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)              July 13, 2010


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 Entry into a Material Definitive Agreement.


On July 13, 2010, Monmouth Real Estate Investment Corporation (the Company) executed the Fourth Amendment to the Employment Contract with Eugene W. Landy, the Company’s President and Chief Executive Officer. The existing amended employment agreement had originally expired on December 31, 2009 but was automatically renewed for a one-year term in accordance with the terms of the agreement.  The Fourth Amendment increases Mr. Landy’s base salary from $225,000 per year to $275,000 per year, extends the pension payments of $50,000 per year until 2013 to 2020, awards an Outstanding Leadership Achievement Award in the amount of $300,000 per year for three years and revises the employees’ bonus schedule as detailed in the Fourth Amendment.  The Company will accrue additional compensation expense of $464,000 related to the additional pension benefits of approximately $164,000 and $300,000 related to the bonus in the quarter ended June 30, 2010.


A copy of the Fourth Amendment has been filed as exhibit 99 to this 8-K.   


Item 9.01   Financial Statements and Exhibits.


(c)   Exhibits.


Exhibit 99 - Fourth Amendment to Employment Agreement – Eugene W. Landy, dated July 13, 2010





















Page 2








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/   Maureen Vecere

                                Maureen Vecere

                                Chief Financial and Accounting Officer

     

     


     Date        July 13, 2010




















Page 3



FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT


This Fourth Amendment to Employment Agreement (“the Amendment”) is effective July 1, 2010 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 July 1, 2010, 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, and the Third Amendment to Employment Agreement dated April 1, 2008, by and between the Company and the Employee.

1.

Employee’s base salary shall be increased to $275,000;

2.

Employee shall be entitled to receive a pension benefit of $50,000 per year through the calendar year ending December 31, 2020;

3.

Employee shall receive an Outstanding Leadership Achievement Award in the amount of $300,000 per year for three years;

4.

Employee’s bonus schedule shall be revised as follows:

a.

Market Cap: 1) 7.5% growth - $20,000; 2) 12.5% growth - $45,000; 3) 20.0% growth - $90,000

b.

FFO per Share: 1) 7.5% growth - $20,000; 2) 12.5% growth - $45,000; 3) 20.0% growth - $90,000

c.

Dividend per Share: 1) 5.0% growth - $30,000; 2) 10.0% growth - $60,000;  3) 15.0% growth - $120,000.





IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Employee on the date first above written.

MONMOUTH REAL ESTATE INVESTMENT CORPORATION




 

Dated:  July 13, 2010



   
 

/s/ Eugene W. Landy

 

Eugene W. Landy, Employee



 

/s/ Cynthia Morgenstern

 

Cynthia Morgenstern, Executive VP



ATTEST:


/s/ Elizabeth Chiarella

Elizabeth Chiarella, Secretary

 


WITNESS:


/s/ Louise Green

Louise Green