EXHIBIT 10.2


 


	AMREP CORPORATION
	Executive Incentive Compensation Program
	For the Twelve Months ended April 30, 2014


  


	Executive:	Michael Duloc	Group:	MEDIA SERVICES 
	 	 	Position:	President and Chief Executive Officer
	 	 	 	 
	Annual Salary:	$382,500	 	 


 


	 	 	Minimum	 	 	Goal	 
	 	 	 	 	 	 	 
	Operating Income	 	$	5,182,000	 	 	$	7,601,000	 
	Related Incentive Amount	 	$	0	 	 	$	57,375	 
	 	 	 	 	 	 	 	 	 
	Net Revenue	 	$	80,081,000	 	 	$	84,295,000	 
	Related Incentive Amount	 	$	0	 	 	$	19,125	 



 


		1.	Incentive Calculation.
Incentives attributable to the Operating Income and Net Revenue Goals will be determined as follows: If the Goal achievement
is less than Minimum, the Incentive amount will be zero. If the Goal achievement is between Minimum and Goal, the Incentive amount
will be determined by interpolation. If the Operating Income or Net Revenue achievement is over Goal, the Incentive amount for
any Goal that is exceeded will be the Incentive amount at Goal, plus an amount equal to the Goal amount multiplied by three (3)
times the percentage achievement over one-hundred percent (100%). If Minimum on either Goal is not attained then the over-Goal
multiplier, if applicable, will be one (1) instead of three (3) for the other Goal.



 


		2.	Accounting. Operating Income is the Group’s full-year "Earnings Before Interest
and Taxes (EBIT)" determined by generally accepted accounting principles and the company's accounting policies, excluding
pension expense, amortization of customer contracts, currency translation gains and losses (FX variance), and both capitalization
and amortization of software development costs. Since generally accepted accounting principles require the accrual of all expenses
applicable to the accounting period in question, all of the Executive's Incentives will be deductions from Operating Income.



 


		3.	Acquisitions. Notwithstanding the "Accounting" paragraph, acquisitions closed
during this fiscal year and any cost of funds used to make the acquisitions will each be disregarded for Incentive calculation
purposes.



 


		4.	Effectiveness. This Plan is not effective until signed by the Executive, the Chief Financial
Officer and the Vice Chairman of AMREP Corporation. This Plan is not a contract of employment and does not guarantee continued
employment for any period. None of the Incentive amounts specified in this Plan are earned until April 30 of the year to which
the Plan applies. There will be no Incentives paid for partial-year results upon the voluntary or involuntary termination of the
Executive's employment before fiscal year-end for any reason.



 


		5.	Company Discretion. AMREP Corporation reserves the right at any time to revise this Plan
or the Incentive amount, if any, actually awarded to the Executive as a result of its determination, in its sole discretion, of
the Executive’s performance or that a significant change in circumstances or an unusual event has occurred that was not anticipated
when this Plan was signed. Any Incentive amounts payable shall be the sole responsibility of the Group employing the Executive.
This Plan will be administered by AMREP Corporation, whose decisions with respect to any aspect hereof, and whose determinations
hereunder, shall be conclusive and not subject to appeal.



  


	/s/ Michael Duloc	 	8/15/2013	 	/s/ Pete Pizza	 	8/15/2013	 	/s/ Theodore J Gaasche	 	8/15/2013
	Michael Duloc	 	Date	 	Pete Pizza	 	Date	 	Theodore J Gaasche	 	  Date
	President & Chief	 	 	 	Chief Financial Officer	 	 	 	Vice Chairman	 	 
	Executive Officer	 	 	 	AMREP Corporation	 	 	 	AMREP Corporation	 	 
	Media Services	 	 	 	 	 	 	 	 	 	 


 


CONFIDENTIAL