MONMOUTH
REAL ESTATE INVESTMENT CORPORATION


 


Amended
and Restated


Employment
Agreement of Kevin Miller Chief Financial Officer


AGREEMENT
EFFECTIVE JANUARY 1, 2019


 


	By
    and between:	MONMOUTH
    REAL ESTATE INVESTMENT CORPORATION,
	 	A
    Maryland Corporation (“Corporation”)
	 	 
	And:	Kevin
    Miller (“Employee”)


 


Corporation
desires to employ Employee to the business of the Corporation and Employee desires to be so employed. The parties hereby amend
and restate the Employment Agreement of Kevin Miller, which Employment Agreement was effective January 1, 2019, and agree as follows:


 


	 	1.	Term
    of Employment.


 


	 	a.	Corporation
    agrees to employ Employee and Employee agrees to be employed in the capacity of Chief Financial Officer for a term of three
    (3) years effective January 1, 2019 and terminating December 31, 2021. 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, if Employee resigns
    for Good Reason (as defined herein) or is terminated without Cause (as defined herein) following the Change of Control, Employee
    shall be entitled to receive compensation 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 Employee for Good Reason (as defined herein) or by the Corporation without Cause
    (as defined herein), including the death or Disability (as defined herein) of the Employee, 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 his time and attention and use his best efforts in the discharge of his duties
    as Chief Financial Officer of the Corporation.
	 	 	 
	 	3.	Board
    of Directors.
	 	 	 
	 	Employee
    should at all times discharge his 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 his 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, 2019 and ending on December 31, 2019, the base salary shall be $520,000.00 annually;
	 	 	 
	 	b.	For
    the year beginning January 1, 2020 and ending on December 31, 2020, the base salary shall be $546,000.00 annually;
	 	 	 
	 	c.	For
    the year beginning January 1, 2021 and ending on December 31, 2021, the base salary shall be $573,300.00 annually;


 






    	 



    	 



    

 


	 	The
    Employee shall be entitled to purchase and/or maintain a disability insurance policy providing up to 60% of his 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 measured from the appropriate fiscal year-end audited financial statements as approved by management.
	 	 	 
	 	A.	Annual
    Equity Market Cap Growth:


 


	 	1)	 10% growth - $20,000; 2) 15% growth - $30,000; 3) 20% growth - $40,000


 


	 	Growth
    must be over the benchmark amount which is based upon the closing share price on the last day of the fiscal year, multiplied
    by the diluted shares outstanding on that same day verses the closing share price on the last day of the previous fiscal year
    multiplied by the diluted shares outstanding on that same day.


 


	 	B.	AFFO
    per Diluted Share Growth: to be paid each year over the 3 year term provided the following growth rates are achieved:


 


	 	1)	
    5% growth - $25,000; 2) 10% growth - $37,500; 3) 15% growth - $50,000; 4) 20% growth - $75,000


 


	 	Growth
    must be over the benchmark amount which is the AFFO per diluted share generated by the Company during the current fiscal year
    versus the prior fiscal year. Additionally, Core FFO must be equal to, or in excess of, the common dividend for AFFO growth
    bonuses to be paid.


 


	 	C.	Dividend
    per Share Growth: to be paid each year over the 3 year term provided the following growth rates are achieved: 1) 5% growth
    - $75,000; 2) 10% growth - $100,000; 3) 15% growth - $125,000.


 


	 	Growth
    must be over the benchmark amount which is the per share dividend rate paid by the Company during the current fiscal year
    versus the prior fiscal year.


 


	 	D.	Restricted
    Stock.


 


	 	The
    restricted stock grants shall be made following fiscal year end, after the compensation committee has had a reasonable amount
    of time to review the audited fiscal year end financials.


 


Restricted
Stock Grant potential of 12,500 shares per year


 


	Criteria	 	Amount
    of shares	 	Evaluation
    metric	 	Approved
    by BOD
	Achievement
    of any of the individual goals (above) Discretion of Compensation Committee w/BOD Approval	 	50%
    = 6,250 shares	 	Discretion
    of Compensation Committee w/BOD Approval	 	 
	 	 	50%
    = 6,250 shares	 	Based
                                                         on overall performance of the Company (AFFO per share growth, acquisitions, total return performance and any item the
                                                         compensation committee deems relevant)
	 	 


 




    	 



    	 



    

 


Subject
to the exceptions associated a “Change of Control”, Employee must be employed on each of the above dates in order
for the Stock Grant associated with that date to vest as set forth herein.


 


In
addition, bonuses may 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 Stock Option Committee.


 


	 	6.	Expenses.


 


Corporation
will reimburse Employee for reasonable and necessary expenses incurred by him in carrying out his 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 his option, may participate in the 401-k plan of the Corporation, according to its terms.


 


	 	9.	Life
    and Health Insurance Benefits.


 


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.


 


	 	10.	Termination


 


This
Employment Agreement may be terminated by the Corporation at any time by reason of the death or Disability (as defined herein)
of Employee or for cause (“Cause”) pursuant to this paragraph 10, or for any reason other than discrimination or retaliation.
The Agreement may be terminated by the Employee at any time for good reason (“Good Reason”) pursuant to this paragraph
10. 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 his 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 his duties under this Employment Agreement as an employee, and as
a result of which he shall have been absent from his 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.


 


Good
Reason shall mean the occurrence of any of the following, without Employee’s prior consent: (1) a material diminution in
Employee’s responsibilities, duties or authority; (2) a material reduction in the Employee’s base salary; (3) Employee
being required to work substantially at a location outside a fifty (50) mile radius from the Corporation’s current location;
or (4) Corporation’s breach of this Agreement or any other material agreement between Corporation and Employee, provided,
however, that none of the foregoing events or conditions will constitute Good Reason unless: (x) Employee provides Corporation
with written objection to the event or condition within 90 days following the occurrence thereof, (y) the Corporation does not
reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and (z) Employee resigns
his employment within 30 days following the expiration of that cure period.


 


	 	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
his 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:	Kevin Miller
	 	 	(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.


 


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


 


	(SEAL)	MONMOUTH REAL ESTATE INVESTMENT CORPORATION
	 	 	 
	 	By:	/s/
    Brian H. Haimm
	 	 	BRIAN
    H. HAIMM
	 	 	Chairperson,
    Compensation Committee
	 	 	 
	 	By:	/s/
    Kevin Miller
	 	 	KEVIN
    MILLER
	 	 	Employee
	 	 	 
	 	 	Dated:
    August 19, 2019