Item
5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
January 3, 2017, Allison Nagelberg, the General Counsel of Monmouth Real Estate Investment Corporation (the “Company”),
entered into an Employment Agreement, effective January 1, 2017, with the Company, specifying the terms and conditions of Ms.
Nagelberg’s employment. The Employment Agreement has an initial term expiring on December 31, 2019, unless otherwise terminated,
and will be automatically renewed and extended for successive one-year periods, provided that neither Ms. Nagelberg nor the Company
provides written notice to the other party electing not to renew or extend the Employment Agreement at least ninety (90) days
prior to the expiration of the initial term or any anniversary thereof. The Employment Agreement provides for a minimum annual
base salary of $358,312.50 for the first year, $376,228.13 for the second year and $395,039.54 for the third year.
Under
the Employment Agreement, Ms. Nagelberg is also eligible for annual cash bonuses and she is entitled to participate in the Company’s
Stock Option Plan, including any grants of restricted stock and/or stock options, upon terms and conditions approved by the Company
and subject to approval of the Compensation Committee.
Under
the Employment Agreement, if Ms. Nagelberg’s employment is terminated by the Company for any reason, either involuntary
or voluntary, including the death of Ms. Nagelberg, other than a termination for cause (as defined in the Employment Agreement),
Ms. Nagelberg shall be entitled to the greater of the base salary due under the remaining term of the Employment Agreement or
one year’s compensation at the date of termination, paid monthly over the remaining term of the Employment Agreement. A
termination in connection with a change of control of the Company shall not be considered to be a termination for cause.
The
Employment Agreement provides that, upon a change of control of the Company, Ms. Nagelberg has the right to extend and renew the
Employment Agreement for three years from the date of the change of control, or, alternatively, to terminate the Employment Agreement
and receive one year’s base salary. In addition, provided that Ms. Nagelberg is actively employed by the Company as of the
consummation of a change of control, Ms. Nagelberg shall be entitled to a transaction bonus consistent with the terms of the Company’s
Executive Management Transaction Bonus Plan, which shall be approved by the Compensation Committee.
The
Employment Agreement entitles Ms. Nagelberg to customary fringe benefits, including vacation and health benefits, the use of an
automobile, and the right to participate in the Company’s retirement plan.
The
above summary of the Employment Agreement is qualified in its entirety by reference to the text of the Employment Agreement, which
is filed herewith as Exhibit 10.1, and incorporated by reference herein.