EX-10.8






Exhibit 10.8




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the ___
day of ___________, 2010 (the “Effective Date”), by and between Campus Crest Communities,
Inc. (the “Company”), and Shannon N. King, 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 Executive Vice President and Chief Marketing
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 Executive Vice President and
Chief Marketing Officer of the Company, and Employee hereby accepts such employment, upon the terms
and conditions hereinafter set forth. Employee shall have such other duties as shall from time to
time be assigned to Employee by the Chief Executive Officer, the President and Chief Operating
Officer or the Board of Directors (“Board”) of the Company in their discretion, which may include
modifications to the compensation and benefits of Employee commensurate with the assigned duties.
Employee shall faithfully and to the best of her ability fulfill such duties and shall devote her
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 she is an employee of the Company she 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.



     2. Compensation and Benefits. During her employment under this Agreement, Employee
shall receive the compensation and benefits more particularly described on Exhibit A
attached hereto and made a part hereof; provided that such compensation and benefits may be
modified in the discretion of the Chief Executive Officer, President and Chief Operating Officer or
the Board as contemplated by Section 1 of this Agreement. Any payments referenced hereunder shall
be subject to applicable taxes and other withholdings.



     3. Termination. This Agreement shall be for an initial term of one year, expiring on
the first anniversary of the date hereof; provided, however, it shall automatically renew for
additional one year terms on each anniversary date hereof unless notice of termination is given in
writing at least 90 days prior to expiration of the initial term or the renewal term, as the case
may be. The Company may terminate this Agreement at any time for Cause or without Cause (as
defined below). Employee may terminate this Agreement at any time with or without Good



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Reason (as defined below) upon delivery to the Company of thirty (30) days written notice.
Termination of this Agreement shall terminate completely Employee’s employment with the Company,
including, but not limited to, her role as an officer.




     (A) Termination Date. The date which the Board of the Company designates as the
termination date or, if Employee terminates this Agreement, the date designated by Employee as
stated in the written notice delivered to the Company, shall be referred to herein as the
“Termination Date.”



     (B) Payment Upon Termination.



          (i) Termination By Employee. In the event Employee terminates this Agreement, the
Company shall be obligated to pay Employee that pro-rata portion of her current semi-monthly Base
Salary payment, as adjusted for any increase thereto, which is earned but unpaid as of the
Termination Date, any earned but unpaid incentive compensation, any accrued but unpaid paid time
off (“PTO”) due to her through the Termination Date and any unreimbursed expenses.
Employee will not be entitled to, nor will she receive, any type of severance payment, unless she
has Good Reason, as defined below, to terminate this Agreement. If Employee has Good Reason then
she shall receive the severance outlined in subsection (B)(ii)(b) below addressing Termination by
the Company without Cause, subject to its requirements for receipt of such payment. If Employee
terminates Employee’s employment pursuant to this subsection (B)(i), then the Company, at its
option, may require Employee to cease providing services during the thirty (30) day notice period
required therein; provided, however, for purposes of calculating payment upon termination under
this Agreement, Employee shall be treated as if she was employed during such thirty (30) day
period. “Good Reason” shall mean (1) Employee’s involuntary relocation to a principal
place of work more than thirty (30) miles from Charlotte, North Carolina or (2) a material breach
by the Company of its obligations hereunder, provided that, upon the occurrence of any of these
acts or omissions, Employee gives the Company notice of her belief that she has Good Reason to
terminate this Agreement and the Company fails to cure within thirty (30) business days of receipt
of Employee’s notice.




          (ii) Termination By Company.




          (a) Cause. The Company may terminate this Agreement 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 that pro-rata portion of
her current semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned
but unpaid as of the Termination Date, any earned but unpaid incentive compensation, any accrued
but unpaid PTO due to her through the Termination Date and any unreimbursed expenses. Employee
will not be entitled to, nor will she receive, any type of severance payment. 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, or (4) 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






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Noncompetition Agreement”).




          (b) Without Cause. The Company may terminate this Agreement without Cause
effective immediately upon notice to Employee. In the event the Company terminates this Agreement
without Cause, the Company shall pay to Employee in addition to the amounts under the first
sentence of Subsection B(i) above, a cash payment equal to one-half times the sum of: (i)
Employee’s then current annual Base Salary, as adjusted for any increase thereto and (ii) an amount
equal to the bonus paid to Employee for the prior year (provided that, if no incentive bonus was
paid in the prior year the amount shall be 50% of the “target amount” as defined in the Company’s
Incentive Compensation Plan for the year in which notice is given). Any amounts payable under this
subparagraph shall be paid in equal monthly installments over a period of six months commencing no
later than thirty (30) days following Employee’s Termination Date, shall be subject to applicable
withholdings. The severance and bonus payments 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 so comply, 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 a Change in Control
of the Company: (A) Employee is terminated without Cause by the Company, or (B) Employee
terminates her employment for Good Reason, in lieu of the severance payment outlined in (b) above,
Employee will receive, in addition to the amounts under the first sentence of Subsection B(i)
above, a cash payment equal to one-half times the sum of: (i) Employee’s then current Base Salary,
as adjusted for any increase thereto and (ii) an amount equal to Employee’s previous year’s
Incentive Compensation Plan payment. In the event Employee did not receive an Incentive
Compensation Plan payment the previous year, the incentive amount shall be 50% of the “target
amount” as defined in the Company’s Incentive Compensation Plan for the year in which termination
occurs. Such amount shall be paid in a lump sum within 60 days of the Termination Date subject to
subsection 3(C) hereof. “Change in Control” means “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 so comply, 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.




          In the event it shall be determined that any payment or distribution to or for the benefit of
Employee under this subsection (iii) or the acceleration thereof (the “Triggering Payment”)
would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any interest or penalties with respect to such excise tax
(collectively, such excise tax, together with any such interest or penalties, the “Excise
Tax”) (all such payments and benefits, including any cash severance payments payable pursuant
to any other plan, arrangement or agreement, hereinafter referred to as the “Total
Payments”), then, after taking into account any reduction in the Total Payments provided by
reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance
payments






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shall be reduced to the extent necessary so that no portion of the Total Payments is subject
to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after
subtracting the net amount of federal, state and local income taxes on such reduced Total Payments
and after taking into account the phase out of itemized deductions and personal exemptions
attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such
Total Payments without such reduction (but after subtracting the net amount of federal, state and
local income taxes on such Total Payments and the amount of Excise Tax to which Employee would be
subject in respect of such unreduced Total Payments and after taking into account the phase out of
itemized deductions and personal exemptions attributable to such unreduced Total Payments). All
determinations required to be made under this subsection (iii) shall be made in writing within ten
(10) business days of the receipt of notice from Employee that there has been a Triggering Payment
by the independent accounting firm then retained by the Company in the ordinary course of business
(which firm shall provide detailed supporting calculations to the Company and Employee) and such
determinations shall be final and binding on the Company and Employee. Any fees incurred as a
result of work performed by any independent accounting firm hereunder shall be paid by the Company.




          (iv) Vesting. In the event of: (i) a termination by the Company without Cause, (ii) a
termination by Employee for Good Reason, (iii) a Change in Control, or (iv) the voluntary
retirement of the Employee subsequent to reaching the age of 63, occurring prior to Employee fully
vesting in any options or restricted equity, then the vesting schedule shall be accelerated so that
Employee will be deemed fully vested with respect to such options or restricted equity.




          (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 she
is unable to perform her 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 her Base
Salary during the period she is unable to work prior to termination hereunder is contingent on
other Company policies and the amount of leave Employee has available to her under those policies.
Upon termination by reason of Employee’s disability, the Company’s sole and exclusive obligation
will be to pay Employee that pro-rata portion of her current semi-monthly Base Salary payment, as
adjusted for any increase thereto, which is earned but unpaid as of the Termination Date, any
earned but unpaid bonus and any accrued but unpaid PTO due to her through the Termination Date.




          (vi) Death. This Agreement shall terminate immediately and without any action on the
part of the Company if Employee dies. In such an event, Employee’s estate shall receive from the
Company, in a single lump sum, an amount equal to (i) that pro-rata portion of her current
semi-monthly Base Salary payment, as adjusted for any increase thereto, which is earned but unpaid
as of the date of Employee’s death unless earlier terminated due to disability as set forth in
subsection 3(B)(v) above and (ii) any bonus compensation earned by Employee but unpaid prior to
Employee’s death, plus other death benefits, if any, generally applicable to the Company’s
employees.







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       (C) The following rules shall apply with respect to the distribution of payments and benefits,
if any, to be provided to Employee under Section 3(B) of this Agreement, as applicable:



          (i) Notwithstanding anything to the contrary contained herein, no payments shall be made to
Employee upon Employee’s termination of employment from the Company under this Agreement unless
such termination of employment is a “separation from service” within the meaning of Section 409A of
the Code. For purposes of determining the timing of payments under this Section 3 only,
“Termination Date” shall be deemed to mean the date on which Employee experiences a “separation
from service” within the meaning of Section 409A of the Code.




          (ii) It is intended that each installment of the payments and benefits provided under this
Section 3(B)(ii)(b), if any, shall be treated as a separate “payment” for purposes of Section 409A
of the Code.




          (iii) Notwithstanding anything herein to the contrary, in the event that Employee is deemed to
be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to
Employee hereunder that are subject to the provisions of Section 409A of the Code shall not be made
prior to the six-month anniversary of Employee’s Termination Date. Thereafter, any payment that
would otherwise have been made during the six-month period beginning on Employee’s Termination Date
will be paid, together with interest at an annual rate (compounded monthly) equal to the federal
short-term rate (as in effect under Section 1274(d) of the Code on the termination date), to
Employee immediately following such six-month anniversary and no later than thirty (30) days
following such anniversary.




     4. Release. Employee agrees that payment by the Company of the amounts set out above
(in the event of a termination by the Company Without Cause, termination by Employee for Good
Reason or due to a Change in Control) is contingent upon Employee executing a mutual release,
acceptable to the Company and Employee which shall recite that such payment is 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 or which the Company may have against
Employee, their respective affiliates and any of their respective directors, officers, employees,
shareholders, representatives, successors and assigns arising out of Employee’s hiring, her
employment and the termination of her employment or this Agreement.



     5. 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.



     6. Survival Of Certain Provisions. Any provisions hereof that, by their nature, would
survive the termination hereof shall not be discharged or dissolved upon, but shall survive the
termination of the employment of Employee with the Company.



     7. 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



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(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 her by the Company under this Agreement or the full
and complete performance by her of all her duties and obligations hereunder; and (b) the execution
of this Agreement by her and the employment of her 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 her 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 her thereunder.




     8. Indemnity. Employee acknowledges that the Company has relied upon the
representations contained in Section 7 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 7 hereof.



     9. Notices. All notices and other communications under this Agreement shall be in
writing and shall be deemed given upon receipt if delivered personally, or when sent if mailed by
registered or certified mail (return receipt requested) to the Parties at the following addresses
(or at such other address for a party as shall be specified by like notice):



	 	 	 	 
	 	If to the Company
	 	Campus Crest Communities, Inc.
	 	 	 	2100 Rexford Road, Suite 414
	 	 	 	Charlotte, NC 28211
	 	 	 	Attention: Donald L. Bobbitt, Jr.
	 	 	 	 
	 	With copy to
	 	Dawn H. Sharff, Esq.
	 	 	 	Bradley Arant Boult Cummings LLP
	 	 	 	One Federal Place
	 	 	 	1819 Fifth Avenue North
	 	 	 	Birmingham, AL 35203
	 	 	 	 
	 	If to Employee
	 	Shannon N. King
	 	 	 	339 Union Street South
	 	 	 	Concord, NC 28025






     10. 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



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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.




     11. 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.



     12. 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.



     13. 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.



     14. 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



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partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power, or privilege.




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



     16. 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.



     17. 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.



     18. 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.



     19. 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.



     20. 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.



     21. 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.



     22. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors and assigns, including, without limitation, any entity
which may acquire all or substantially all of the Company’s assets and business or into which the
Company may be consolidated or merged, and Employee, her heirs, executors, administrators and legal
representatives. Employee may not assign any of her obligations under this Agreement.



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     23. 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.



     24. Compliance with Section 409A of the Code. This Agreement is intended to comply
with, or otherwise be exempt from Section 409A of the Code, and any regulations and Treasury
guidance promulgated thereunder and all ambiguities shall be interpreted in a manner consistent
with such intent.



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



	 	 	 	 	 	 	 

	 	 	CAMPUS CREST COMMUNITIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:	 	 
	 
	 	 	 	 	 	 
	 	 	   	 	 
	 

	 	 	 	SHANNON N. KING	 	 






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Exhibit A — Employment Agreement with Shannon N. King 



Compensation and Benefits




     (A) Employee’s employment with the Company shall become effective on __________, 2010.



     (B) Employee shall receive a base salary of $200,000 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 and the
Board of the Company and may be adjusted in its sole discretion. The Base Salary shall be
paid during the period of employment, by direct deposit according to the Company’s current standard
pay practice of 26 pay periods per year (semi-monthly) or in accordance with the Company’s relevant
policies and practices in effect from time to time, including normal payroll practices, and shall
be subject to all applicable employment and withholding taxes.



     (C) In addition to the Base Salary, Employee is eligible to participate in the Company’s
Incentive Compensation Plan (the “Plan”) with a target potential bonus equal to fifty
percent (50%) of her Base Salary, with the potential to achieve one hundred percent (100%) of Base
Salary if stretch performance targets are achieved. This plan shall be approved annually by the
Compensation Committee and approved by the Board of the Company. Employee’s eligibility for or
entitlement to any payments under the Plan shall be subject to the terms of the Plan.



     (D) In accordance with its terms, Employee is eligible to participate in the Company’s Equity
Incentive Compensation Plan (the “EICP”). The Employee will be issued 15,000 vested shares
of restricted common stock of the Company in satisfaction of Employee’s vested interest in awards
under the terminated deferred compensation plan (the “DCP”) of Campus Crest Group, LLC,
which shares will be issued one year after the date of termination of the DCP. In addition, the
Employee will receive a grant of 7,500 shares of restricted common stock of the Company on the
Effective Date and a grant of 7,500 shares of restricted common stock of the Company on January 1,
2012, which grants of shares will vest ratably on each of the first, second and third anniversaries
of the date of grant. Employee’s rights and entitlements with respect to any such benefits shall
be subject to the provisions of the EICP, which Employee acknowledges.



     (E) Employee shall receive a car allowance of $1,000 per month.



     (F) 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, vacation, auto, and other related benefits. These currently include health,
dental and life insurance, and 401K. Employee is eligible to accrue compensated business days of
PTO each year, initially accruing at the rate of one and 83/1000ths (1.083) days per month of
service, beginning with the completion of Employee’s first month of service. After the completion
of Employee’s first year of employment, for each additional year employed thereafter, Employee
shall accrue one additional day of PTO. By way of example only,



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Employee
shall accrue PTO at a rate of one and 167/1000ths (1.167) days per month beginning
the first day of her second year of employment. PTO is accrued on a calendar year basis with a
total maximum accrual of twenty-one (21) days per year. Up to five (5) days of unused PTO may be
carried over from one year to the following year, but carried-over PTO must be used within the year
following its accrual. Upon Employee’s termination from the Company, current year accrued but
unused PTO will be considered for payment to Employee, but carried-over PTO will not be paid to
Employee. PTO generally may not be used in advance of its accrual, but any unaccrued but used PTO
will be considered an advance and will be deducted from Employee’s final paycheck upon termination.
Employee is also eligible for eight (8) paid holidays per year as designated by the Company.
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. 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.




     (G) Employee hereby acknowledges and agrees that, except as set forth in this Exhibit, she
shall not be entitled to receive any other compensation, payments or benefits in connection with
her employment under this Agreement.




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