Current Report Filing (8-k)

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 27, 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.)

2100 Rexford Road, Suite 414
Charlotte, North Carolina

(Address of principal executive

offices)

28211
(Zip Code)

Registrant’s telephone number, including area code: (704) 496-2500

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.

(c)

Appointment of Officer

Appointment of Angel Herrera as Chief Operating Officer

On October 27, 2014, the Board of Directors (the “Board”) of Campus Crest Communities, Inc. (the “Company”) appointed Angel Herrera to serve as the Company’s Chief Operating Officer, effective immediately. Mr. Herrera, 55, has served as the chief operating officer of Campus Crest Real Estate Management, the operating platform for the Company, since April 2014. Prior to joining the Company, from 2005 through April 2014, Mr. Herrera served as Regional Vice President for ARAMARK Corporation. Mr. Herrera has held a number of executive positions including Division Vice President for Burger King Corporation, Executive Vice President for Interfood Corporation, a privately held corporation based in San Juan, Puerto Rico and Senior Vice President of Tricon Restaurants International and President of TRI Mexico. Mr. Herrera received his Bachelor of Science degree from Boston College.

In connection with Mr. Herrera’s appointment, Mr. Herrera and the Company entered into an Employment Agreement, dated October 27, 2014 and effective as of October 1, 2014 (the “Herrera Employment Agreement”). The Herrera Employment Agreement provides for an initial term of employment of two years, with automatic renewals for one-year terms unless either the Company or Mr. Herrera give 120 days’ prior written notice that the term will not be extended. The Herrera Employment Agreement provides for an initial base salary of $325,000 (which may be increased by the compensation committee of the Board (the “compensation committee”) and the Board), a target bonus of between 75% and 100% of base salary (with the actual bonus to be determined by the compensation committee and the Board), eligibility for grants of equity pursuant to the Company’s Amended and Restated Equity Incentive Compensation Plan (the “EICP”), eligibility to participate in any long term incentive plan approved by the Board with a target grant of up to 75% of base salary and eligibility to participate in any other employee benefit plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, vacation, auto allowance and other related benefits.

Under the Herrera Employment Agreement, in the event that Mr. Herrera’s employment is terminated by the Company without cause (as defined in the Herrera Employment Agreement), or Mr. Herrera terminates his employment for good reason (as defined in the Herrera Employment Agreement), he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

a severance payment in cash in an aggregate amount equal to one and one-half times the sum of (i) the then current base salary plus (ii) a pro rata amount of the annual incentive amounts Mr. Herrera would have earned (if any) for the fiscal year in which the termination occurs based upon the Company’s actual performance for such fiscal year; and

vesting of all unvested equity awards held by Mr. Herrera that vest in the calendar year that includes the date of termination or that vest in the next following calendar year, provided that all other unvested equity awards held by Mr. Herrera will be forfeited and cancelled on the date of termination.

In the event that Mr. Herrera’s employment is terminated by the Company with cause (as defined in the Herrera Employment Agreement) or Mr. Herrera terminates his employment other than for good reason (as defined in the Herrera Employment Agreement), under the Herrera Employment Agreement Mr. Herrera will receive accrued and unpaid salary and benefits to which he is entitled. All equity awards held by Mr. Herrera at termination of employment will cease to vest as of the date of termination.

In the event of Mr. Herrera’s death or disability, pursuant to the Herrera Employment Agreement he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

in the case of disability, such rights under any disability plan as may be provided by the Company; and

in the case of death, any other death benefits generally applicable to the Company’s employees.

In the event that, within 24 months of a change of control (as defined in the Herrera Employment Agreement), Mr. Herrera’s employment is terminated by the Company without cause or Mr. Herrera terminates his employment for good reason, he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

a severance payment in cash in an aggregate amount equal to two times the sum of (i) the then current base salary plus (ii) an amount equal to the incentive payments made to Mr. Herrera for the prior fiscal year (provided that, if no such incentive payments were made in the prior fiscal year, this amount will equal 50% of the target amount as defined in the Company’s incentive plan); and

vesting of all unvested equity awards held by Mr. Herrera.

A copy of the Herrera Employment 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.

Also on October 27, 2014, Mr. Herrera entered into a Confidentiality and Noncompetition Agreement (the “Herrera Noncompetition Agreement”) pursuant to which, for so long as he is serving in his capacity as Chief Operating Officer and for two years following the termination of his employment with the Company, he has agreed not to compete with the Company or solicit employees, agents or service providers of the Company. Mr. Herrera’s compliance with the Herrera Noncompetition Agreement is a condition to the receipt of compensation under the Herrera Employment Agreement.

A copy of the Herrera Noncompetition 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.

Entry into Employment Agreement with Scott Rochon

As previously disclosed in its Current Report on Form 8-K filed October 7, 2014, on October 1, 2014, the Board appointed Scott Rochon to serve as the Company’s Chief Accounting Officer, effective immediately. In connection with Mr. Rochon’s appointment, Mr. Rochon and the Company entered into an Employment Agreement, dated October 27, 2014 and effective as October 1, 2014 (the “Rochon Employment Agreement”). The Rochon Employment Agreement provides for an initial term of employment of two years, with automatic renewals for one-year terms unless either the Company or Mr. Rochon give 120 days’ prior written notice that the term will not be extended. The Rochon Employment Agreement provides for an initial base salary of $202,000 (which may be increased by the compensation committee and the Board), a target bonus of between 75% and 100% of base salary (with the actual bonus to be determined by the compensation committee and the Board), eligibility for grants of equity pursuant to the Company’s Amended and Restated Equity Incentive Compensation Plan (the “EICP”), eligibility to participate in any long term incentive plan approved by the Board with a target grant of up to 75% of base salary and eligibility to participate in any other employee benefit plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, vacation and other related benefits.

Under the Rochon Employment Agreement, in the event that Mr. Rochon’s employment is terminated by the Company without cause (as defined in the Rochon Employment Agreement), or Mr. Rochon terminates his employment for good reason (as defined in the Rochon Employment Agreement), he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

a severance payment in cash in an aggregate amount equal to one and one-half times the sum of (i) the then current base salary plus (ii) a pro rata amount of the annual incentive amounts Mr. Rochon would have earned (if any) for the fiscal year in which the termination occurs based upon the Company’s actual performance for such fiscal year; and

vesting of all unvested equity awards held by Mr. Rochon that vest in the calendar year that includes the date of termination or that vest in the next following calendar year, provided that all other unvested equity awards held by Mr. Rochon will be forfeited and cancelled on the date of termination.

In the event that Mr. Rochon’s employment is terminated by the Company with cause (as defined in the Rochon Employment Agreement) or Mr. Rochon terminates his employment other than for good reason (as defined in the Rochon Employment Agreement), under the Rochon Employment Agreement Mr. Rochon will receive accrued and unpaid salary and benefits to which he is entitled. All equity awards held by Mr. Rochon at termination of employment will cease to vest as of the date of termination.

In the event of Mr. Rochon’s death or disability, pursuant to the Rochon Employment Agreement he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

in the case of disability, such rights under any disability plan as may be provided by the Company; and

in the case of death, any other death benefits generally applicable to the Company’s employees.

In the event that, within 24 months of a change of control (as defined in the Rochon Employment Agreement), Mr. Rochon’s employment is terminated by the Company without cause or Mr. Rochon terminates his employment for good reason, he will receive the following compensation and benefits:

earned but unpaid salary as of the date of termination;

annual incentive amounts earned and payable that have not been paid;

accrued but unpaid paid time off due through the date of termination;

a severance payment in cash in an aggregate amount equal to two times the sum of (i) the then current base salary plus (ii) an amount equal to the incentive payments made to Mr. Rochon for the prior fiscal year (provided that, if no such incentive payments were made in the prior fiscal year, this amount will equal 50% of the target amount as defined in the Company’s incentive plan); and

vesting of all unvested equity awards held by Mr. Rochon.

A copy of the Rochon Employment Agreement is attached as Exhibit 10.3 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.

Also on October 27, 2014, Mr. Rochon entered into a Confidentiality and Noncompetition Agreement (the “Rochon Noncompetition Agreement”) pursuant to which, for so long as he is serving in his capacity as Chief Accounting Officer and for two years following the termination of his employment with the Company, he has agreed not to compete with the Company or solicit employees, agents or service providers of the Company. Mr. Rochon’s compliance with the Rochon Noncompetition Agreement is a condition to the receipt of compensation under the Rochon Employment Agreement.

A copy of the Rochon Noncompetition Agreement is attached as Exhibit 10.4 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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description

10.1		Employment Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Angel Herrera.

10.2		Confidentiality and Noncompetition Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Angel Herrera.

10.3		Employment Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Scott Rochon.

10.4		Confidentiality and Noncompetition Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Scott Rochon.

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.

	CAMPUS CREST COMMUNITIES, INC.

Date: October 31, 2014	/s/ Donald L. Bobbitt, Jr.
	Donald L. Bobbitt, Jr.
	Executive Vice President, Chief Financial Officer and Secretary

Exhibit Index

Exhibit Number		Description

10.1		Employment Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Angel Herrera.

10.2		Confidentiality and Noncompetition Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Angel Herrera.

10.3		Employment Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Scott Rochon.

10.4		Confidentiality and Noncompetition Agreement, dated October 27, 2014, between Campus Crest Communities, Inc. and Scott Rochon.

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of the 27th day of October, 2014, and effective as of October 1, 2014 (the “Effective Date”), by and between Campus Crest Communities, Inc. (the “Company”), and Angel Herrera, an individual (“Employee”) (the Company and Employee are hereinafter sometimes collectively referred to as the “Parties”).

RECITALS

A. The Company desires to employ Employee as EVP and Chief Operating Officer of the Company on the terms and conditions hereinafter set forth.

B. Employee desires to accept such employment on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements of the Parties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. The Company hereby employs Employee as EVP and Chief Operating Officer of the Company, and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth. Employee shall be responsible for the operations of all properties, facilities management and construction. He shall be responsible for working together with the executive team to develop and operate to annual operating plans, building leadership within the Company, developing systems and procedures, evaluating opportunities that the Company considers for investment, and shall have such other duties and authority as are customary for such position and as shall from time to time be assigned to Employee by the Chief Executive Officer and the Board of Directors (“Board”) of the Company in their discretion. Employee shall faithfully and to the best of his ability fulfill such duties and shall devote his full business time, attention, skill and efforts with undivided loyalty to the performance of such duties. Employee shall abide by all of the rules, regulations and policies established or promulgated (whether communicated in writing, electronically or orally) by the Company from time to time. Employee agrees that so long as he is an employee of the Company he shall not, without obtaining the express prior approval in writing of the Chief Executive Officer and the Board of the Company, engage in any employment, consulting activity or business other than for the Company, including serving on boards of directors of other companies. Notwithstanding the other provisions of this Section 1, Employee is authorized to make and manage personal business investments of his choice, including, without limitation, the management of family-owned companies and investments, subject to the limitations set forth in the Confidentiality and Noncompetition Agreement (as defined below) and provided that such activities do not materially interfere with the performance of the Employee’s duties under the Agreement.

2. Compensation and Benefits. During the Term (as defined below), Employee shall receive the compensation and benefits more particularly described on Exhibit A attached hereto and made a part hereof. In the event the Company terminates the Annual Incentive Compensation Program (the “AICP”), which consists of annual discretionary cash bonuses under the Company’s Incentive Compensation Plan and annual discretionary restricted stock awards under the Company’s Equity Incentive Compensation Plan, as provided for in Exhibit A hereto, the Company shall establish a new plan or such other arrangement which shall provide Employee with substantially similar economic benefits to those provided under the. Furthermore, no amendment or modification to the AICP during a performance cycle shall reduce the potential benefits to be provided thereunder as established at the beginning of such performance cycle without the written consent of Employee, provided, that in the event of a business transaction (e.g., merger, sale of assets, material acquisition or disposition) that makes the performance metrics established for the performance cycle no longer appropriate, the Company may make such equitable adjustments to the AICP as it deems necessary. Any payments referenced hereunder shall be subject to applicable taxes and other withholdings.

3. Term. Unless terminated earlier in accordance with Section 4 hereof, this Agreement and Employee’s employment hereunder shall be for an initial term of two years, expiring on the second anniversary of the Effective Date; provided, however, this Agreement shall automatically renew for an additional one year term at the end of the initial term and at the end of each one-year renewal period, unless notice that the term will not be renewed is given by either party in writing at least 120 days prior to expiration of the then current term (the initial term and any such one-year extensions are hereafter referred to as “the Term”). For the sake of clarity, notification of a non-renewal by the Company at least 120 days prior to the expiration of the Term shall not be considered a "termination" of Employee’s employment by the Company and as such, shall not invoke the Payment Upon Termination provisions described in Section 4(B) below, which are only applicable for a termination of employment occurring during the Term.

4. Termination of Employment.

(A) Termination. The Company may terminate Employee’s employment at any time for Cause or without Cause (as defined below) upon written notice to Employee, effective as of the date indicated in such notice (which may be the date of Employee’s receipt of the notice). Employee may terminate his employment at any time with or without Good Reason (as defined below) upon delivery to the Company of thirty (30) days prior written notice. The date which the Company designates as Employee’s termination date or, if Employee terminates his employment, the date designated by Employee as stated in the written notice delivered to the Company, shall be referred to herein as the “Termination Date.” Upon termination of Employee’s employment with the Company for any reason, Employee shall resign from all positions held as officer or director of the Company or its affiliates effective as of the Termination Date.

(B) Payments Upon Termination.

(i) Termination By Employee. In the event Employee terminates his employment other than for Good Reason, the Company shall be obligated to pay Employee that pro-rata portion of his current Base Salary payment, which is earned but unpaid as of the Termination Date, the annual incentive amounts (if any) earned and payable under the terms of the AICP that have not been paid (which annual incentive amounts shall be paid on or about the date incentive amounts are paid to other Company executives), any accrued but unpaid paid time off (“PTO”) due to him through the Termination Date and any unreimbursed expenses (collectively, the “Accrued Obligations”), and Employee will not be entitled to, nor will he receive, any type of severance payment. If Employee terminates his employment for Good Reason, he shall receive the Accrued Obligations and the severance payments set forth in subsection (B)(ii)(b) below in the same amount as for a Termination by the Company without Cause, subject to the requirements set forth therein for receipt of such payments, including execution of a Release. If Employee terminates Employee’s employment, the Company, at its option, may require Employee to cease providing services during the required thirty (30) day notice period; provided, however, for purposes of calculating payments upon termination of employment, Employee shall be treated as if he was employed during such thirty (30) day period. For purposes of this Agreement, “Good Reason” shall mean (1) a material involuntary reduction in Employee’s duties, authority, reporting responsibility or function by the Company, (2) a material reduction in Employee’s compensation package other than as mutually agreed upon by the Parties, (3) Employee’s involuntary relocation to a principal place of work more than thirty (30) miles from Charlotte, North Carolina, or (4) a material breach by the Company of its obligations under this Agreement. Notwithstanding the foregoing, the occurrence of any of the events described in the preceding sentence will not constitute Good Reason, unless Employee gives the Company written notice within thirty (30) days of the initial occurrence of the event that Employee believes constitutes Good Reason to terminate his employment, the Company fails to cure any such event within thirty (30) business days of receipt of Employee’s notice, and the Employee resigns within thirty (30) days after the end of such thirty (30) day cure period.

(ii) Termination By Company.

(a) Cause. The Company may terminate Employee’s employment for Cause effective immediately upon written notice to Employee stating the facts constituting such Cause. If Employee is terminated for Cause, the Company shall be obligated to pay Employee the Accrued Obligations, and Employee will not be entitled to, nor will he receive, any type of severance payment. For purposes of this Agreement, the term “Cause” shall mean: (1) Employee’s act of gross negligence or misconduct that has the effect of injuring the business of the Company or its parent, subsidiaries or affiliates, taken as a whole, in any material respect, (2) Employee’s conviction or plea of guilty or nolo contendere to the commission of a felony by Employee, (3) the commission by Employee of an act of fraud or embezzlement against the Company, its parent, subsidiary or affiliates, (4) Employee’s failure or refusal to follow the written directions of the Board after written notice of such failure is delivered to Employee, or (5) Employee’s willful breach of any material provision of this Agreement or that certain Confidentiality and Noncompetition Agreement between Employee and the Company which shall be entered into contemporaneously with this Agreement (the “Confidentiality and Noncompetition Agreement”).

(b) Without Cause. The Company may terminate Employee’s employment without Cause effective immediately upon notice to Employee. In the event the Company terminates Employee without Cause, the Company shall pay to Employee in addition to the Accrued Obligations, a severance payment (the “Severance Payment”) equal to one and one-half (1.5) times the sum of: (1) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (2) a prorata amount of the annual incentive amounts the Employee would have earned (if any) for the fiscal year in which his Termination Date occurs under the Company’s AICP based upon the Company’s actual performance for such fiscal year. The prorata amount shall be determined based upon the number of full months the Employee was employed during such fiscal year prior to his Termination Date divided by twelve (12). The portion of the Severance Payment relating to the Employee’s Base Salary shall be paid in equal monthly installments over a period of 18 months commencing no later than sixty (60) days following Employee’s Termination Date and the portion of the Severance Payment relating to the Employee’s incentive amounts under the AICP (if any) shall be paid in a lump sum on or about the date incentive amounts are paid to other Company executives for such fiscal year. The payments shall be subject in each case to applicable withholdings and shall be subject to Employee signing a Release (as defined in Section 5 below) on or before the thirtieth (30^th) day following Employee’s Termination Date and all revocation periods applicable to such Release having expired on or prior to the thirtieth (30th) day following Employee’s Termination Date. The payments of the portion of the Severance Payment relating to Employee’s Base Salary will commence within sixty (60) days following Employee’s Termination Date, with the exact commencement of payments to be determined in the sole discretion of the Company, provided that if such sixty (60) day period commences in one calendar year and ends in the next, the payments will commence in the second calendar year. For the avoidance of doubt, Employee shall not be entitled to any Severance Payment under this subsection if the Employee has not signed the Release, and if all revocation periods applicable to the Release have not expired on or prior to the thirtieth (30th) day following Employee’s Termination Date. In addition, the Severance Payment set forth in this Section is contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to comply with the terms of the Confidentiality and Noncompetition Agreement after written notice of such failure is provided to Employee and Employee fails to cure such noncompliance within 15 days of receipt of such notice, Employee agrees that the Company has the right to cease making the payments described in this Section and that the Company is entitled to recover from Employee any payments it has already made to Employee.

(iii) Change in Control. In the event, within 24 months following the date of Change in Control of the Company: (a) Employee is terminated without Cause by the Company, or (b) Employee terminates his employment for Good Reason, Employee will receive the Accrued Obligations and a severance payment (the “CIC Severance Payment”) equal to two (2) times the sum of: (1) Employee’s then current annual Base Salary, as adjusted for any increase thereto and (2) an amount equal to the incentive amounts paid to Employee for the prior fiscal year under the AICP (provided that, if no such incentive amounts were paid for the prior fiscal year the amount under this subsection (2) shall be 50% of the “target amount” as defined in the Company’s AICP for the fiscal year in which the Employee’s Termination Date occurs). The CIC Severance Payment shall be paid in a lump sum within 60 days of the Termination Date subject to the limitations of subsection 4(C) hereof, shall be subject to applicable withholdings and shall be subject to Employee signing a Release on or before the thirtieth (30^th) day following Employee’s Termination Date and all revocation periods applicable to such Release having expired on or prior to the thirtieth (30^th) day following Employee’s Termination Date, provided that if the sixty (60) day payment period commences in one calendar year and ends in the next, the payment will be made in the second calendar year. For the avoidance of doubt, Employee shall not be entitled to any CIC Severance Payment under this subsection if the Employee has not signed the Release, and if all revocation periods applicable to the Release have not expired on or prior to the thirtieth (30^th) day following Employee’s Termination Date.

For purposes of this Agreement, “Change in Control” means (a) the acquisition at any time by a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“1934 Act”)) who or which are the beneficial owners (as defined in Rule 13(d)-3 under the 1934 Act), directly or indirectly, of securities representing more than thirty-five percent (35%) of the combined voting power in the election of directors of the then outstanding securities of the Company or any successor of the Company, unless the acquisition of securities resulting in such ownership by such person or group had been approved by the Board of Directors of the Company; (b) within any twelve-month period, the date a majority of members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election; or (c) within any twelve-month period, the acquisition by any one person, or more than one person acting as a group, of the assets of the Company that have a total gross fair market value of eighty-five percent (85%) or more of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions; provided that such person or persons is not an entity controlled by the Company or the stockholders of the Company; provided that, if this Agreement would cause a payment subject to Section 409A to be made because of the occurrence of a Change in Control, then such payment shall not be made unless such Change in Control also constitutes “a change in the ownership of the corporation,” “a change in effective control of the corporation,” or “a change in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. The payments to Employee outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to comply with the Confidentiality and Noncompetition Agreement, and receives written notice from the Company and continues, then Employee agrees that the Company has the right not to make the payment described in this Section and that the Company is entitled to recover from Employee any payment it has already made to Employee.

(iv) Vesting of Equity Awards. Unless otherwise provided in the applicable award agreement, in the event of: (1) a termination of Employee by the Company without Cause, or (2) a termination by Employee for Good Reason, that occurs prior to the date Employee is fully vested in any outstanding options, restricted shares or other equity awards, Employee will become fully vested as of his Termination Date in such unvested awards that vest in the calendar year that includes his Termination Date and in such unvested awards that vest in the next following calendar year, and all other unvested awards shall be forfeited and cancelled. Unless otherwise provided in the applicable award agreement, in the event of a Change in Control that occurs prior to Employee fully vesting in any outstanding options, restricted shares or other equity awards, then the vesting schedule for such awards shall be accelerated so that Employee will be deemed fully vested with respect to all such options, restricted shares or other equity awards as of the date of the Change in Control. To the extent required, the outstanding awards of stock options, restricted shares and other equity awards are hereby amended to provide for the vesting of the awards in accordance with the provisions of this section.

(v) Disability. The Company may terminate Employee’s employment upon Employee’s total disability. Employee shall be deemed to be totally disabled for purposes of this Agreement if he is unable to perform his essential job duties under this Agreement by reason of a mental or physical illness or condition lasting for a period of 120 consecutive days or more, taking into consideration any reasonable accommodations under the Americans with Disabilities Act, if applicable. The determination as to whether Employee is totally disabled shall be made by a licensed physician selected by the Company. Whether Employee is entitled to receive his Base Salary during the period he is unable to work prior to termination hereunder is contingent on other Company policies and the amount of leave Employee has available to him under those policies. Upon termination by reason of Employee’s total disability, the Company’s sole and exclusive obligation will be to pay Employee the Accrued Obligations, provided Employee will have such rights under any disability plan as may be provided by the Company that covers Employee.

(vi) Death. The Employee’s employment shall terminate immediately upon the death of Employee, without any action on the part of the Company. In such an event, Employee’s estate shall receive from the Company, in a single lump sum, the Accrued Obligations plus other death benefits, if any, generally applicable to the Company’s employees.

(i) Notwithstanding anything contained herein to the contrary, any payment or benefit received or to be received by Employee, whether payable pursuant to the terms of this Agreement or any other plan, arrangements or agreement with the Company or any affiliate of the Company (collectively, the “Total Payments”), shall be reduced to the least extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the Net After-Tax Benefit (as defined below) received by Employee as a result of such reduction will exceed the Net After-Tax Benefit that would have been received by Employee if no such reduction was made. If excise taxes may apply to the Total Payments, the foregoing determination will be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to Employee. The Company will direct the Accounting Firm to submit any such determinations and detailed supporting calculations to both Employee and the Company not less than fifteen (15) days before the date on which a payment becomes due.

(ii) If the Accounting Firm determines that a reduction in payments is required pursuant to this Section (C), cash benefits shall first be reduced, followed by a reduction of non-cash payments, including option or stock award vesting acceleration, in each case, beginning with payments that would be made last in time and only to the least extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay or provide such reduced amounts to Employee in accordance with the terms of this Agreement or any other applicable plan, arrangement or agreement governing such payments.

(iii) If applicable, Employee and the Company will each provide the Accounting Firm access to and copies of any books, records and documents in their respective possession, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section (C). The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section C will be borne by the Company.

(iv) For purposes of this Section (C), “Net After-Tax Benefit” means (a) the Total Payments that Employee becomes entitled to receive from the Company or any affiliate of the Company which would constitute “parachute payments” within the meaning of Code Section 280G, less (b) the amount of all federal, state and local income and employment taxes payable by Employee with respect to the Total Payments, calculated at the maximum applicable marginal income tax rate, less (c) the amount of excise taxes imposed on Employee with respect to the Total Payments under Section 4999 of the Code.

(D) Code Section 409A. This Agreement shall at all times be interpreted and operated in compliance with Section 409A of the Code. The Parties intend that the payments and benefits under this Agreement will qualify for any available exceptions from coverage under Code Section 409A and this Agreement shall be interpreted accordingly. Without limiting the generality of the foregoing and notwithstanding any other provision of this Agreement to the contrary, (i) with respect to any payments and benefits under this Agreement to which Code Section 409A applies, all references in this Agreement to the Termination Date or other termination of Employee’s employment are intended to mean Employee’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i), (ii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement, including, without limitation, under Section 4, shall be treated as a right to a series of separate payments, (iii) each such payment that is made within 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt from Code Section 409A as a short-term deferral within the meaning of the final regulations under Code Section 409A, (iv) each such payment that is made later than 2-1/2 months following the end of the calendar year that contains the date of the Employee’s Termination Date is intended to be exempt under the two-times pay exception of Treasury Reg. § 1.409A-1(b)(9)(iii), up to the limitation on the availability of that exception specified in the regulation, and (v) each payment that is made after the two-times pay exception ceases to be available shall be subject to delay (if necessary) as provided for “specified employees” below.

If Employee is a “specified employee” within the meaning of Code Section 409A at the time of Employee’s separation from service, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s separation from service shall not be paid to Employee during such period, but shall instead be accumulated and paid to Employee (or, in the event of Employee’s death, to Employee’s estate) in a lump sum on the first business day after the earlier of the date that is six months following Employee’s separation from service or Employee’s death.

To the extent any reimbursements or in-kind benefits due to Employee under this Agreement are subject to Code Section 409A, (i) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (ii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Notwithstanding the foregoing, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Employee or any other individual to the Company or any of its affiliates.

5. Release. Employee agrees that payment by the Company of the amounts set out in Section 4 above is contingent upon Employee executing a release in form acceptable to the Company (the “Release”), which shall recite that such payments are in full and final settlement of any and all actions, causes of actions, suits, claims, demands and entitlements whatsoever which Employee has or may have against the Company, its affiliates and any of their respective directors, officers, employees, shareholders, representatives, successors and assigns.

6. Expenses. The Company shall reimburse Employee for all necessary and reasonable out-of-pocket travel and other business expenses incurred by Employee, which relate to Employee’s duties hereunder, in accordance with the Company’s relevant policies in effect from time to time.

7. Recoupment of Incentive Compensation. Performance-related bonuses and other incentive compensation, including equity awards, paid or granted to Employee will be subject to the terms of any policy of recoupment adopted or amended from time to time by the Board or a Committee of the Board as they deem necessary or desirable to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Sarbanes-Oxley Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with either of those Acts, which policy is incorporated into this Agreement by this reference.

8. Survival Of Certain Provisions. Any provisions hereof that by their terms survive the termination of Employee’s employment or the termination of this Agreement shall not be discharged or dissolved upon, but shall survive the termination of the employment of Employee with the Company.

9. Representations And Warranties Of Employee. As of the date hereof and at all times during the term hereof, Employee represents and warrants to the Company that (a) Employee has not entered into and is not bound by any agreement, understanding or restriction (including, without limitation, any covenant restricting competition or solicitation or agreement relating to trade secrets or confidential information) with any third party that in any way limits, restricts or would prevent the employment of him by the Company under this Agreement or the full and complete performance by him of all his duties and obligations hereunder; and (b) the execution of this Agreement by him and the employment of him by the Company under this Agreement will not result in, or constitute a breach of, any term or condition of any other agreement, instrument, arrangement or understanding between him and any third party, or constitute (or, with notice or lapse of time, or both, would constitute) a default, breach or violation of any such agreement, instrument, arrangement or understanding, or which would accelerate the maturity of any duty or obligation of him thereunder.

10. Indemnity. Employee acknowledges that the Company has relied upon the representations contained in Section 9 hereof. Employee agrees to indemnify and hold the Company, its directors, officers, employees, agents, representatives, affiliates, parent, subsidiary and related companies, representatives and consultants and their insurers and attorneys harmless against any and all claims, liabilities, losses, damages, costs, fees or expenses including, without limitation, reasonable legal fees and costs incurred by the Company, its directors, officers, employees, agents, representatives, affiliates, parent, subsidiary and related companies, representatives and consultants and their insurers by reason of an alleged violation by Employee of any of the representations contained in Section 9 hereof.

11. Notices. Notices required to be given under this agreement must be in writing and will be deemed to have been given when notice is personally served, one business day after notice is sent by reliable overnight courier or three business days after notice is mailed by United States registered or certified mail, return receipt requested, postage prepaid, to the following addresses:

If to the Company	Campus Crest Communities, Inc.
	2100 Rexford Road, Suite 414
	Charlotte, NC 28211
	Attention: Donald L. Bobbitt Jr.

With copy to	Bill Vesely
	Kilpatrick Townsend & Stockton LLP
	Suite 2800
	1100 Peachtree Street NE
	Atlanta, GA 30309-4528

If to Employee	Angel Herrera
	6613 Riverhill Drive
	Plano, TX 75024

12. Enforceability and Reformation; Severability. The Parties intend for all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, in the event that any provision or portion of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, for any reason, under present or future law, such provision shall be severable and the remainder thereof shall not be invalidated or rendered unenforceable or otherwise adversely affected. Without limiting the generality of the foregoing, if a court or arbitrator should deem any provision of this Agreement to create a restriction that is unreasonable as to scope, duration or geographical area, the Parties agree that the provisions of this Agreement shall be enforceable in such scope, for such duration and in such geographic area as such court or arbitrator may determine to be reasonable.

13. Benefit. The rights, obligations and interests of Employee hereunder may not be sold, assigned, transferred, pledged or hypothecated. Employee shall have no right to commute, encumber or dispose of the right to receive payments hereunder, which payments and the right thereto are non-assignable and non-transferable, and any attempted assignment or transfer shall be null and void and without effect. This Agreement and its obligations shall inure to the benefit of and be binding and enforceable by the successors and assigns of the Company, including, without limitation, any purchaser of the Company, regardless of whether such purchase takes the form of a merger, a purchase of all or substantially all of the Company’s assets or a purchase of a majority of the outstanding capital stock of the Company.

14. Dispute Resolution. All controversies, claims, issues and other disputes (collectively, “Disputes”) arising out of or relating to this Agreement or Employee’s employment hereunder shall be subject to the applicable provisions of this Section.

(A) Arbitration. Except for actions seeking relief for violations of the Confidentiality and Noncompetition Agreement, all Disputes shall be settled exclusively by final and binding arbitration in Charlotte, North Carolina, before a neutral arbitrator in an arbitration proceeding administered by the American Arbitration Association (“AAA”) according to the National Rules for the Resolution of Employment Disputes of AAA or, alternatively, upon mutual agreement, to an arbitrator selected by Employee and the Company. Any dispute regarding whether a Dispute is subject to arbitration shall be resolved by arbitration.

(B) Interstate Commerce. The Parties hereto acknowledge that (i) they have read and understood the provisions of this Section regarding arbitration and (ii) performance of this Agreement will be in interstate commerce as that term is used in the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the parties contemplate substantial interstate activity in the performance of this Agreement including, without limitation, interstate travel, the use of interstate phone lines, the use of the U.S. mail services and other interstate courier services.

(C) Waiver of Jury Trial. If any Dispute is not arbitrated for any reason, the parties desire to avoid the time and expense relating to a jury trial of such Dispute. Accordingly, the parties, for themselves and their successors and assigns, hereby waive trial by jury of any Dispute. The Parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by all Parties and is in the best interests of all Parties.

15. Amendment. This Agreement may not be amended, modified or changed, in whole or in part, except by a written instrument signed by a duly authorized officer of the Company and by Employee.

16. Waiver. No failure or delay by either of the Parties in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

17. Access To Counsel. Employee acknowledges that he has had full opportunity to review this Agreement and has had access to independent legal counsel of his choice to the extent deemed necessary by Employee to interpret the legal effect hereof.

18. Governing Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of North Carolina. For any claims for relief which are excepted from the arbitration provision as set out above, the Parties submit to the service and exclusive personal jurisdiction of the federal or state courts of Charlotte, North Carolina and irrevocably waive all defenses inconsistent with the terms of this Section.

19. Fees And Costs. If either Party initiates any action or proceeding (whether by arbitration or court proceeding) to enforce any of its rights hereunder or to seek damages for any violation hereof, then, the Parties shall bear their respective costs and expenses of any such action or proceeding; provided, that, in addition to all other remedies that may be granted, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and all other costs that it may sustain in connection with such action or proceeding. If a dispute is arbitrated, all costs and fees of the arbitrator(s) shall be paid by the Company.

20. Offset. The Company shall have the right to offset against any sums payable to Employee, any amounts owing to the Company as a result of expense account indebtedness, failure to return Company property, or other advances or debts due.

21. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery by facsimile shall constitute good and valid execution and delivery unless and until replaced or substituted by an original executed instrument.

22. Interpretation. The language used in this 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 Agreement. The language used in this 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.

23. Execution of Further Documents. The Parties covenant and agree that they shall, from time to time and at all times, do all such further acts and execute and deliver all such further documents and assurances as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

24. Entire Agreement. This Agreement and the Exhibit attached hereto represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and shall supersede any prior agreements and understanding between the Parties with respect to that subject matter.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date first above written.

	CAMPUS CREST COMMUNITIES, INC.

	By:	/s/ Donald L.Bobbitt, Jr.

	Name: Donald L. Bobbitt, Jr.

	Title: Executive Vice President, Chief Financial Officer and Secretary

	EMPLOYEE:

	/s/ Angel Herrera
	Angel Herrera

Exhibit A

Compensation and Benefits

(A) Employee shall initially receive a base salary of $325,000 per year (as such base salary may hereafter from time to time be adjusted as provided herein, the “Base Salary”). Thereafter, Employee’s Base Salary shall be reviewed annually by the Company’s Compensation Committee (the “Committee”) and the Board of Directors (the “Board”) of the Company and may be adjusted upward in its sole discretion. The Base Salary shall be paid during the period of employment in accordance with the Company’s normal payroll policies and practices in effect from time to time. The Base Salary and all other payments hereunder shall be subject to all applicable employment and withholding taxes.

(B) In addition to the Base Salary, Employee is eligible to participate in the Company’s Incentive Compensation Plan (the “IC Plan”) with an initial target potential bonus equal to Seventy Five Percent (75%) of his Base Salary, with the potential to achieve One Hundred Percent (100%) of Base Salary if stretch performance targets are achieved. The IC Plan performance measures shall be approved annually by the Committee and approved by the Board, which may include adjustment in the target and stretch performance bonus amounts. Employee’s eligibility for or entitlement to any payments under the IC Plan shall be subject to the terms of the IC Plan.

(C) Employee is eligible to participate in the Company’s Equity Incentive Compensation Plan (“EICP”) with an annual target equity award with a value equal to Seventy Five percent (75%) of his Base Salary, with the potential to achieve One Hundred Percent (100%) of Base Salary if stretch performance targets are achieved. The annual target may be adjusted annually by the Committee and approved by the Board. Employee’s eligibility for or entitlement to any awards or payments under the EICP shall be subject to the terms of the EICP.

(D) Contingent upon Board approval of a Long Term Incentive Plan (“LTIP”), Employee will be eligible for an annual LTIP grant of up to Seventy Five Percent (75%) of Base Salary each year or such other equitable award amount as the Board may establish for executives. Subject to the approval of the Board, the LTIP will generally provide for a three year rolling performance period pursuant to which bonuses can be earned based upon the performance of the Company as measured by Funds From Operations per share growth and other shareholder value creation measurements, as determined by the Board from time to time.

(E) Employee will receive a monthly vehicle allowance equal to $1,000.

(F) Employee will have his reasonable temporary housing expenses paid for from June 1, 2014 through May, 31 2015 with a maximum to $25,000

(G) Employee will have reasonable relocation expenses for the movement of his household goods and up to two vehicles reimbursed by the Company

(H) Subject to, and in accordance with, their terms, Employee shall be entitled to participate in any plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, auto, and other related benefits, as they may be amended from time to time. These currently include health, dental and life insurance, and 401K. Employee’s rights and entitlements with respect to any such benefits shall be subject to the provisions of the relevant plans, contracts or policies providing such benefits. In addition, Employee shall be entitled to participate in the executive life insurance, disability and non-qualified deferred compensation plans of the Company, as they may be amended from time to time. In addition, Employee shall accrue vacation and other paid time off benefits in accordance with the terms of the applicable Company policy, as it may be amended from time to time. Nothing contained herein or in any employment offer shall be deemed to impose any obligation on the Company to maintain or adopt any such plans, policies or contracts or to limit the Company’s right to modify or eliminate such plans, policies or contracts in its sole discretion.

(I) Employee hereby acknowledges and agrees that, except as set forth in this Exhibit A or as approved by the Company in writing, he shall not be entitled to receive any other compensation, payments or benefits in connection with his employment under this Agreement.

Exhibit 10.2

CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This CONFIDENTIALITY AND NONCOMPETITION AGREEMENT (this “Agreement”), is made and entered into as of the 27th day of October, 2014 (the “Effective Date”), by and between Campus Crest Communities, Inc. (“Campus Crest”), and Angel Herrera, an individual (the “Executive”) (the Company and the Executive are hereinafter sometimes collectively referred to as the “Parties”).

WITNESSETH :

WHEREAS, Campus Crest and Executive have entered into an employment agreement (the “Employment Agreement”) on a date even herewith; and

WHEREAS, Campus Crest, as a condition of entering into the Employment Agreement with Executive, desires to obtain certain restrictive covenants from Executive, as described below, and Executive is willing to agree to such restrictive covenants in consideration of the material employment, compensation and benefits set forth in the Employment Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, Campus Crest and Executive agree as follows:

Section 1. Definitions.

(a) “Board” shall mean the Board of Directors of the Company.

(b) “Cause” shall have the meaning set forth in the Employment Agreement.

(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.

(e) “Confidential Information” shall have the meaning set forth in Section 3 hereof.

(f) “Developments” shall have the meaning set forth in Section 7 hereof.

(g) “Good Reason” shall have the meaning set forth in the Employment Agreement.

(h) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second (2^nd) anniversary of Executive’s Termination Date (as defined in the Employment Agreement).

(i) “Company” shall mean Campus Crest and any parent, subsidiary or affiliated companies of Campus Crest.

(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. Executive acknowledges and agrees that these are the services that Executive is performing and will perform for the Company.

Section 2. Reasonableness of Covenants.

Executive acknowledges and agrees that (A) the agreements and covenants contained in this Agreement are (i) reasonable and valid in geographical and temporal scope and in all other respects, and (ii) essential to protect the value of the Company’s business and assets, (B) by his employment with the Company, Executive will obtain specialized and confidential knowledge, contacts, know-how, training and experience at significant expense to the Company and there is a substantial probability that such knowledge, know-how, contacts, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment, and (C) the restrictive covenants and agreements in this Agreement are material consideration for the compensation and benefits provided to Executive under the Employment Agreement.

Section 3. Confidential Information.

At any time during and after the end of Executive’s employment with the Company, without the prior written consent of the Board, except to the extent required by an order of a court having jurisdiction or under subpoena from an appropriate government agency, in which event, Executive shall use his best efforts to consult with the Board prior to responding to any such order or subpoena, and except as required in the performance of his duties under the Employment Agreement, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information (a) relating to the Company, or (b) that the Company may receive belonging to suppliers, customers or others who do business with the Company (“Confidential Information”). Executive’s obligation under this Section 3 shall not apply to any information which (i) is known publicly; (ii) is in the public domain or hereafter enters the public domain without the breach of the Executive of this Section 3; (iii) is known to Executive prior to his receipt of such information from the Company, as evidenced by Executive’s written records; or (iv) is disclosed after termination of Executive’s employment to Executive by a third party not under an obligation of confidence to the Company.

Section 4. Non-Competition.

Executive covenants and agrees 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, Executive shall not, directly or indirectly, whether individually or as 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. Notwithstanding the foregoing, Executive may, directly or indirectly, own, solely as an investment, securities of any entity engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market; provided that Executive (A) is not a controlling person of, or member of a group which controls, such entity and (B) does not, directly or indirectly, own 2% or more of any class of securities of any such entity.

Section 5. Non-Solicitation; Non-Interference.

During the Restricted Period, Executive shall not, directly or indirectly, for his own account or benefit or for the account or benefit of any other individual or entity, nor shall he directly or indirectly assist any person or entity to (i) encourage, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, as agent of, or as service provider to, the Company to terminate such person’s employment, agency or service, as the case may be, with the Company; or (ii) divert, or attempt to divert, any person, concern, or entity from doing business with the Company, or attempt to induce any such person, concern or entity to cease being a customer or supplier of the Company. 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.

Section 6. Non-Disparagement.

Executive will not at any time, during or after the Term of the Employment Agreement, disparage, defame or denigrate the reputation, character, image, products or services of the Company, any of the Company’s directors, officers, stockholders, members, employees or agents. The Company will not, except as may be required by law, issue any official press release or statement which could disparage Executive.

Section 7. Return of Documents.

In the event of the termination of Executive’s employment for any reason, Executive shall deliver to the Company all of (i) the property of the Company, and (ii) the documents and data of any nature and in whatever medium of the Company, its customers, suppliers, investors or other third parties who entrusted such documents or data to the Company, and he shall not take with him any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.

Section 8. Works for Hire.

Executive agrees that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights and other rights throughout the world) in any inventions, works of authorship, mask works, ideas or information discovered, created, made, conceived or reduced to practice, in whole or in part, by Executive (either alone or with others) during the Term of Employment that relate to the Company’s business activities (the “Developments”); provided, however, that the Company shall not own Developments for which no equipment, supplies, facilities, trade secret information or Confidential Information of the Company was used and which were developed entirely off of Company premises and on Executive’s own personal time, and which do not relate (A) to the business, plans, or affairs of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development (“Excluded Developments”). Executive agrees to assign, and hereby does assign to the Company all right, title and interest in and to any and all of these Developments with the sole exception of those that Executive demonstrates are Excluded Developments. Executive agrees to assist the Company, at the Company’s expense, to further evidence, record, confirm, effect, enable and perfect such assignments to Company, and to perfect, obtain, maintain, enforce, and defend all rights, title, and interest specified to be so owned or assigned. To the extent permissible by law, Executive hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. In addition, and not in contravention of any of the foregoing, Executive acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright shall to the extent possible under U.S. law be considered “works made for hire,” as that term is defined in the United States Copyright Act (17 USC Sec. 101). Further, to the extent that Company is not considered the author and original owner of any Developments, Executive agrees to waive and hereby does waive any and all interests or rights in the nature of paternity, integrity, disclosure and withdrawal and any other rights or interests that may be known as or referred to as “moral rights” under the law of any jurisdiction. To the extent Executive retains any such moral rights or other rights or interests under applicable law, consents to any action consistent with the terms of this Agreement with respect thereto, in each case, to the full extent of such applicable law. Executive will confirm any such waivers and consents from time to time as requested by the Company.

Section 9. Enforceability and Reformation; Severability.

The Parties intend for all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, in the event that any provision or portion of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, for any reason, under present or future law, such provision shall be severable and the remainder thereof shall not be invalidated or rendered unenforceable or otherwise adversely affected. Without limiting the generality of the foregoing, if a court should deem any provision of this Agreement to create a restriction that is unreasonable as to scope, duration or geographical area or otherwise, the Parties agree that the court may modify or blue pencil the provisions of this Agreement and that the provisions shall be modified and enforceable in such scope, for such duration and in such geographic area as any court having jurisdiction may determine to be the longest period and/or greatest size permissible and reasonable under the law.

Section 10. Injunctive Relief.

Without intending to limit the remedies available to the Company, Executive acknowledges that a breach of any of the covenants contained in this Agreement may result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction, without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach of this Agreement, restraining Executive from engaging in activities prohibited by this Agreement or such other relief as may be required specifically to enforce any of the covenants in this Agreement. Notwithstanding any other provision to the contrary, the Restricted Period shall be tolled during any period of violation of any of the covenants in Section 4 or Section 5 hereof and during any other period required for litigation during which the Company seeks to enforce this covenant against Executive if it is ultimately determined that Executive was in breach of such covenants.

Section 11. Fees And Costs.

If either Party initiates any action or proceeding to enforce any of its rights hereunder or to seek damages for any violation hereof, then, the Parties shall bear their respective costs and expenses of any such proceeding; provided, that, in addition to all other remedies that may be granted, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and all other costs that it may sustain in connection with such action or proceeding.

Section 12. Successors and Assigns.

This Agreement shall inure to the benefit of and be enforceable by, and may be assigned by the Company to, any purchaser of all or substantially all of the Company’s business or assets, any successor to the Company or any assignee thereof (whether direct or indirect, by purchase, merger, consolidation or otherwise). Executive shall not have the right to assign any of his rights or obligations under this Agreement.

Section 13. Waiver and Amendments.

Any waiver, alteration, amendment or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

Section 14. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina (without giving effect to the choice of law principles thereof) applicable to contracts made and to be performed entirely within such state.

Section 15. Section Headings.

The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or affect the meaning or interpretation of this Agreement or of any term or provision hereof.

Section 16. Entire Agreement.

This Agreement constitutes the entire understanding and agreement of the parties hereto regarding the subject matter hereof. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement.

Section 17. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

	CAMPUS CREST COMMUNITIES, INC.

	By:	/s/ Donald L. Bobbitt, Jr.

	Name: Donald L. Bobbitt, Jr.

	Title: Executive Vice President, Chief Financial Officer and Secretary

	EXECUTIVE:

	/s/ Angel Herrera
	Angel Herrera

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 27th day of October, 2014 (the “Effective Date”), by and between Campus Crest Communities, Inc. (the “Company”), and Scott Rochon, an individual (“Employee”) (the Company and Employee are hereinafter sometimes collectively referred to as the “Parties”).

RECITALS

A. The Company desires to employ Employee as SVP – Corporate Controller and Chief Accounting Officer of the Company on the terms and conditions hereinafter set forth.

B. Employee desires to accept such employment on the terms and conditions hereinafter set forh.

1. Employment. The Company hereby employs Employee as SVP – Corporate Controller and Chief Accounting Officer of the Company, and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth. Employee shall be responsible for the operations of all properties, facilities management and construction. He shall be responsible for working together with the executive team to develop and operate to annual operating plans, building leadership within the Company, developing systems and procedures, evaluating opportunities that the Company considers for investment, and shall have such other duties and authority as are customary for such position and as shall from time to time be assigned to Employee by the Chief Executive Officer and the Board of Directors (“Board”) of the Company in their discretion. Employee shall faithfully and to the best of his ability fulfill such duties and shall devote his full business time, attention, skill and efforts with undivided loyalty to the performance of such duties. Employee shall abide by all of the rules, regulations and policies established or promulgated (whether communicated in writing, electronically or orally) by the Company from time to time. Employee agrees that so long as he is an employee of the Company he shall not, without obtaining the express prior approval in writing of the Chief Executive Officer and the Board of the Company, engage in any employment, consulting activity or business other than for the Company, including serving on boards of directors of other companies. Notwithstanding the other provisions of this Section 1, Employee is authorized to make and manage personal business investments of his choice, including, without limitation, the management of family-owned companies and investments, subject to the limitations set forth in the Confidentiality and Noncompetition Agreement (as defined below) and provided that such activities do not materially interfere with the performance of the Employee’s duties under the Agreement.

2. Compensation and Benefits. During the Term (as defined below), Employee shall receive the compensation and benefits more particularly described on Exhibit A attached hereto and made a part hereof. In the event the Company terminates the Annual Incentive Compensation Program (the “AICP”), which consists of annual discretionary cash bonuses under the Company’s Incentive Compensation Plan and annual discretionary restricted stock awards under the Company’s Equity Incentive Compensation Plan, as provided for in Exhibit A hereto, the Company shall establish a new plan or such other arrangement which shall provide Employee with substantially similar economic benefits to those provided under the AICP. Furthermore, no amendment or modification to the AICP during a performance cycle shall reduce the potential benefits to be provided thereunder as established at the beginning of such performance cycle without the written consent of Employee, provided, that in the event of a business transaction (e.g., merger, sale of assets, material acquisition or disposition) that makes the performance metrics established for the performance cycle no longer appropriate, the Company may make such equitable adjustments to the AICP as it deems necessary. Any payments referenced hereunder shall be subject to applicable taxes and other withholdings.

4. Termination of Employment.

(B) Payments Upon Termination.

(ii) Termination By Company.

For purposes of this Agreement, “Change in Control” means (a) the acquisition at any time by a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“1934 Act”)) who or which are the beneficial owners (as defined in Rule 13(d)-3 under the 1934 Act), directly or indirectly, of securities representing more than thirty-five percent (35%) of the combined voting power in the election of directors of the then outstanding securities of the Company or any successor of the Company, unless the acquisition of securities resulting in such ownership by such person or group had been approved by the Board of Directors of the Company; (b) within any twelve-month period, the date a majority of members of the Company’s Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election; or (c) within any twelve-month period, the acquisition by any one person, or more than one person acting as a group, of the assets of the Company that have a total gross fair market value of eighty-five percent (85%) or more of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions; provided that such person or persons is not an entity controlled by the Company or the stockholders of the Company; provided that, if this Agreement would cause a payment subject to Section 409A to be made because of the occurrence of a Change in Control, then such payment shall not be made unless such Change in Control also constitutes “a change in the ownership of the corporation,” “a change in effective control of the corporation,” or “a change in the ownership of a substantial portion of the assets of the corporation” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. The payments to Employee outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to comply with the Confidentiality and Noncompetition Agreement, and Company provides written notice and Employee doesn’t cease, then Employee agrees that the Company has the right not to make the payment described in this Section and that the Company is entitled to recover from Employee any payment it has already made to Employee.

If to the Company	Campus Crest Communities, Inc.
	2100 Rexford Road, Suite 414
	Charlotte, NC 28211
	Attention: Donald L. Bobbitt Jr.

With copy to	Bill Vesely
	Kilpatrick Townsend & Stockton LLP
	Suite 2800
	1100 Peachtree Street NE
	Atlanta, GA 30309-4528

If to Employee	Scott R. Rochon
	3105 Jones Ridge Dr.
	Charlotte, NC 28226

15. Amendment. This Agreement may not be amended, modified or changed, in whole or in part, except by a written instrument signed by a duly authorized officer of the Company and by Employee.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement as of the date first above written.

	CAMPUS CREST COMMUNITIES, INC.

	By:	/s/ Donald L. Bobbitt, Jr.

	Name: Donald L. Bobbitt, Jr.

	Title: Executive Vice President, Chief Financial Officer and Secretary

	EMPLOYEE:

	/s/ Scott R. Rochon
	Scott R. Rochon

Exhibit A

Compensation and Benefits

(A) Employee shall initially receive a base salary of $202,000 per year (as such base salary may hereafter from time to time be adjusted as provided herein, the “Base Salary”). Thereafter, Employee’s Base Salary shall be reviewed annually by the Company’s Compensation Committee (the “Committee”) and the Board of Directors (the “Board”) of the Company and may be adjusted upward in its sole discretion. The Base Salary shall be paid during the period of employment in accordance with the Company’s normal payroll policies and practices in effect from time to time. The Base Salary and all other payments hereunder shall be subject to all applicable employment and withholding taxes.

(E) Subject to, and in accordance with, their terms, Employee shall be entitled to participate in any plans, insurance policies or contracts maintained by the Company relating to retirement, health, disability, auto, and other related benefits, as they may be amended from time to time. These currently include health, dental and life insurance, and 401K. Employee’s rights and entitlements with respect to any such benefits shall be subject to the provisions of the relevant plans, contracts or policies providing such benefits. In addition, Employee shall be entitled to participate in the executive life insurance, disability and non-qualified deferred compensation plans of the Company, as they may be amended from time to time. In addition, Employee shall accrue vacation and other paid time off benefits in accordance with the terms of the applicable Company policy, as it may be amended from time to time. Nothing contained herein or in any employment offer shall be deemed to impose any obligation on the Company to maintain or adopt any such plans, policies or contracts or to limit the Company’s right to modify or eliminate such plans, policies or contracts in its sole discretion.

(F) Employee hereby acknowledges and agrees that, except as set forth in this Exhibit A or as approved by the Company in writing, he shall not be entitled to receive any other compensation, payments or benefits in connection with his employment under this Agreement.

Exhibit 10.4

CONFIDENTIALITY AND NONCOMPETITION AGREEMENT

This CONFIDENTIALITY AND NONCOMPETITION AGREEMENT (this “Agreement”), is made and entered into as of the 27th day of October, 2014 (the “Effective Date”), by and between Campus Crest Communities, Inc. (“Campus Crest”), and Scott Rochon, an individual (the “Executive”) (the Company and the Executive are hereinafter sometimes collectively referred to as the “Parties”).

WITNESSETH :

WHEREAS, Campus Crest and Executive have entered into an employment agreement (the “Employment Agreement”) on a date even herewith; and

Section 1. Definitions.

(a) “Board” shall mean the Board of Directors of the Company.

(b) “Cause” shall have the meaning set forth in the Employment Agreement.

(e) “Confidential Information” shall have the meaning set forth in Section 3 hereof.

(f) “Developments” shall have the meaning set forth in Section 7 hereof.

(g) “Good Reason” shall have the meaning set forth in the Employment Agreement.

(i) “Company” shall mean Campus Crest and any parent, subsidiary or affiliated companies of Campus Crest.

Section 2. Reasonableness of Covenants.

Section 3. Confidential Information.

Section 4. Non-Competition.

Section 5. Non-Solicitation; Non-Interference.

Section 6. Non-Disparagement.

Section 7. Return of Documents.

Section 8. Works for Hire.

Section 9. Enforceability and Reformation; Severability.

Section 10. Injunctive Relief.

Section 11. Fees And Costs.

Section 12. Successors and Assigns.

Section 13. Waiver and Amendments.

Section 14. Governing Law.

Section 15. Section Headings.

Section 16. Entire Agreement.

Section 17. Counterparts.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

	CAMPUS CREST COMMUNITIES, INC.

	By:	/s/ Donald L. Bobbitt, Jr.

	Name: Donald L. Bobbitt, Jr.

	Title: Executive Vice President, Chief Financial Officer and Secretary

	EXECUTIVE:

	/s/ Scott R. Rochon
	Scott R. Rochon