Exhibit 10.2




 


ROBERT DANN


SEPARATION
AGREEMENT


 


This Agreement (the “Agreement”)
will confirm the arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the “Company”
or “we” or “us”) as a result of the Company’s decision not to renew your employment agreement when
it expires on December 31, 2014. It constitutes our entire understanding regarding the terms of your separation.


 


		1.	Separation
                                         of Employment. You will be deemed to have voluntarily resigned your employment with
                                         the Company without good reason, and your last day of employment with the Company will
                                         be October 1, 2014 (your “Separation Date”). As of your Separation Date,
                                         you will be relieved of all further duties and responsibilities and are no longer authorized
                                         to transact business or incur any expenses, obligations, or liabilities on behalf of
                                         the Company. However, for the remainder of 2014 and throughout 2015, you agree to be
                                         available to respond to future inquiries or reasonable requests for assistance from us
                                         related to matters arising during your employment with the Company.



 


		2.	Post-Separation Benefits. In exchange
                                         for your executing this Agreement and abiding by its terms, the Company will provide
                                         you with: (1) base salary at your current annual base salary of $360,000.00 as salary
                                         continuation, to be paid on the Company’s regular paydays for the payment of base
                                         salary to executives, less payroll deductions, from October 2, 2014 through October 2,
                                         2015; (2) a lump sum intended to equal the amount of the Company-paid portion of your
                                         annual medical, dental, and vision base coverage for 12 months, grossed up to account
                                         for tax deductions, in the amount of $20,404.40, less payroll deductions payable in November
                                         2014; and (3) an amendment to your outstanding restricted stock awards other than your
                                         restricted stock award dated April 22, 2013 that provides that the vesting of such awards
                                         will be accelerated to become fully vested on the Separation Date.



 


The Company shall have
the right to offset against any sums payable to you under this Agreement that are exempt from section 409A of the Internal Revenue
Code of 1986, as amended, any amounts you owe the Company as a result of expense account indebtedness, failure to return Company
property, or other advances or debts due.


 


You
acknowledge that the payments and benefit described above and all other benefits and consideration contained herein are given
to you in exchange for your executing this Agreement and abiding by its terms. You further acknowledge that the payment described
above is not required by your Employment Agreement or the Company’s policies and procedures and constitutes value to which
you are not already entitled.


 


Regardless
of whether you sign this Agreement, you will receive your regular base salary through your Separation Date and payment for unused
vacation accrued through your Separation Date in accordance with normal Company policies for payment upon termination of employment.


 






    	 



    	 



    

 


You
will not be eligible to accrue vacation, participate in any retirement or savings plan, or receive any other employment benefits
after your Separation Date. No further amounts shall be due or owed to you from the Company for or in any way relating to or connected
with your employment with us, except as set forth above.


 


		3.	Release of Claims. Except for
                                         any claims you may have for workers’ compensation benefits, unemployment compensation
                                         benefits, vested pension or retirement benefits, or nonforfeitable health care, disability,
                                         or other similar welfare benefits (which are not released by this Agreement) and in further
                                         consideration of the benefits we have agreed to provide you, you do hereby release and
                                         forever discharge the Company and its affiliates, subsidiaries, parent companies, predecessors,
                                         successors, and assigns, and all of their present and former officers, directors, benefit
                                         plans and programs, agents, representatives, shareholders, attorneys, trustees, and employees
                                         (hereinafter collectively referred to as the “Releasees”) from any and all
                                         claims, actions, causes of action, suits, entitlements, liabilities, agreements, damages,
                                         losses, or expenses (including attorney’s fees and costs actually incurred) of
                                         any nature whatsoever, whether known or unknown (hereinafter “Claim” or “Claims”),
                                         that you have, may have had, or may later claim to have had against any of them for personal
                                         injuries, losses or damage to personal property, breach of contract (express or implied),
                                         breach of any covenant of good faith (express or implied), or any other losses or expenses
                                         of any kind (whether arising in tort or contract or by statute) resulting from anything
                                         that has occurred prior to the date you execute this Agreement. This release includes,
                                         but is not limited to, any Claims for back pay, liquidated damages, compensatory damages,
                                         or any other losses or other damages to you or your property resulting from any claimed
                                         violation of local, state, or federal law, including, for example (but not limited to),
                                         claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
                                         et seq. (prohibiting discrimination on account of race, color, religion,
                                         sex, or national origin); 42 U.S.C. § 1981; the Age Discrimination in Employment
                                         Act (the “ADEA”), 29 U.S.C. § 621 et seq. (prohibiting
                                         discrimination on account of age); the Americans with Disabilities Act of 1990, 42 U.S.C.
                                         § 12101 et seq. (prohibiting discrimination on account of disabilities);
                                         the Uniformed Services Employment and Reemployment Rights Act of 1994, 38 U.S.C. § 4301
                                         et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C.
                                         § 1001 et seq.; the Worker Adjustment and Retraining Notification
                                         Act, 29 U.S.C. § 2101 et seq.; Title II of the Genetic Information
                                         Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.;
                                         the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. § 143-422.1
                                         et seq.; the North Carolina Persons With Disabilities Protection Act, N.C.
                                         Gen. Stat. § 168A-1 et seq.; the Occupational Safety and Health Act
                                         of North Carolina, N.C. Gen. Stat. § 95-151; the North Carolina Wage and Hour Act,
                                         N.C. Gen. Stat. § 95-25.1 et seq.; any other Claims under federal,
                                         state, or local statutory or common law; or any claim under any Employment Agreement
                                         between you and the Company. The foregoing release of Claims expressly includes a waiver
                                         of any right to recovery for the Claims released herein in any and all private causes
                                         of action and/or charges and/or in any and all complaints filed with, or by, any governmental
                                         agency and/or other person or tribunal. This Agreement does not, however, waive rights
                                         or claims that may arise after the date you sign it below.



 






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You expressly acknowledge
that this Agreement is intended to include in its effect, without limitation, all Claims which you do not know or suspect to exist
in your favor at the time you sign this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or
Claims. Thus, in order to effectuate a full and complete release and discharge of the Released Parties, you expressly waive and
relinquish all rights and benefits which you may have under any state or federal statute or common law principle that would otherwise
limit the effect of this Agreement to Claims known or suspected prior to the date you sign this Agreement, and do so understanding
and acknowledging the significance and consequences of such specific waiver.


 


		4.	Affirmations. You affirm that
                                         you have not filed, caused to be filed, or are not presently a party to any claim, complaint,
                                         or action against the Company in any forum or form. You furthermore affirm that you have
                                         no known workplace injuries or occupational diseases and have been provided and/or have
                                         not been denied any leave requested under the Family and Medical Leave Act. You further
                                         affirm that you are not aware of any wrongful, tortious, or criminal action committed
                                         by the Company or its agents.



 


		5.	Covenant
                                         Not to Sue. You agree that, except to the extent such right may not be waived by
                                         law, you will not commence any legal action or lawsuit or otherwise assert any legal
                                         claim seeking relief for any Claim released or waived under the Release of Claims provision
                                         above. This “covenant not to sue” does not, however, prevent or prohibit
                                         you from seeking a judicial determination of the validity of your Release of Claims under
                                         the Age Discrimination in Employment Act (“ADEA”). In addition, this “covenant
                                         not to sue” does not prevent or prohibit you from filing any administrative complaint
                                         or charge against the Releasees (or any of them) with any federal, state, or local agency,
                                         including, for instance, the U.S. Equal Employment Opportunity Commission or the U.S.
                                         Department of Labor, but you understand that by signing this Agreement, you will have
                                         no right to recover monetary damages or obtain individual relief of any kind in such
                                         proceeding with respect to Claims released or waived by this Agreement.



 


		6.	Non-Admission.
                                         This Agreement shall not in any way be construed as an admission by the Company that
                                         it has acted wrongfully with respect to you or any other person, or that you have any
                                         rights whatsoever against the Company.



 


		7.	Return of
                                         Property. You represent that you have returned or agree that you will return to the
                                         Company on or before the Effective Date of this Agreement any and all Company property
                                         in your possession or control, including, but not limited to, the Company car currently
                                         in your possession, a 2014 Maserati Ghibli, VIN No. ZAH57X5A6E1108510, all keys, credit
                                         cards, computers, cellular telephones, and other personal items or equipment provided
                                         to you by the Company for use during your employment, together with all written or recorded
                                         materials, documents, computer discs, plans, records, notes, files, drawings, or papers,
                                         and any copies thereof, relating to the affairs of the Company, including all notes or
                                         records relating to clients of the Company. Any severance benefits payable under this
                                         Agreement will not be paid until after you have returned all Company property in your
                                         possession.



 






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		8.	Confidentiality.
                                         You agree that you will keep the terms, amount, and fact of this Agreement completely
                                         confidential, and that, except as required by law, as necessary for the enforcement of
                                         this Agreement, or as authorized in writing by the Company, you will not hereafter disclose
                                         any information concerning this Agreement to anyone other than your immediate family
                                         and professional representatives who will be informed by you of, and must agree to be
                                         bound by, this confidentiality clause before you disclose any information about this
                                         Agreement to them.



 


		9.	The parties agree that the Confidentiality
                                         and Noncompetition Agreement that you entered into effective on or about March 29, 2011
                                         remains in effect and is incorporated herein by reference with the following modifications:



 


		·	Section
                                         1(d) is deleted.



 


		·	The
                                         following language is added to Section 1:



 


(d)“Competitive
Business” shall mean the development, construction, acquisition, sale, marketing or management of facilities whose primary
function and purpose is student housing and/or the provision of third party student housing services to providers of student housing.


 


and


 


(j)“Services”
shall mean (a) providing managerial, operational or executive-level oversight, (b) providing strategic guidance, (c) providing
any additional services of the type that Executive performed for Company. You acknowledge and agree that these are the services
that you performed for the Company.


 


		·	Section
                                         4 is amended to read as follows:



 


You covenant and agree that
during the Restricted Period, in any State of the United States of America in which the Company conducts business, has purchased
or is under contract to purchase real estate to conduct business, or has identified specific sites as potential future development
opportunities, you shall not, directly or indirectly whether individually or as a principal, partner, officer, director, consultant
contractor, employee, stockholder or manager of any person, partnership, corporation limited liability company or any other entity
provide Services for a Competitive Business.


 






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		·	The
                                         following language is added as the last sentence of Section 5:



 


This provision
(ii) applies to those persons, concerns, or entities that were actual or potential customers or suppliers of the Company during
the time period of Executive’s employment with the Company and with which Executive or those he supervised had contact on
behalf of the Company.


 


Except as otherwise provided
in this Agreement, the Employment Agreement that you and the Company entered into effective on or about March 29, 2011, which
was amended effective January 1, 2013 is hereby superseded and shall be null and void, effective immediately.


 


		10.	Non-Disparagement. You agree
                                         not to make any oral or written statement or take any other action that disparages or
                                         criticizes the Company or its management or practices, that damages the Company’s
                                         good reputation, or that impairs its normal operations. You understand that this nondisparagement
                                         provision does not apply on occasions when you are subpoenaed or ordered by a court or
                                         other governmental authority to testify or give evidence and must, of course, respond
                                         truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or
                                         testimony in the context of enforcing the terms of this Agreement or other rights, powers,
                                         privileges, or claims not released by this Agreement. You also understand that the foregoing
                                         nondisparagement provision does not apply on occasions when you provide truthful information
                                         in good faith to any federal, state, or local governmental body, agency, or official
                                         investigating an alleged violation of any antidiscrimination or other employment-related
                                         law or otherwise gathering information or evidence pursuant to any official investigation,
                                         hearing, trial, or proceeding. Nothing in this nondisparagement provision is intended
                                         in any way to intimidate, coerce, deter, persuade, or compensate you with respect to
                                         providing, withholding, or restricting any communication whatsoever to the extent prohibited
                                         under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision
                                         of state or federal law.



 


		11.	Expenses. You agree that you
                                         have been reimbursed by the Company for all reasonable and necessary out-of-pocket travel
                                         and other business expenses incurred by you in accordance with the Company’s policies.



 


		12.	Consequences
                                         of Breach. You agree that you will indemnify and hold the Releasees harmless from
                                         any loss, cost, damage, or expense (including attorneys’ fees) incurred by them
                                         arising out of your breach of any portion of this Agreement. You also understand that
                                         your entitlement to and retention of the benefits we have agreed to provide you herein
                                         are expressly conditioned upon your fulfillment of your promises herein, and you agree,
                                         to the extent permitted or required by law, immediately to return or repay the amounts
                                         you have received from us pursuant to this Agreement in excess of $100.00 upon your breach
                                         of any provision of this Agreement. For the purposes of this paragraph, a subsequent
                                         legal challenge to the validity of your release of claims under the ADEA in this Agreement
                                         will not be considered a breach of this Agreement. However, the severance benefits paid
                                         to you under this Agreement may serve as restitution, recoupment, and/or setoff in the
                                         event you prevail on the merits of such claim.



 






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		13.	Choice of Law and Entire Agreement.
                                         This Agreement shall be governed by the laws of the State of North Carolina, without
                                         regard to conflict of laws principles. This Agreement represents the entire understanding
                                         between you and the Company and supersedes any prior agreement or plan regarding its
                                         contents. Any alteration or modification of this Agreement shall not be valid unless
                                         in writing and signed by all parties.



 


		14.	Arbitration.
                                         Any and all disputes relating to your employment with the Company, the termination of
                                         that employment, and the parties’ compliance with or alleged breach of this Agreement
                                         are subject to arbitration by both you and the Company in accordance with the arbitration
                                         provisions set forth in Paragraphs 12 and 17 of the Employment Agreement between you
                                         and the Company entered into on March 21, 2011, which paragraphs are hereby incorporated
                                         by reference.



 


		15.	Severability.
                                         The provisions of this Agreement are severable, and if any term of this Agreement is
                                         held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the
                                         remaining terms shall remain in full force and effect.



 


		16.	Consideration Period. Because
                                         the arrangements discussed in this Agreement affect important rights and obligations,
                                         we advise you to consult with an attorney before you agree to the terms set forth herein.
                                         You have twenty-one (21) days from the date you receive this Agreement within which to
                                         consider it, and you may take as much of that time as you wish before signing. If you
                                         decide to accept the benefits offered herein, you must sign this Agreement on or before
                                         the expiration of the twenty-one (21)-day period and return it promptly to Brandon Parise
                                         at the Company at brandon.parise@campuscrest.com, whose address is Campus Crest Real
                                         Estate Management, 2100 Rexford Road, #414, Charlotte, NC 28211. If you do not wish to
                                         accept the terms of this Agreement, you do not have to do anything.



 


		17.	Revocation Rights. For a period
                                         of up to and including seven (7) days after the date you sign this Agreement, you may
                                         revoke it entirely. No rights or obligations contained in this Agreement shall become
                                         enforceable before the end of the seven-day revocation period. If you decide to revoke
                                         the Agreement, you must deliver to Mr. Parise at the contact address described in Paragraph
                                         16 above a signed notice of revocation on or before the last day of this seven-day period.
                                         Upon delivery of a notice of revocation to the Company, this Agreement shall be canceled
                                         and void, and neither you nor the Company shall have any rights or obligations arising
                                         under it.



 


		18.	Effective Date. This Agreement
                                         shall become effective (the “Effective Date”) eight (8) days after the date
                                         you execute it below and have returned all Company property in your possession, unless
                                         it is earlier revoked by you pursuant to the provisions set forth in the “Revocation
                                         Rights” section of this Agreement.



 


		19.	Successors and Assigns. This
                                         Agreement shall be binding upon and inure to the benefit of the Company and its respective
                                         successors and assigns, and upon you and any of your heirs, personal representatives
                                         and assigns, except that my duties hereunder may not be delegated.



 






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		20.	Interpretation. The language
                                         used in this Amended 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 Amended Agreement.
                                         The language used in this Amended 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.	Section 409A. This Agreement
                                         is intended comply with the requirements of Code Section 409A of the Internal Revenue
                                         Code of 1986, as amended, and the Department of Treasury guidance thereunder (“Section
                                         409A”). This Agreement shall be interpreted and administered to maximize the exemptions
                                         from Section 409A for the compensation payable pursuant to this Agreement and, to the
                                         extent the Agreement provides for compensation that is subject to Section 409A, to comply
                                         with Section 409A and to avoid the imposition of tax, interest and/or penalties upon
                                         you under Section 409A. The Company does not, however, assume any economic burdens associated
                                         with Section 409A. In particular, the Company will not be liable to you for any tax,
                                         interest, or penalties you may owe as a result of this Agreement. Your right to a series
                                         of installment payments under clause (1) of Section 2 shall be treated as a right to
                                         a series of separate payments for purposes of Section 409A. Each such payment that is
                                         made within 2-1⁄2 months following the end of the year that contains the Effective
                                         Date is intended to be exempt from Section 409A as a short-term deferral within the meaning
                                         of the final regulations under Section 409A. Each such payment that is made later than
                                         2-1⁄2 months following the end of the year that contains the Effective Date is intended
                                         to be exempt from Section 409A under the two-times exception of Treasury Reg. §
                                         1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on
                                         the availability of the Two-Times Exception specified in the regulation. Each payment
                                         that is made after the Two-Times Exception ceases to be available shall be subject to
                                         the six-month delay, as necessary, as specified below. To the extent necessary to comply
                                         with Section 409A, in no event shall you, directly or indirectly, designate the taxable
                                         year of any payment under this Agreement. In particular, with respect to any payment
                                         that is conditioned upon your executing and not revoking the release of claims as specified
                                         herein, if the designated payment period for such payment begins in one taxable year
                                         and ends in the next taxable year, the payment will be made in the later taxable year.
                                         To the extent necessary to comply with Section 409A, references in this Agreement to
                                         “termination of employment” or “terminates employment” (and similar
                                         references) shall have the same meaning as “separation from service” within
                                         the meaning of Section 409A (a “Separation from Service”), and no payment
                                         subject to Section 409A that is payable upon a termination of employment shall be paid
                                         unless and until (and not later than applicable in compliance with Section 409A) you
                                         incur a Separation from Service. In addition, if you are a “specified employee”
                                         within the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service,
                                         any payment subject to Section 409A that would otherwise have been payable on account
                                         of, and within the first six months following, your Separation from Service will become
                                         payable on the first business day after six months following the Separation Date or,
                                         if earlier, the date of your death.



 






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		22.	Acknowledgments. If the terms
                                         of this Agreement correctly set forth our agreement, please so indicate by signing in
                                         the appropriate space below. Your signature will be an acknowledgment that no other promise
                                         or agreement of any kind has been made to you by the Company to cause you to execute
                                         this Agreement, that you had twenty-one (21) days to review this Agreement and to consult
                                         with an attorney or other person of your choosing about its terms before signing it,
                                         that the only consideration for your signature is as indicated above, that you fully
                                         understand and accept this Agreement, that you are not coerced into signing it, and that
                                         you signed it knowingly and voluntarily because it is satisfactory to you.



 


	CAMPUS CREST COMMUNITIES, INC.	 
	 	 	 
	By:	/s/ Ted Rollins	 
	 	Ted Rollins	 
	 	Chief Executive Officer	 


 


I have carefully read the above
Confidential Separation Agreement and General Release, understand the meaning and intent thereof, and voluntarily agree to its
terms this 1st day of October, 2014.


 


	/s/ Robert Dann	 
	Robert Dann	 


 






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