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Washington, D.C.  20549

Form 8-K


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 28, 2012 (November 21, 2012)

Blue Ridge Real Estate Company

Big Boulder Corporation

(Exact Name of Registrant Specified in Charter)


0-28-44 (Blue Ridge)

24-0854342 (Blue Ridge)


0-28-43 (Big Boulder)

24-0822326 (Big Boulder)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

P. O. Box 707, Blakeslee, Pennsylvania                       18610-0707

(Address of Principal Executive Offices)                                                       (Zip Code)

(570) 443-8433

(Registrant’s telephone number, including area code)

Not Applicable

(Former name and 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:

[ ]    Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On November 21, 2012, Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Companies”) entered into an employment agreement (the “Agreement”) with Mr. Bruce Beaty, effective January 1, 2013 (the “Effective Date”), pursuant to which Mr. Beaty serves as President of the Companies. The Agreement expires December 31, 2013 (the “Initial Term”), unless the Agreement is terminated earlier pursuant to termination provisions of the Agreement (as defined below).  Thereafter, the Agreement continues on an “at will” basis after the expiration of the Initial Term, on the same economic terms as provided during the Initial Term unless the Company and Executive agree otherwise.  The Initial Term of the Agreement is hereinafter referred to as the “Employment Period.”  Until the Effective Date, Mr. Beaty will continue to be employed by the Company as President pursuant to the employment agreement, effective as of January 1, 2012, a copy of which was filed with the Companies’ Current Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2012.

In accordance with the Agreement, Mr. Beaty will receive a $130,000 base annual salary as compensation for his services and a bonus of not less than $35,000 in a single sum payable (i) on January 2, 2014 provided Mr. Beaty’s employment is continuous with the Companies through December 31, 2013 or (ii) if Mr. Beaty is involuntarily terminated without Cause (as defined below) or terminates his employment for Good Reason (as defined below) prior to December 31, 2013, on the effective date of such termination.  During the Employment Period, Mr. Beaty is also eligible to participate in the Companies’ 401(k) plan as provided by the Companies’ to their employees on the same terms and conditions as offered to other employees.  The Companies have agreed to reimburse Mr. Beaty for health care costs incurred under his existing personal health insurance policy (family coverage), with such reimbursement to be made on an after-tax basis during the Employment Period.

During the Employment Period, Mr. Beaty will perform such duties and fulfill such assignments as may be assigned by the Board of Directors or its designee and devote a majority of his time, energy, attention and skill to the performance of his duties and to the promotion and advancement of the Companies’ business and interests.  The Agreement provides that Mr. Beaty may perform substantially all of his duties from his residential office in Greenwich, Connecticut, except, where required, to attend meetings elsewhere or as otherwise directed.

Mr. Beaty’s employment with the Companies may be terminated: (i) by either party at the expiration of the Employment Period unless extended by agreement of the parties upon notice; (ii) by the Companies for Cause; (iii) upon Mr. Beaty’s death; or (iv) for any other reason provided that three (3) months’ notice is given prior to the date of termination of employment.  If Mr. Beaty’s employment with the Company is not extended beyond the Employment Period, such termination shall not constitute a termination “for any other reason” as set forth in the Agreement.  

In the Agreement, “Cause” is defined as: (i) a willful and material breach of any provision of the Agreement and/or the continued failure to perform substantially his employment duties (other than failure resulting from incapacity due to physical or mental illness and excluding failure after reasonable efforts to meet performance expectations) after the Companies provide written notice of such failure constituting cause and such failure continues uncorrected for at least 30 days following the notice; (ii) acts involving dishonesty, disloyalty, fraud or material misrepresentation adversely affecting the Companies or their affiliates; (iii) gross negligence in performance of duties; (iv) conviction of a crime involving the commission of a felony or criminal act; (v) engaging in actions involving willful misconduct that adversely affect the Companies or any of their affiliates; and (vi) failure to follow the lawful instructions of the Board or its designees after written notice thereof.


Mr. Beaty may terminate his employment with the Companies for Good Reason.  In the Agreement, “Good Reason” is defined as the occurrence of any of the following events, if not cured by the Companies within 30 days from receipt of written notice from Mr. Beaty: (i) a diminution or reduction of Mr. Beaty’s position or authority; (ii) a reduction in Mr. Beaty’s base salary in effect at that time; or (iii) a requirement to render substantially all of his services other than from his residence location.

The foregoing is only a summary of the Agreement and is qualified in its entirety by the text of the Agreement.  You are urged to read the Agreement in its entirety for a more complete description of the terms and conditions of the Agreement.  A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01   

Financial Statements and Exhibits.



Exhibit No.



Employment Agreement effective January 1, 2013 between Blue Ridge Real Estate Company, Big Boulder Corporation and Bruce Beaty.

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.








Date:  November 28, 2012


/s/ Cynthia A. Van Horn



Cynthia A. Van Horn


Chief Financial Officer and Treasurer




Exhibit Index

Exhibit No.



Employment Agreement effective January 1, 2013 between Blue Ridge Real Estate Company, Big Boulder Corporation and Bruce Beaty.