Exhibit
10.1


 


Monmouth
Real Estate Investment Corporation

Change in Control Severance Plan


Effective
January 1, 2021



 


1.
General Eligibility. Each employee who is employed on a full-time basis by Monmouth Real Estate Investment Corporation (the
“Company”), and who is not subject to an employment agreement with the Company providing for severance, (a
“Participant”) shall be eligible to participate in this Change in Control Severance Plan (the “Plan”).


 


2.
Severance. In the event Participant’s employment with the Company is terminated without Cause within twelve months following
a Change in Control (a “Qualifying Termination”), and subject to Section 4, Participant shall receive a severance
payment equal to two (2) times his or her annual base salary as in effect immediately prior to the effective date of the Change
in Control (the “Severance Payment”).


 


For
purposes of this Plan, “Cause” shall mean any of the following: (i) Participant’s continued failure to
satisfactorily perform his or her duties to the Company (other than as a result of his or her total or partial incapacity due
to physical or mental illness); (ii) any willful act or omission by Participant constituting dishonesty, fraud or other malfeasance
against the Company; (iii) Participant’s commission of a felony under the laws of the United States or any state thereof
or any other jurisdiction in which the Company conducts business; or (iv) Participant’s breach of any of the material policies
of the Company including without limitation being under the influence of illicit drugs or alcohol at work or on the Company’s
premises.


 


For
purposes of this Plan, “Change in Control” shall have the meaning defined in the Company’s Amended and
Restated 2007 Incentive Award Plan, as amended from time to time, and any successor Plan, whichever is operative as of the date
of determination hereunder.


 


3.
COBRA. If Participant has experienced a Qualifying Termination and timely elects continuation of health benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for themselves, their spouse
and their eligible dependents, if applicable, in addition to the Severance Payment and subject to Section 4, the Company will
also pay or reimburse Participant for all premiums required for such COBRA continuation coverage for so long as Participant remains
eligible for such coverage under COBRA or until Participant obtains other health care coverage, if earlier. In the event it is
not possible to provide COBRA coverage on a subsidized basis, as described in this Section 3, the Company shall pay to Participant
a lump sum equal to the value of such subsidy, as determined in the reasonable discretion of the Company, assuming that the Participant
remained eligible for 18 months of COBRA coverage.


 


4.
Payment and Other Terms.


 


(a)
The receipt of the Severance Payment and any COBRA benefits under Section 3 will be subject to Participant signing (or, in the
event of Participant’s death, his or her estate or beneficiaries signing) and not revoking (within any period permitted
under applicable law) an agreement containing a general release of all claims against, together with a customary non-disparagement
covenant relating to, the Company and its affiliates in a form acceptable to the Company, within 50 days following the effective
date of Participant’s Qualifying Termination (the “Release Agreement”).


 


(b)
To be eligible for benefits under this Plan, the Qualifying Termination must also constitute a “separation from service”
within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”)


 




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(c)
The Severance Payment shall be made, subject to Participant signing and not revoking the Release Agreement referenced in Section
4(a), in a lump-sum within 60 days following the effective date of Participant’s Qualifying Termination.


 


(d)
The Company shall be entitled to withhold or cause to be withheld from any amounts to be paid under this Plan to a Participant
any federal, state, or local withholding or other taxes or amounts that it is from time to time required or permitted to withhold.


 


5.
Effect on Other Arrangements. This Plan supersedes each prior plan, guideline, practice or agreement with the Company relating
to severance benefits for Participants eligible for such coverage, whether formal or informal, or written or unwritten, except
as required under applicable law or such Participant’s written employment agreement; provided, that payments under applicable
law or any employment agreement or other similar agreement shall be reduced by the amount of severance payments and benefits,
if any, payable under this Plan.


 


6.
At-Will Employment. This Plan shall not give any employee the right to be retained in the service of the Company or interfere
with or restrict the right of the Company to discharge or retire the employee. All employees of the Company are employed at will.


 


7.
Administration, Duration and Amendments. This Plan shall be administered by the Compensation Committee of the Company’s
Board of Directors or a sub-committee thereof, whose determinations, exercise of discretion and interpretation of this Plan shall
be final and binding. Following a Change in Control, this Plan shall be administered by a committee of the Board comprised of
Incumbent Directors (as defined in the defined in the Company’s Amended and Restated 2007 Incentive Award Plan). The Company
reserves the right to amend or terminate all or any part of this Plan at any time, by action of the Company’s Board of Directors,
Compensation Committee or such officer(s) who are so authorized, in its, his or her discretion, provided, however, that no such
amendment or termination shall impair the then existing rights of a Participant with regards to the Plan, including but not limited
to the rights of any Participant who actually ceased employment with the Company as a result of a Qualifying Termination.


 


8.
No Implied Employment Rights. The Plan shall not be deemed to give any Participant or other person any right to be retained
in the employ of the Company or its affiliates or to interfere with the right of the Company or its affiliates to discharge any
Participant or other person at any time and for any reason.


 


9.
Governing Law. The Plan shall be administered, interpreted and enforced under the internal laws of the State of Maryland without
regard to conflicts of laws thereof or of any other jurisdiction.


 


10.
Section 409A. Notwithstanding any provision herein to the contrary, if Participant is deemed by the Company at the time of
his or her Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code,
to the extent delayed commencement of any portion of the benefits to which Participant is entitled under this Plan is required
in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of his or her benefits shall
not be provided to Participant prior to the earlier of (i) the expiration of the six-month period measured from the date of Separation
from Service with the Company or (ii) the date of death. Upon the first business day following the expiration of the applicable
Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to
Participant (or Participant’s estate or beneficiaries), and any remaining payments due under this Plan shall be paid as
otherwise provided herein. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms
and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of this
Plan. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable
hereunder will be immediately taxable to Participant under Section 409A of the Code and related Department of Department of Treasury
guidance, to the extent permitted under Section 409A of the Code, the Company may, to the extent permitted under Section 409A
of the Code (a) cooperate in good faith to adopt such amendments to this Plan and appropriate policies and procedures, including
amendments and policies with retroactive effect, that they determine necessary or appropriate to preserve the intended tax treatment
of the benefits provided by this Plan, preserve the economic benefits of this Plan and avoid less favorable accounting or tax
consequences for the Company and/or (b) take such other actions as mutually determined necessary or appropriate to exempt the
amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby
avoid the application of penalty taxes under such section.


 




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