THIS IS AN IMPORTANT LEGAL DOCUMENT; BY SIGNING IT, YOU GIVE UP IMPORTANT
RIGHTS TO SUE. YOU SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE EFFECT OF
THE RELEASE INCLUDED IN THIS DOCUMENT BEFORE ACTING ON IT. IF YOU DO NOT
UNDERSTAND IT, DO NOT SIGN IT.
EMPLOYMENT TERMINATION AND CONSULTING AGREEMENT
EMPLOYMENT TERMINATION and CONSULTING AGREEMENT and GENERAL RELEASE between
AMREP CORPORATION, an Oklahoma corporation with its executive offices in New York City (the
"Company") and MOHAN VACHANI, Senior Vice President and Chief Financial Officer of the Company
WHEREAS, Employee is a director and officer of the Company and Employee and the Company wish to
arrange for the termination of such relationships; and
WHEREAS, Employee and the Company desire to resolve all issues as to employment benefits to which
Employee is or may be entitled now and in the future, including any and all claims which Employee has or may
have arising out of Employee's employment and/or the termination thereof,
NOW, THEREFORE, in consideration of the mutual promises herein contained, it is agreed as follows:
1. Employment Termination; Resignations.
(a) As of the close of business on April 30, 2001 (the "Termination Date"), Employee's employment by the
Company will terminate for all purposes and Employee will not thereafter be entitled to receive any salary,
benefits or other compensation from the Company, except as set forth herein.
(b) Effective on the Termination Date, Employee shall cease to be: (i) a director and officer of the Company and
all direct and indirect subsidiaries of the Company; (ii) a Trustee of the Trust and Member of the Administrative
Committee of the Retirement Plan for Employees of Amrep Corporation and a Trustee and Member of the
Administrative Committee of the Amrep Corporation Employees Stock Ownership Plan; and (iii) a Manager of
Management, L.L.C., a Delaware limited liability company, and this Agreement shall constitute E