UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 14, 2008
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
(Exact name of Registrant as specified in its charter)
MARYLAND 001-33177 22-1897375
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
3499 Route 9N, Suite 3C, Freehold, NJ 07728
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 577-9996
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 142-12 under the Exchange Act (17 CFR 240.14a-12
[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Material Definitive Agreement
On April 14, 2008, the Company executed a Third Amendment to the Employment Agreement with the Eugene W. Landy, President (the third amendment). The third amendment provides for a lump sum payment of $2.5 million to Mr. Landy, provided the sale price of the Company is at least $10 per share of common stock, in the event of a change in control of the Company as defined in the third amendment.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99
Third Amendment to Employment Agreement, dated April 14, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
/s/ Anna T. Chew
ANNA T. CHEW
Chief Financial Officer
Date April 16, 2008
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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This Third Amendment to Employment Agreement (“the Amendment”) is effective April 1, 2008 by and between MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation (the “Company”), and EUGENE W. LANDY, an individual (the “Employee”).
WITNESSETH:
WHEREAS, in accordance with the recommendations of the Compensation Committee of the Company at its meeting on March 27, 2008, it was determined to amend the current compensation agreement of the Employee.
NOW, THEREFORE, the following amendment is hereby added to the Employment Agreement dated December 9, 1994, and the Amendment to the Employment Agreement dated June 26, 1997, and the Second Amendment to Employment Agreement dated November 5, 2003, by and between the Company and the Employee.
1.
In the event of a Change of Control of the Company, the Employee shall receive a lump sum payment of $2.5 million, provided that the sale price of the Company is at least $10 per share of common stock. A “Change of Control” shall be defined as the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the Company. This Change of Control provision shall not apply to any combination between the Company and UMH Properties, Inc. Payment shall be made simultaneously with the closing of the transaction, and only in the event that the transaction closes.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Employee on April 14, 2008.
ATTEST:
MONMOUTH REAL ESTATE INVESTMENT CORPORATION
/ s/ Elizabeth Chiarella
/s/ Cynthia J. Morgenstern
Elizabeth Chiarella, Secretary
By: Cynthia J. Morgenstern, Executive VP
/s/ Maureen Vecere
/s/ Eugene W. Landy
Witness
Eugene W. Landy, Employee