MONMOUTH
REAL ESTATE INVESTMENT CORPORATION


 


Employment
Agreement


AGREEMENT
EFFECTIVE JANUARY 1, 2017


 


	By
and between:	MONMOUTH
                        REAL ESTATE INVESTMENT CORPORATION
	 	A
                                         Maryland Corporation (“Corporation”)
	 	 
	And:	Allison
                                         Nagelberg (“Employee”)






 


Corporation
desires to employ Employee to the business of the Corporation and Employee desires to be so employed. The parties agree as follows:


 


		1.	Term
                                         of Employment.



 


		a.	Corporation
                                         agrees to employ Employee and Employee agrees to be employed in the capacity of General
                                         Counsel for a term of three (3) years effective January 1, 2017 and terminating December
                                         31, 2019. Thereafter, the term of this Employment Agreement shall be automatically renewed
                                         and extended for successive one-year periods except that either party may, at least ninety
                                         (90) days prior to such expiration date or any anniversary thereof, give written notice
                                         to the other party electing that this Employment Agreement not be renewed or extended,
                                         in which event this Employment Agreement shall expire as of the expiration date or anniversary
                                         date, respectively. 



 


		b.	In
                                         the event of a merger of the Corporation, sale or change of control, defined as voting
                                         control (under any such circumstance referred to as a “Change of Control”),
                                         Employee shall have the right to extend and renew this Employment Agreement so that the
                                         expiration date will be three years from the date of the Change of Control. Alternatively,
                                         Employee shall have the right to terminate this Agreement and shall be entitled to receive
                                         one year’s base salary in accordance with paragraph 1c below. Any combination of
                                         MONMOUTH REAL ESTATE INVESTMENT CORPORATION and UMH PROPERTIES, INC. shall not be considered
                                         a Change of Control.



 


		c.	If
                                         there is a termination of employment by the Corporation for any reason, either involuntary
                                         or voluntary, including the death of the Employee, other than a termination for cause
                                         as defined herein, Employee shall be entitled to the greater of the base salary due under
                                         the remaining term of this Agreement or one year’s base salary at the date of termination,
                                         paid monthly over the remaining term or life of this Agreement. Provided, however, that
                                         in the event of a termination in connection with a Change of Control, said termination
                                         shall not be considered for cause.



 


		d.	If
                                         employment is terminated or not renewed by the Corporation, and Employee is a Director
                                         of the Corporation, Employee will be presumed to have resigned the directorship. Provided,
                                         however, that the terms of this paragraph shall not apply in the event of a termination
                                         in connection with a Change of Control.



 






    	 



    	 



    

 


		e.	In
                                         addition to any other compensation afforded herein, provided that Employee is actively
                                         employed by the Corporation as of the consummation of a Change of Control, Employee shall
                                         be entitled to a transaction bonus consistent with the terms of the Corporation’s
                                         Executive Management Transaction Bonus Plan, which Plan shall be approved by the Corporation’s
                                         Compensation Committee.



 


		2.	Time
                                         and Efforts.



 


Employee
shall diligently and conscientiously devote her time and attention and use her best efforts in the discharge of her duties as
General Counsel of the Corporation.


 


		3.	Board
                                         of Directors.



 


Employee
should at all times discharge her duties in consultation with and under the supervision of the Board of Directors of the Corporation.


 


		4.	Compensation.



 


Corporation
shall pay to Employee as compensation for her services a base salary, which shall be paid in such intervals as salaries are paid
generally to other executive officers of the Corporation, as follows:


  


		a.	For
                                         the year beginning January 1, 2017 and ending on December 31, 2017, the base salary shall
                                         be $358,312.50 annually;



 


		b.	For
                                         the year beginning January 1, 2018 and ending on December 31, 2018, the base salary shall
                                         be $376,228.13 annually;



 


		c.	For
                                         the year beginning January 1, 2019 and ending on December 31, 2019, the base salary shall
                                         be $395,039.54 annually;



  


The
Employee shall purchase and/or maintain a disability insurance policy providing up to 60% of her salary and commencing 90 days
after the date of disability. During the first 90 days following the date of disability, Employee’s salary will continue
to be paid by the Corporation. Thereafter, the Employee will receive lost wages from the disability policy. The Corporation will
reimburse the Employee for the cost of such insurance. As an alternative to long-term disability, Employee shall have the option
to purchase and/or maintain, and be fully reimbursed for, a short-term disability policy on terms to be approved by the Corporation.


  


		5.	Bonuses
                                         and Stock Options/Restricted Stock.



 


Bonuses
shall be paid at the discretion of the Compensation Committee of the Board of Directors or the President of the Corporation.


 


Employee
shall be entitled to participate in the Corporation’s Stock Option Plan, including any grants of restricted stock and/or
stock options, upon terms and conditions approved by the Corporation and subject to approval of the Compensation Committee.


 






    	 



    	 



    

 


		6.	Expenses.



 


Corporation
will reimburse Employee for reasonable and necessary expenses incurred by her in carrying out her duties under this Agreement.
Employee shall present to the Corporation from time to time an itemized account of such expenses in such form as may be required
by the Corporation.


 


		7.	Vacation.



 


Employee
shall be entitled to take four (4) paid weeks of vacation per year and the same holidays as provided for the other members of
the staff.


 


		8.	Pension.



 


Employee,
at her option, may participate in the 401-k plan of the Corporation, according to its terms.


 


		9.	Life
                                         and Health Insurance Benefits and Automobile.



 


Employee
shall be entitled during the term of this Agreement to participate in all health and dental insurance and group life insurance
benefit plans providing benefits generally applicable to the employees of the Corporation as may be modified from time to time.


 


Corporation
will also provide the Employee with an automobile, including maintenance, repairs, insurance, and all costs incident thereto.


 


		10.	Termination
                                         



 


This
Employment Agreement may be terminated by the Corporation at any time by reason of the death or disability of Employee or for
cause, or for any reason other than discrimination or retaliation. A termination “for cause” shall mean a termination
of this Employment Agreement by reason of a good faith determination by a majority of the Board of Directors of the Corporation
or the President of the Corporation that Employee, by engaging in fraud or willful misconduct, a) failed to substantially perform
her duties with the Corporation (if not due to death or disability), or b) has engaged in conduct, the consequences of which are
materially adverse to the Corporation, monetarily or otherwise. “Disability” shall mean a physical or mental illness
which, in the judgment of the Corporation after consultation with the licensed physician attending the Employee, impairs the Employee’s
ability to substantially perform her duties under this Employment Agreement as an employee, and as a result of which she shall
have been absent from her duties with the Corporation on a full time basis for six (6) consecutive months. The termination provisions
shall not, in any way, affect the disability benefits provided for in this Employment Agreement.


 


		11.	Arbitration
                                         and Damages Limitation



 


It
is expressly agreed by all parties to this Agreement that any dispute between the parties will be determined by binding arbitration
performed under the rules of the American Arbitration Association. It is expressly agreed that in no event can the Employee seek
damages exceeding one year’s base salary. This provision applies to any and all claims arising from Employee’s employment,
except for matters solely and directly related to Workers Compensation Insurance.


 






    	 



    	 



    

 


		12.	Indemnification
                                         and Attorneys’ Fees.



 


The
Corporation agrees to indemnify the Employee from any and all lawsuits filed directly against the Employee by a third party in
her capacity as Employee and/or Director of the Corporation. The Corporation will pay all attorneys’ fees and costs to defend
the Employee from any such lawsuits.


 


		13.	Notices



 


All
notices required or permitted to be given under this Agreement shall be given by certified mail, return receipt requested, to
the parties at the following addresses or such other addresses as either may designate in writing to the other party:


 





	 	Corporation:	Monmouth Real Estate Investment Corporation
	 	 	
        Juniper Business Plaza

        3499 Route 9 North, Suite 3D

        Freehold, New Jersey 07728

	 	 	 
	 	Employee:	Allison Nagelberg
	 	 	(Address on file)








 





		14.	Governing
                                         Law.



 


This
Agreement shall be construed and governed in accordance with the laws of the State of New Jersey.


 


		15.	Entire
                                         Contract.



 


This
Agreement constitutes the entire understanding and agreement between the Corporation and Employee with regard to all matters herein.
There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This agreement
may be amended only in writing signed by both parties hereto.


 


		16.	Modification
                                         and Waiver



 


No
provision of this Employment Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Employee and such officer may be specifically designated by the Board of Directors of the Corporation.
No waiver by either party hereto at any time of any breach by the other party hereof, or compliance with, any condition or provision
of this Employment Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.


  






    	 



    	 



    

 










	 	17.	Successors




  


This
Agreement shall be binding on the Corporation and any successor to any of its businesses or assets. This Agreement shall inure
to the benefit of and be enforceable by Employee’s personal and legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.


 







	 	18.	Severability







 


The
invalidity or unenforceability of any provision of this Agreement, whether in whole or in part, shall not in any way affect the
validity and/or enforceability of any other provisions herein contained. Any invalid or unenforceable provision shall be deemed
severable to the extent of any such invalidity or unenforceability.


 





	 	19.	Headings




  


Headings
used in this Employment Agreement are for convenience only and shall not be used to interpret its provisions.


 


Signature
Page Follows


  






    	 



    	 



    

 


IN
WITNESS WHEREOF, Corporation has by its appropriate officers signed and affixed its seal and Employee has signed and sealed this
Agreement.


  


	 	MONMOUTH
    REAL ESTATE INVESTMENT CORPORATION
	 	 	 
	 	By:	/s/
    Stephen B. Wolgin
	 	 	Stephen
    B. Wolgin, Chairperson of MREIC Compensation Committee



 


(SEAL)    




 


	 	By:	/s/Allison
    Nagelberg
	 	 	Allison
    Nagelberg,
	 	 	Employee
	 	 	 
	 	Dated:
    January 3, 2017