Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Samuel A. Landy Employment Agreement
On January 11, 2023, UMH Properties, Inc. (the "Company") entered into an
Amended and Restated Employment Agreement ("Landy Agreement") with Samuel A.
Landy, President and Chief Executive Officer, effective as of January 1, 2023.
The Landy Agreement has an initial term of three years and will be renewed
automatically thereafter for additional successive one (1) year terms commencing
on the third anniversary and each subsequent anniversary of the Effective Date
unless otherwise terminated pursuant to the terms of the Landy Agreement.
Pursuant to the terms of the Landy Agreement, Mr. Landy is entitled to receive
an annual base salary of $766,000. Mr. Landy's base salary will be reviewed at
least annually by the Compensation Committee of the Company's Board of Directors
(the "Compensation Committee") and may be increased (but not decreased) in its
discretion. Mr. Landy shall also be eligible to receive an annual cash bonus for
any calendar year under the Landy Agreement with a target value equal to one
hundred percent (100%) of Mr. Landy's base salary as in effect for the calendar
year. Such annual cash bonus shall be based on a combination of
corporate/financial metrics and individual performance goals to be established
by the Compensation Committee in consultation with Mr. Landy. For each year
during the term of the Landy Agreement, Mr. Landy will also be eligible to
participate in and receive a long term equity compensation award under the UMH
Properties, Inc. Amended and Restated 2013 Incentive Award Plan or any successor
stock or long term equity-based incentive plan adopted by the Company. Long term
equity awards may be provided to Mr. Landy in the form of stock options,
restricted stock units, performance-based restricted stock units, restricted
stock, long-term incentive plan units, profits interests, and/or other equity or
equity-based types of award, as determined by the Compensation Committee in
accordance with plan terms. Any such equity awards shall be subject to
performance-based and time-based vesting requirements as determined by the
Compensation Committee. Performance-based vesting requirements that the
Compensation Committee may elect to utilize for this purpose may include,
without limitation, criteria relating to one or more of the following:
normalized FFO per share growth, total shareholder return, same property
occupancy increase, NOI growth, sale increase, acquisitions, development of
sites (including through any joint ventures), capital raising and ESG. Awarded
equity compensation may also be based in part upon the performance-based
relative shareholder return of the Company as compared to the MSCI US REIT
Index. Equity award amounts shall be reviewed at least annually by the
Compensation Committee and may be increased (but not decreased) in its
discretion. Under the Landy Agreement, if Mr. Landy's employment is terminated
(A) by the Company other than for cause (as defined in the Landy Agreement), (B)
by Mr. Landy for good reason (as defined in the Landy Agreement), (C) due to
non-renewal of the Landy Agreement by the Company at the end of the applicable
term, or (D) due to Mr. Landy's death or disability, then Mr. Landy, in addition
to receiving any accrued but unpaid compensation and any nonforfeitable benefits
to which Mr. Landy is entitled under benefit plans maintained by the Company as
provided in the Landy Agreement, and subject to a customary release and
separation agreement being executed by Mr. Landy, will be entitled to receive
any unpaid cash bonus payable for any completed prior year and an amount equal
to three (3) times (or, in the case of Mr. Landy's termination due to death or
Disability, one (1) times) the sum of (i) Mr. Landy's base salary as in effect
for the calendar year in which the termination occurs plus (ii) the average of
the annual cash bonus amounts earned by Mr. Landy over the three (3) year period
immediately preceding the year in which Mr. Landy's termination occurs. Such
amounts described in (i) and (ii) shall be paid under the Landy Agreement in
thirty-six (36) equal monthly installments (or twelve (12) equal monthly
installments in the event of termination due to Mr. Landy's disability or
death), except upon a termination at or within twenty-four (24) months after a
change of control of the Company. Further, any unvested stock options or
time-based equity or equity-based awards granted or issued to Mr. Landy prior to
the date of termination shall vest ratably over the thirty-six (36) month period
immediately following the date of termination (or, in the case of Mr. Landy's
termination due to death or Disability, ratably over the twelve (12) month
period immediately following his termination due to death or Disability) as if
Mr. Landy remained fully employed for such period. The foregoing amounts,
excluding accrued but unpaid compensation and any nonforfeitable benefits to
which Mr. Landy is entitled under benefit plans maintained by the Company as
provided in the Landy Agreement, are collectively referred to herein as the
"Landy Termination Benefit".
If Mr. Landy's employment is terminated by the Company for cause or Mr. Landy
terminates his employment without good reason, he shall not be entitled to
receive the Landy Termination Benefit and shall only receive accrued but unpaid
compensation and any nonforfeitable benefits to which Mr. Landy is entitled
under benefit plans maintained by the Company as provided in the Landy Agreement
through the date of termination.
The Landy Agreement also provides that in the event Mr. Landy's employment is
terminated at or within twenty-four (24) months following the consummation of a
change of control of the Company, either by the Company or its successor
(including as a result of the Company's or its successor's decision not to renew
the Landy Agreement at the end of the applicable term), or due to Mr. Landy's
death or disability, or by Mr. Landy for good reason, and Mr. Landy would
otherwise be entitled to receive the Landy Termination Benefit described above
as a result of such termination of his employment, then Mr. Landy shall be
entitled to receive a single lump payment of the Landy Termination Benefit not
later than sixty (60) days following the termination, provided that such a
lump-sum payment would be permitted by applicable provisions of the Internal
Revenue Code.
The Landy Agreement also entitles Mr. Landy (and, as applicable, his spouse and
eligible dependents) to certain customary fringe benefits, including vacation,
life insurance and health benefits and the right to participate in the Company's
401(k) retirement plan.
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Anna T. Chew Employment Agreement
On January 11, 2023, the Company entered into an Amended and Restated Employment
Agreement ("Chew Agreement") with Anna T. Chew, Executive Vice President and
Chief Financial Officer, effective as of January 1, 2023. The Chew Agreement has
an initial term of three years and will be renewed automatically thereafter for
additional successive one (1) year terms commencing on the third anniversary and
each subsequent anniversary of the Effective Date unless otherwise terminated
pursuant to the terms of the Chew Agreement. Pursuant to the terms of the Chew
Agreement, Ms. Chew is entitled to receive an annual base salary of $591,000.
Ms. Chew's base salary will be reviewed at least annually by the Compensation
Committee and may be increased (but not decreased) in its discretion. Ms. Chew
shall also be eligible to receive an annual cash bonus for any calendar year
under the Chew Agreement with a target value equal to one hundred percent (100%)
of Ms. Chew's base salary as in effect for the calendar year. Such annual cash
bonus shall be based on a combination of corporate/financial metrics and
individual performance goals to be established by the Compensation Committee in
consultation with Ms. Chew. For each year during the term of the Chew Agreement,
Ms. Chew will also be eligible to participate in and receive a long term equity
compensation award under the UMH Properties, Inc. Amended and Restated 2013
Incentive Award Plan or any successor stock or long term equity-based incentive
plan adopted by the Company. Long term equity awards may be provided to Ms. Chew
in the form of stock options, restricted stock units, performance-based
restricted stock units, restricted stock, long-term incentive plan units,
profits interests, and/or other equity or equity-based types of award, as
determined by the Compensation Committee in accordance with plan terms. Any such
equity awards shall be subject to performance-based and time-based vesting
requirements as determined by the Compensation Committee. Performance-based
vesting requirements that the Compensation Committee may elect to utilize for
this purpose may include, without limitation, criteria relating to one or more
of the following: normalized FFO per share growth, total shareholder return,
same property occupancy increase, NOI growth, sale increase, acquisitions,
development of sites (including through any joint ventures), capital raising and
ESG. Awarded equity compensation may also be based in part upon the
performance-based relative shareholder return of the Company as compared to the
MSCI US REIT Index. Equity award amounts shall be reviewed at least annually by
the Compensation Committee and may be increased (but not decreased) in its
discretion.
Under the Chew Agreement, if Ms. Chew's employment is terminated (A) by the
Company other than for cause (as defined in the Chew Agreement), (B) by Ms. Chew
for good reason (as defined in the Chew Agreement), (C) due to non-renewal of
the Chew Agreement by the Company at the end of the applicable term, or (D) due
to Ms. Chew's death or disability, then Ms. Chew, in addition to receiving any
accrued but unpaid compensation and any nonforfeitable benefits to which Ms.
Chew is entitled under benefit plans maintained by the Company as provided in
the Chew Agreement, and subject to a customary release and separation agreement
being executed by Ms. Chew, will be entitled to receive any unpaid cash bonus
payable for any completed prior year and an amount equal to three (3) times (or,
in the case of Ms. Chew's termination due to death or Disability, one (1) times)
the sum of (i) Ms. Chew's base salary as in effect for the calendar year in
which the termination occurs plus (ii) the average of the annual cash bonus
amounts earned by Ms. Chew over the three (3) year period immediately preceding
the year in which Ms. Chew's termination occurs. Such amounts described in (i)
and (ii) shall be paid under the Chew Agreement in thirty-six (36) equal monthly
installments (or twelve (12) equal monthly installments in the event of
termination due to Ms. Chew's disability or death), except upon a termination at
or within twenty-four (24) months after a change of control of the Company.
Further, any unvested stock options or time-based equity or equity-based awards
granted or issued to Ms. Chew prior to the date of termination shall vest
ratably over the thirty-six (36) month period immediately following the date of
termination (or, in the case of Ms. Chew's termination due to death or
Disability, ratably over the twelve (12) month period immediately following her
termination due to death or Disability) as if Ms. Chew remained fully employed
for such period. The foregoing amounts, excluding accrued but unpaid
compensation and any nonforfeitable benefits to which Ms. Chew is entitled under
benefit plans maintained by the Company as provided in the Chew Agreement, are
collectively referred to herein as the "Chew Termination Benefit".
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If Ms. Chew's employment is terminated by the Company for cause or Ms. Chew
terminates her employment without good reason, she shall not be entitled to
receive the Chew Termination Benefit and shall only receive accrued but unpaid
compensation and any nonforfeitable benefits to which Ms. Chew is entitled under
benefit plans maintained by the Company as provided in the Chew Agreement
through the date of termination.
The Chew Agreement also provides that in the event Ms. Chew's employment is
terminated at or within twenty-four (24) months following the consummation of a
change of control of the Company, either by the Company or its successor
(including as a result of the Company's or its successor's decision not to renew
the Chew Agreement at the end of the applicable term), or due to Ms. Chew's
death or disability, or by Ms. Chew for good reason, and Ms. Chew would
otherwise be entitled to receive the Chew Termination Benefit described above as
a result of such termination of her employment, then Ms. Chew shall be entitled
to receive a single lump sum payment of the Chew Termination Benefit not later
than sixty (60) days following the termination, provided that such a lump-sum
payment would be permitted by applicable provisions of the Internal Revenue
Code.
The Chew Agreement also entitles Ms. Chew (and, as applicable, her spouse and
eligible dependents) to certain customary fringe benefits, including vacation,
life insurance and health benefits and the right to participate in the Company's
401(k) retirement plan.
Craig Koster Employment Agreement
On January 11, 2023, the Company entered into an Employment Agreement ("Koster
Agreement") with Craig Koster, Executive Vice President, General Counsel and
Secretary, effective as of January 1, 2023. The Koster Agreement has an initial
term of three years and will be renewed automatically thereafter for additional
successive one (1) year terms commencing on the third anniversary and each
subsequent anniversary of the Effective Date unless otherwise terminated
pursuant to the terms of the Koster Agreement. Pursuant to the terms of the
Koster Agreement, Mr. Koster is entitled to receive an annual base salary of
$425,000. Mr. Koster's base salary will be reviewed at least annually by the
Compensation Committee and may be increased (but not decreased) in its
discretion. Mr. Koster shall also be eligible to receive an annual cash bonus
for any calendar year under the Koster Agreement with a target value equal to
sixty percent (60%) of Mr. Koster's base salary as in effect for the calendar
year. Such annual cash bonus shall be based on a combination of
corporate/financial metrics and individual performance goals to be established
by the Compensation Committee in consultation with Mr. Koster. For each year
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amended and Restated Employment Agreement, dated January 11, 2023
(effective as of January 1, 2023), between UMH Properties Inc. and
Samuel A. Landy
10.2 Amended and Restated Employment Agreement, dated January 11, 2023
(effective as of January 1, 2023), between UMH Properties Inc. and Anna
T. Chew
10.3 Employment Agreement, dated January 11, 2023 (effective as of January
1, 2023), between UMH Properties, Inc. and Craig Koster
10.4 Employment Agreement, dated January 11, 2023 (effective as of January
1, 2023), between UMH Properties, Inc. and Brett Taft
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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UMH PROPERTIES, INC. 
