be construed as if both of the Parties prepared this Amended Agreement. The language used in this Amended
Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction
shall be applied against any such Party. |
| 21. | Section 409A. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code
of 1986, as amended, and the Department of Treasury guidance thereunder (“Section 409A”). This Agreement shall be interpreted
and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the
extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition
of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated
with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result
of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated
as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months
following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral
within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following
the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of
Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the
Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available
shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A,
in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with
respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the
designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made
in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement to “termination
of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation
from service” within the meaning of Section 409A (a “Separation from Service”), and no payment subject to Section
409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance
with Section 409A) you incur a Separation from Service. In addition, if you are a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, any payment subject to Section 409A that would otherwise
have been payable on account of, and within the first six months following, your Separation from Service will become payable on
the first business day after six months following the Separation Date or, if earlier, the date of your death. |
| 22. | Acknowledgments. If the terms of this Agreement correctly set forth our agreement, please so indicate by signing in
the appropriate space below. Your signature will be an acknowledgment that no other promise or agreement of any kind has been made
to you by the Company to cause you to execute this Agreement, that you had twenty-one (21) days to review this Agreement and to
consult with an attorney or other person of your choosing about its terms before signing it, that the only consideration for your
signature is as indicated above, that you fully understand and accept this Agreement, that you are not coerced into signing it,
and that you signed it knowingly and voluntarily because it is satisfactory to you. |
CAMPUS CREST COMMUNITIES, INC. |
|
|
|
|
By: |
/s/ Ted Rollins |
|
|
Ted Rollins |
|
|
Chief Executive Officer |
|
I have carefully read the above Confidential Separation Agreement
and General Release, understand the meaning and intent thereof, and voluntarily agree to its terms this 1st day of October, 2014.
/s/ Brian L. Sharpe |
|
Brian L. Sharpe |
|
Exhibit 10.2
ROBERT DANN
SEPARATION
AGREEMENT
This Agreement (the “Agreement”)
will confirm the arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the “Company”
or “we” or “us”) as a result of the Company’s decision not to renew your employment agreement when
it expires on December 31, 2014. It constitutes our entire understanding regarding the terms of your separation.
| 1. | Separation
of Employment. You will be deemed to have voluntarily resigned your employment with
the Company without good reason, and your last day of employment with the Company will
be October 1, 2014 (your “Separation Date”). As of your Separation Date,
you will be relieved of all further duties and responsibilities and are no longer authorized
to transact business or incur any expenses, obligations, or liabilities on behalf of
the Company. However, for the remainder of 2014 and throughout 2015, you agree to be
available to respond to future inquiries or reasonable requests for assistance from us
related to matters arising during your employment with the Company. |
| 2. | Post-Separation Benefits. In exchange
for your executing this Agreement and abiding by its terms, the Company will provide
you with: (1) base salary at your current annual base salary of $360,000.00 as salary
continuation, to be paid on the Company’s regular paydays for the payment of base
salary to executives, less payroll deductions, from October 2, 2014 through October 2,
2015; (2) a lump sum intended to equal the amount of the Company-paid portion of your
annual medical, dental, and vision base coverage for 12 months, grossed up to account
for tax deductions, in the amount of $20,404.40, less payroll deductions payable in November
2014; and (3) an amendment to your outstanding restricted stock awards other than your
restricted stock award dated April 22, 2013 that provides that the vesting of such awards
will be accelerated to become fully vested on the Separation Date. |
The Company shall have
the right to offset against any sums payable to you under this Agreement that are exempt from section 409A of the Internal Revenue
Code of 1986, as amended, any amounts you owe the Company as a result of expense account indebtedness, failure to return Company
property, or other advances or debts due.
You
acknowledge that the payments and benefit described above and all other benefits and consideration contained herein are given
to you in exchange for your executing this Agreement and abiding by its terms. You further acknowledge that the payment described
above is not required by your Employment Agreement or the Company’s policies and procedures and constitutes value to which
you are not already entitled.
Regardless
of whether you sign this Agreement, you will receive your regular base salary through your Separation Date and payment for unused
vacation accrued through your Separation Date in accordance with normal Company policies for payment upon termination of employment.
You
will not be eligible to accrue vacation, participate in any retirement or savings plan, or receive any other employment benefits
after your Separation Date. No further amounts shall be due or owed to you from the Company for or in any way relating to or connected
with your employment with us, except as set forth above.
| 3. | Release of Claims. Except for
any claims you may have for workers’ compensation benefits, unemployment compensation
benefits, vested pension or retirement benefits, or nonforfeitable health care, disability,
or other similar welfare benefits (which are not released by this Agreement) and in further
consideration of the benefits we have agreed to provide you, you do hereby release and
forever discharge the Company and its affiliates, subsidiaries, parent companies, predecessors,
successors, and assigns, and all of their present and former officers, directors, benefit
plans and programs, agents, representatives, shareholders, attorneys, trustees, and employees
(hereinafter collectively referred to as the “Releasees”) from any and all
claims, actions, causes of action, suits, entitlements, liabilities, agreements, damages,
losses, or expenses (including attorney’s fees and costs actually incurred) of
any nature whatsoever, whether known or unknown (hereinafter “Claim” or “Claims”),
that you have, may have had, or may later claim to have had against any of them for personal
injuries, losses or damage to personal property, breach of contract (express or implied),
breach of any covenant of good faith (express or implied), or any other losses or expenses
of any kind (whether arising in tort or contract or by statute) resulting from anything
that has occurred prior to the date you execute this Agreement. This release includes,
but is not limited to, any Claims for back pay, liquidated damages, compensatory damages,
or any other losses or other damages to you or your property resulting from any claimed
violation of local, state, or federal law, including, for example (but not limited to),
claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
et seq. (prohibiting discrimination on account of race, color, religion,
sex, or national origin); 42 U.S.C. § 1981; the Age Discrimination in Employment
Act (the “ADEA”), 29 U.S.C. § 621 et seq. (prohibiting
discrimination on account of age); the Americans with Disabilities Act of 1990, 42 U.S.C.
§ 12101 et seq. (prohibiting discrimination on account of disabilities);
the Uniformed Services Employment and Reemployment Rights Act of 1994, 38 U.S.C. § 4301
et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C.
§ 1001 et seq.; the Worker Adjustment and Retraining Notification
Act, 29 U.S.C. § 2101 et seq.; Title II of the Genetic Information
Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.;
the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. § 143-422.1
et seq.; the North Carolina Persons With Disabilities Protection Act, N.C.
Gen. Stat. § 168A-1 et seq.; the Occupational Safety and Health Act
of North Carolina, N.C. Gen. Stat. § 95-151; the North Carolina Wage and Hour Act,
N.C. Gen. Stat. § 95-25.1 et seq.; any other Claims under federal,
state, or local statutory or common law; or any claim under any Employment Agreement
between you and the Company. The foregoing release of Claims expressly includes a waiver
of any right to recovery for the Claims released herein in any and all private causes
of action and/or charges and/or in any and all complaints filed with, or by, any governmental
agency and/or other person or tribunal. This Agreement does not, however, waive rights
or claims that may arise after the date you sign it below. |
You expressly acknowledge
that this Agreement is intended to include in its effect, without limitation, all Claims which you do not know or suspect to exist
in your favor at the time you sign this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or
Claims. Thus, in order to effectuate a full and complete release and discharge of the Released Parties, you expressly waive and
relinquish all rights and benefits which you may have under any state or federal statute or common law principle that would otherwise
limit the effect of this Agreement to Claims known or suspected prior to the date you sign this Agreement, and do so understanding
and acknowledging the significance and consequences of such specific waiver.
| 4. | Affirmations. You affirm that
you have not filed, caused to be filed, or are not presently a party to any claim, complaint,
or action against the Company in any forum or form. You furthermore affirm that you have
no known workplace injuries or occupational diseases and have been provided and/or have
not been denied any leave requested under the Family and Medical Leave Act. You further
affirm that you are not aware of any wrongful, tortious, or criminal action committed
by the Company or its agents. |
| 5. | Covenant
Not to Sue. You agree that, except to the extent such right may not be waived by
law, you will not commence any legal action or lawsuit or otherwise assert any legal
claim seeking relief for any Claim released or waived under the Release of Claims provision
above. This “covenant not to sue” does not, however, prevent or prohibit
you from seeking a judicial determination of the validity of your Release of Claims under
the Age Discrimination in Employment Act (“ADEA”). In addition, this “covenant
not to sue” does not prevent or prohibit you from filing any administrative complaint
or charge against the Releasees (or any of them) with any federal, state, or local agency,
including, for instance, the U.S. Equal Employment Opportunity Commission or the U.S.
Department of Labor, but you understand that by signing this Agreement, you will have
no right to recover monetary damages or obtain individual relief of any kind in such
proceeding with respect to Claims released or waived by this Agreement. |
| 6. | Non-Admission.
This Agreement shall not in any way be construed as an admission by the Company that
it has acted wrongfully with respect to you or any other person, or that you have any
rights whatsoever against the Company. |
| 7. | Return of
Property. You represent that you have returned or agree that you will return to the
Company on or before the Effective Date of this Agreement any and all Company property
in your possession or control, including, but not limited to, the Company car currently
in your possession, a 2014 Maserati Ghibli, VIN No. ZAH57X5A6E1108510, all keys, credit
cards, computers, cellular telephones, and other personal items or equipment provided
to you by the Company for use during your employment, together with all written or recorded
materials, documents, computer discs, plans, records, notes, files, drawings, or papers,
and any copies thereof, relating to the affairs of the Company, including all notes or
records relating to clients of the Company. Any severance benefits payable under this
Agreement will not be paid until after you have returned all Company property in your
possession. |
| 8. | Confidentiality.
You agree that you will keep the terms, amount, and fact of this Agreement completely
confidential, and that, except as required by law, as necessary for the enforcement of
this Agreement, or as authorized in writing by the Company, you will not hereafter disclose
any information concerning this Agreement to anyone other than your immediate family
and professional representatives who will be informed by you of, and must agree to be
bound by, this confidentiality clause before you disclose any information about this
Agreement to them. |
| 9. | The parties agree that the Confidentiality
and Noncompetition Agreement that you entered into effective on or about March 29, 2011
remains in effect and is incorporated herein by reference with the following modifications: |
| · | Section
1(d) is deleted. |
| · | The
following language is added to Section 1: |
(d) “Competitive
Business” shall mean the development, construction, acquisition, sale, marketing or management of facilities whose primary
function and purpose is student housing and/or the provision of third party student housing services to providers of student housing.
and
(j) “Services”
shall mean (a) providing managerial, operational or executive-level oversight, (b) providing strategic guidance, (c) providing
any additional services of the type that Executive performed for Company. You acknowledge and agree that these are the services
that you performed for the Company.
| · | Section
4 is amended to read as follows: |
You covenant and agree that
during the Restricted Period, in any State of the United States of America in which the Company conducts business, has purchased
or is under contract to purchase real estate to conduct business, or has identified specific sites as potential future development
opportunities, you shall not, directly or indirectly whether individually or as a principal, partner, officer, director, consultant
contractor, employee, stockholder or manager of any person, partnership, corporation limited liability company or any other entity
provide Services for a Competitive Business.
| · | The
following language is added as the last sentence of Section 5: |
This provision
(ii) applies to those persons, concerns, or entities that were actual or potential customers or suppliers of the Company during
the time period of Executive’s employment with the Company and with which Executive or those he supervised had contact on
behalf of the Company.
Except as otherwise provided
in this Agreement, the Employment Agreement that you and the Company entered into effective on or about March 29, 2011, which
was amended effective January 1, 2013 is hereby superseded and shall be null and void, effective immediately.
| 10. | Non-Disparagement. You agree
not to make any oral or written statement or take any other action that disparages or
criticizes the Company or its management or practices, that damages the Company’s
good reputation, or that impairs its normal operations. You understand that this nondisparagement
provision does not apply on occasions when you are subpoenaed or ordered by a court or
other governmental authority to testify or give evidence and must, of course, respond
truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or
testimony in the context of enforcing the terms of this Agreement or other rights, powers,
privileges, or claims not released by this Agreement. You also understand that the foregoing
nondisparagement provision does not apply on occasions when you provide truthful information
in good faith to any federal, state, or local governmental body, agency, or official
investigating an alleged violation of any antidiscrimination or other employment-related
law or otherwise gathering information or evidence pursuant to any official investigation,
hearing, trial, or proceeding. Nothing in this nondisparagement provision is intended
in any way to intimidate, coerce, deter, persuade, or compensate you with respect to
providing, withholding, or restricting any communication whatsoever to the extent prohibited
under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision
of state or federal law. |
| 11. | Expenses. You agree that you
have been reimbursed by the Company for all reasonable and necessary out-of-pocket travel
and other business expenses incurred by you in accordance with the Company’s policies. |
| 12. | Consequences
of Breach. You agree that you will indemnify and hold the Releasees harmless from
any loss, cost, damage, or expense (including attorneys’ fees) incurred by them
arising out of your breach of any portion of this Agreement. You also understand that
your entitlement to and retention of the benefits we have agreed to provide you herein
are expressly conditioned upon your fulfillment of your promises herein, and you agree,
to the extent permitted or required by law, immediately to return or repay the amounts
you have received from us pursuant to this Agreement in excess of $100.00 upon your breach
of any provision of this Agreement. For the purposes of this paragraph, a subsequent
legal challenge to the validity of your release of claims under the ADEA in this Agreement
will not be considered a breach of this Agreement. However, the severance benefits paid
to you under this Agreement may serve as restitution, recoupment, and/or setoff in the
event you prevail on the merits of such claim. |
| 13. | Choice of Law and Entire Agreement.
This Agreement shall be governed by the laws of the State of North Carolina, without
regard to conflict of laws principles. This Agreement represents the entire understanding
between you and the Company and supersedes any prior agreement or plan regarding its
contents. Any alteration or modification of this Agreement shall not be valid unless
in writing and signed by all parties. |
| 14. | Arbitration.
Any and all disputes relating to your employment with the Company, the termination of
that employment, and the parties’ compliance with or alleged breach of this Agreement
are subject to arbitration by both you and the Company in accordance with the arbitration
provisions set forth in Paragraphs 12 and 17 of the Employment Agreement between you
and the Company entered into on March 21, 2011, which paragraphs are hereby incorporated
by reference. |
| 15. | Severability.
The provisions of this Agreement are severable, and if any term of this Agreement is
held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the
remaining terms shall remain in full force and effect. |
| 16. | Consideration Period. Because
the arrangements discussed in this Agreement affect important rights and obligations,
we advise you to consult with an attorney before you agree to the terms set forth herein.
You have twenty-one (21) days from the date you receive this Agreement within which to
consider it, and you may take as much of that time as you wish before signing. If you
decide to accept the benefits offered herein, you must sign this Agreement on or before
the expiration of the twenty-one (21)-day period and return it promptly to Brandon Parise
at the Company at brandon.parise@campuscrest.com, whose address is Campus Crest Real
Estate Management, 2100 Rexford Road, #414, Charlotte, NC 28211. If you do not wish to
accept the terms of this Agreement, you do not have to do anything. |
| 17. | Revocation Rights. For a period
of up to and including seven (7) days after the date you sign this Agreement, you may
revoke it entirely. No rights or obligations contained in this Agreement shall become
enforceable before the end of the seven-day revocation period. If you decide to revoke
the Agreement, you must deliver to Mr. Parise at the contact address described in Paragraph
16 above a signed notice of revocation on or before the last day of this seven-day period.
Upon delivery of a notice of revocation to the Company, this Agreement shall be canceled
and void, and neither you nor the Company shall have any rights or obligations arising
under it. |
| 18. | Effective Date. This Agreement
shall become effective (the “Effective Date”) eight (8) days after the date
you execute it below and have returned all Company property in your possession, unless
it is earlier revoked by you pursuant to the provisions set forth in the “Revocation
Rights” section of this Agreement. |
| 19. | Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the Company and its respective
successors and assigns, and upon you and any of your heirs, personal representatives
and assigns, except that my duties hereunder may not be delegated. |
| 20. | Interpretation. The language
used in this Amended Agreement shall not be construed in favor of or against either of
the Parties, but shall be construed as if both of the Parties prepared this Amended Agreement.
The language used in this Amended Agreement shall be deemed to be the language chosen
by the Parties to express their mutual intent, and no rule of strict construction shall
be applied against any such Party. |
| 21. | Section 409A. This Agreement
is intended comply with the requirements of Code Section 409A of the Internal Revenue
Code of 1986, as amended, and the Department of Treasury guidance thereunder (“Section
409A”). This Agreement shall be interpreted and administered to maximize the exemptions
from Section 409A for the compensation payable pursuant to this Agreement and, to the
extent the Agreement provides for compensation that is subject to Section 409A, to comply
with Section 409A and to avoid the imposition of tax, interest and/or penalties upon
you under Section 409A. The Company does not, however, assume any economic burdens associated
with Section 409A. In particular, the Company will not be liable to you for any tax,
interest, or penalties you may owe as a result of this Agreement. Your right to a series
of installment payments under clause (1) of Section 2 shall be treated as a right to
a series of separate payments for purposes of Section 409A. Each such payment that is
made within 2-½ months following the end of the year that contains the Effective
Date is intended to be exempt from Section 409A as a short-term deferral within the meaning
of the final regulations under Section 409A. Each such payment that is made later than
2-½ months following the end of the year that contains the Effective Date is intended
to be exempt from Section 409A under the two-times exception of Treasury Reg. §
1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on
the availability of the Two-Times Exception specified in the regulation. Each payment
that is made after the Two-Times Exception ceases to be available shall be subject to
the six-month delay, as necessary, as specified below. To the extent necessary to comply
with Section 409A, in no event shall you, directly or indirectly, designate the taxable
year of any payment under this Agreement. In particular, with respect to any payment
that is conditioned upon your executing and not revoking the release of claims as specified
herein, if the designated payment period for such payment begins in one taxable year
and ends in the next taxable year, the payment will be made in the later taxable year.
To the extent necessary to comply with Section 409A, references in this Agreement to
“termination of employment” or “terminates employment” (and similar
references) shall have the same meaning as “separation from service” within
the meaning of Section 409A (a “Separation from Service”), and no payment
subject to Section 409A that is payable upon a termination of employment shall be paid
unless and until (and not later than applicable in compliance with Section 409A) you
incur a Separation from Service. In addition, if you are a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service,
any payment subject to Section 409A that would otherwise have been payable on account
of, and within the first six months following, your Separation from Service will become
payable on the first business day after six months following the Separation Date or,
if earlier, the date of your death. |
| 22. | Acknowledgments. If the terms
of this Agreement correctly set forth our agreement, please so indicate by signing in
the appropriate space below. Your signature will be an acknowledgment that no other promise
or agreement of any kind has been made to you by the Company to cause you to execute
this Agreement, that you had twenty-one (21) days to review this Agreement and to consult
with an attorney or other person of your choosing about its terms before signing it,
that the only consideration for your signature is as indicated above, that you fully
understand and accept this Agreement, that you are not coerced into signing it, and that
you signed it knowingly and voluntarily because it is satisfactory to you. |
CAMPUS CREST COMMUNITIES, INC. |
|
|
|
|
By: |
/s/ Ted Rollins |
|
|
Ted Rollins |
|
|
Chief Executive Officer |
|
I have carefully read the above
Confidential Separation Agreement and General Release, understand the meaning and intent thereof, and voluntarily agree to its
terms this 1st day of October, 2014.
/s/ Robert Dann |
|
Robert Dann |
|
![](image_001.jpg)
Campus Crest Announces Management Team
Changes
Charlotte,
NC – October 7, 2014 – Campus Crest Communities, Inc. (NYSE:CCG) today announced several shifts in management
as part of the company’s ongoing efforts to bring about positive change. The changes include:
Chief Construction
and Facilities Officer – Brian Sharpe has elected to resign as a result of the company’s decision to reduce development
activity. This position will not be filled.
Chief Operating
Officer – Rob Dann has chosen to resign in order to pursue other business opportunities. Angel Herrera, the Chief Operating
Officer of Campus Crest Real Estate Management, will be transitioning into the COO role.
Chief Investment
Officer – Aaron Halfacre, CFA®, will be assuming the CIO role and will continue to oversee Capital Markets.
Chief Accounting
Officer – Scott Rochon, CPA and Campus Crest Corporate Controller, has been promoted into the newly created role to oversee
our accounting operations.
"Today’s announcement marks
the next important step for Campus Crest. As we pledged on our last earnings calls, we have embraced positive change and are committed
to taking actions to improve our results," declared Ted W. Rollins, Chief Executive Officer. "After much consideration,
working in close coordination with our Board of Directors, I am pleased to announce the expansion of our senior management team."
“Our initiatives for change encompass
a heightened focus on operations, a disciplined approach to capital allocation, and bringing about thoughtful balance sheet improvements.
I have assembled this team to execute upon these initiatives and to address critical business needs,” furthered Mr. Rollins.
“Angel Herrera has already been instrumental in improving our operations in his current capacity as COO of Campus Crest Real
Estate Management and we look forward to bringing his three decades worth of executive operating experience to bear on our entire
operating platform as he transitions into his new role. Angel will be focused on retooling our existing processes in an effort
to increase economic occupancy, expand NOI margins and improve the customer experience.”
“In an effort to provide analytical
rigor and increased discipline to our investment process, Aaron Halfacre will be taking on the role of CIO and will chair our Investment
Committee to ensure that there are “checks and balances” with our capital allocation process. In a short period of
time, Aaron has become an integral member of our management team and provides a fresh perspective on how we analyze our portfolio
of assets and approach capital allocation.”
![](image_001.jpg)
“Scott Rochon is a valuable addition
to our broader management team as he calls upon his years of accounting and finance experience within the real estate industry.
He has been serving for almost two years as our Corporate Controller and is ideally suited to take on the duties of Chief Accounting
Officer. He will be working closely with Donnie Bobbitt, our CFO, and Aaron Halfacre to drive meaningful improvements to our balance
sheet and execute on our cost-containment initiatives. Additionally, Scott will be overseeing the implementation of our enterprise
software system which is designed to enhance our productivity and data integrity.”
“Please join me in welcoming our
new management team. We wish Brian and Rob the very best in their future endeavors.”
“We have much work to do to restore
investor confidence and are intently focused on taking the successive steps to improve.”
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading
owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership
interests in 86 student housing properties with over 46,000 beds across North America. Additional information can be found on
the Company's website at http://www.campuscrest.com.
![](image_001.jpg)
Forward-Looking Statements
This press release, together with other
statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor
provisions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events
or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates," "predicts"
or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate
future events or trends and which do not relate solely to historical matters. You should not rely on forward-looking statements
since they involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's
control, that may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking
statements reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance.
Furthermore, except as otherwise required by federal securities laws, the Company disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods,
future events or other changes. For a further discussion of these and other factors that could cause the Company's future results
to differ materially from any forward-looking statements, see the risk factors discussed in the Company's most recent Annual Report
on Form 10-K, as updated in the Company’s Quarterly Reports on Form 10-Q.
Contact:
Campus Crest
(704) 496-2500
Investor.Relations@CampusCrest.com
![](image_001.jpg)
Campus Crest Communities Provides 2014/2015
Leasing Results with Operating Properties Up 190 bps in Occupancy and 130 bps in Rate Over Prior Year’s Actual Results
Charlotte,
NC – October 7, 2014 – Campus Crest Communities, Inc. (NYSE:CCG) today announced its leasing results for
the 2014/2015 academic year. The following tables highlight the leasing status as of September 30, 2014:
Final Occupancy
Summary - Operating Properties | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
2013-2014 | | |
2014-2015 | | |
| | |
Rental
Rate | |
Category | |
Properties | | |
Beds | | |
Signed1 | | |
% | | |
Actual2 | | |
% | | |
Forecast3 | | |
% | | |
Change4 | | |
Change5 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Operating Properties by
Occupancy | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Tier 1 (98%+) | |
| 28 | | |
| 14,323 | | |
| 14,311 | | |
| 99.9 | % | |
| 14,254 | | |
| 99.5 | % | |
| 14,010 | | |
| 97.8 | % | |
| (1.7 | %) | |
| 2.4 | % |
Tier 2 (95% to 97.9%) | |
| 6 | | |
| 3,432 | | |
| 3,355 | | |
| 97.8 | % | |
| 3,326 | | |
| 96.9 | % | |
| 3,206 | | |
| 93.4 | % | |
| (3.5 | %) | |
| 1.1 | % |
Tier 3 (90% to 94.9%) | |
| 13 | | |
| 6,108 | | |
| 5,632 | | |
| 92.2 | % | |
| 5,628 | | |
| 92.1 | % | |
| 5,613 | | |
| 91.9 | % | |
| (0.2 | %) | |
| 2.9 | % |
Tier 4 (Below 90%) | |
| 29 | | |
| 15,408 | | |
| 12,029 | | |
| 78.1 | % | |
| 11,874 | | |
| 77.1 | % | |
| 12,973 | | |
| 84.2 | % | |
| 7.1 | % | |
| (0.6 | %) |
Total
Operating Properties | |
| 76 | | |
| 39,271 | | |
| 35,327 | | |
| 90.0 | % | |
| 35,082 | | |
| 89.3 | % | |
| 35,802 | | |
| 91.2 | % | |
| 1.9 | % | |
| 1.3 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Operating Properties
By Ownership | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Wholly Owned | |
| 32 | | |
| 17,476 | | |
| 16,048 | | |
| 91.8 | % | |
| 15,861 | | |
| 90.8 | % | |
| 16,100 | | |
| 92.1 | % | |
| 1.3 | % | |
| 2.0 | % |
Joint Venture | |
| 9 | | |
| 5,148 | | |
| 4,197 | | |
| 81.5 | % | |
| 4,141 | | |
| 80.4 | % | |
| 4,110 | | |
| 79.8 | % | |
| (0.6 | %) | |
| 2.7 | % |
Copper Beech | |
| 35 | | |
| 16,647 | | |
| 15,082 | | |
| 90.6 | % | |
| 15,080 | | |
| 90.6 | % | |
| 15,592 | | |
| 93.7 | % | |
| 3.1 | % | |
| 0.2 | % |
Total
Operating Properties | |
| 76 | | |
| 39,271 | | |
| 35,327 | | |
| 90.0 | % | |
| 35,082 | | |
| 89.3 | % | |
| 35,802 | | |
| 91.2 | % | |
| 1.9 | % | |
| 1.3 | % |
Footnotes:
1) |
Total signed leases as of September 30, 2013,
as reported in October 1, 2013 press release |
2) |
Actual physical occupancy during the 2013/2014 academic year |
3) |
Forecast 2014/2015 physical occupancy based on leases signed as
of September 30, 2014 and projected tenant attrition |
4) |
Year over year change in occupancy based on actual 2013/2014 and
forecast 2014/2015 |
5) |
Forecast rental rate change for the 2014-2015 academic year over
the 2013-2014 academic achieved rental RevPOB |
Final Occupancy
Summary - 2014 Deliveries | |
| | |
| | |
| |
| |
| | |
| | |
2014-2015 | |
Category | |
Properties | | |
Beds | | |
Forecast1 | | |
% | |
| |
| | |
| | |
| | |
| |
2014 Deliveries By Type | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| |
Grove &
Copper Beech | |
| 7 | | |
| 4,369 | | |
| 3,176 | | |
| 72.7 | % |
evo Philadelphia | |
| 1 | | |
| 819 | | |
| 396 | | |
| 48.4 | % |
evo
Montreal | |
| 2 | | |
| 2,223 | | |
| 242 | | |
| 10.9 | % |
Total
2014 Deliveries | |
| 10 | | |
| 7,411 | | |
| 3,814 | | |
| 51.5 | % |
| |
| | | |
| | | |
| | | |
| | |
2014 Deliveries By
Ownership | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Wholly Owned | |
| 4 | | |
| 2,469 | | |
| 1,927 | | |
| 78.0 | % |
Joint
Venture | |
| 6 | | |
| 4,942 | | |
| 1,887 | | |
| 38.2 | % |
Total
2014 Deliveries | |
| 10 | | |
| 7,411 | | |
| 3,814 | | |
| 51.5 | % |
Footnote: |
1) Forecast 2014/2015 physical occupancy
based on leases signed as of September 30, 2014 and projected tenant attrition |
![](image_001.jpg)
"We are pleased with the solid results
in our operating assets. The 2014/2015 academic year represents notable change from prior results," remarked Ted W. Rollins,
Chief Executive Officer. "With a goal of eliminating the occupancy volatility we witnessed in prior years, we spent considerable
time during the quarter ensuring that investors could readily compare our forecast occupancy to actual occupancy achieved during
the 2013/2014 academic year. We implemented process improvements to include increasing our timeframe for identifying no-shows and
potential skips from four weeks to a full twelve weeks prior to move-in in order to enhance yield management across our operating
properties. Additionally, we have included greater portfolio disclosure to aid in analysis. In total, these steps are representative
of our heightened focus on operations."
“Our 2014 new deliveries, as a whole,
did not meet our leasing expectations. Some projects suffered from construction delays, many weather related, which resulted in
our having to move residents in later than planned. We value the customer experience and have already taken steps to remedy. We
do not expect the delays to have a significant impact on our third quarter results. Delays, which are not uncommon with new construction,
obviously can impact initial operating results yet favorable leasing velocity can be achieved year over year. Based on our past
new delivery experience where there were delays, we delivered second year occupancy of 92% following a first year opening of 64%
- a full 28 percentage points of lease up.”
“We have delineated the occupancy
for our evo projects in Philadelphia and Montreal to provide greater transparency. We are disappointed in the progress in Montreal.
We attribute the low occupancy to a variety factors and are working diligently to improve operating results. Philadelphia is well
positioned for a year-two stabilization and has achieved first year occupancy comparable to those achieved by the direct peer set.
With amenities just now being completed, we readily expect further leasing activity in early 2015.”
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading
owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership
interests in 86 student housing properties with over 46,000 beds across North America. Additional information can be found on
the Company's website at http://www.campuscrest.com.
![](image_001.jpg)
Forward-Looking Statements
This press release, together with other
statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor
provisions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events
or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking
statements by the use of forward-looking terminology such as "may," "will," "should," "expects,"
"intends," "plans," "anticipates," "believes," "estimates," "predicts"
or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate
future events or trends and which do not relate solely to historical matters. You should not rely on forward-looking statements
since they involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's
control, that may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking
statements reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance.
Furthermore, except as otherwise required by federal securities laws, the Company disclaims any obligation to publicly update or
revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods,
future events or other changes. For a further discussion of these and other factors that could cause the Company's future results
to differ materially from any forward-looking statements, see the risk factors discussed in the Company's most recent Annual Report
on Form 10-K, as updated in the Company’s Quarterly Reports on Form 10-Q.
Contact:
Aaron Halfacre
(704) 496-2500
Investor.Relations@CampusCrest.com
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