Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2015, Campus
Crest Communities, Inc. (the “Company”) entered into an amended and restated employment agreement with Aaron S. Halfacre,
the Company’s president and chief investment officer (the “Amended Agreement”), for an initial term expiring
on July 31, 2016, subject to automatic annual extensions. Under the Amended Agreement, Mr. Halfacre’s base salary was increased
to $350,000.
Pursuant to the Amended
Agreement, Mr. Halfacre is entitled to participate in the Company’s Incentive Compensation Plan, with a target potential
bonus equal to 100% of his base salary if performance targets are achieved. Mr. Halfacre is also entitled to receive an incentive
bonus for his performance during fiscal year 2014 in the amount of $600,000 (the “2014 Incentive Bonus”), payable on
or about September 30, 2015, if Mr. Halfacre is in good standing on such date. Mr. Halfacre is also entitled to receive an incentive
bonus for his performance during fiscal year 2015 in the aggregate amount of $350,000 (the “2015 Incentive Bonus”),
payable in three separate installments of (i) $70,000 on August 1, 2015, (ii) $87,500 on November 1, 2015 and (iii) $192,500 on
February 1, 2016, each such payment conditional upon achieving certain performance metrics to be mutually agreed for calendar year
2015. If Mr. Halfacre’s employment is terminated without cause (as defined in the Amended Agreement) or terminates his employment
with the Company for good reason (as defined in the Amended Agreement), Mr. Halfacre will be entitled to the full amount of the
2014 Incentive Bonus and a pro rata portion of the 2015 Incentive Bonus based upon the number of days he was an active employee
in calendar year 2015. Further, Mr. Halfacre is entitled to receive certain transactions bonuses in an aggregate amount not to
exceed $1,000,000 upon the occurrence of certain Transactions (as defined in the Amended Agreement), including a sale of the Company
and the closing of the dispositions of certain properties, if such Transactions occur by certain designated transaction dates.
In addition, the Company
has agreed to amend the award agreement pursuant to which Mr. Halfacre was awarded 30,000 restricted shares of the Company on July
31, 2014, which restricted shares were initially eligible to vest over a three-year period commencing July 31, 2014, to provide
that such restricted shares shall vest on August 1, 2015 if Mr. Halfacre is employed by the Company on such date.
The foregoing description
of the Amended Agreement is qualified in its entirety by reference to the Amended Agreement, a copy of which is attached hereto
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Also as of June 12, 2015,
Mr. Halfacre entered into a Confidentiality and Noncompetition Agreement (the “Noncompetition Agreement”), pursuant
to which, for so long as he is employed by the Company 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, service providers, customers or suppliers of the Company.
The foregoing description
of the Noncompetition Agreement is qualified in its entirety by reference to the Noncompetition Agreement, a copy of which is attached
hereto as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.