Hudson Pacific Properties Inc.

11/22/2024 | Press release | Distributed by Public on 11/22/2024 15:05

Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Employment Agreements
On November 18, 2024, the Company entered into Amended and Restated Employment Agreements with the following named executive officers: Victor J. Coleman, Mark T. Lammas, Harout Diramerian and Arthur X. Suazo (collectively, the "Executives").
The terms and conditions of the amended employment agreements are the same as in the prior employment agreements, except that:
•Each agreement is effective as of January 1, 2025 and expires on the fifth anniversary of the effective date, unless earlier terminated, and is subject to automatic one-year renewal terms unless either party gives timely written notice of termination.
•If the Executive's employment is terminated by us without "cause" or by the Executive for "good reason" (each, as defined in the amended employment agreements), in either case, on or within two years after a "change in control" (as defined in the Company's 2010 Incentive Award Plan), then the Executive will be entitled to receive a lump-sum cash payment in an amount equal to the dollar-denominated value of the most recent time-based annual equity award granted to the Executive prior to the date of termination (the "equity value"), pro-rated to reflect time employed in the year of termination. For Messrs. Coleman, Lammas and Diramerian, if the termination date occurs on or prior to December 31, 2025, the equity value (from which to calculate the pro-ration) will be equal to $4,000,000, $1,750,000 and $625,000, respectively.
•Under the agreements for Messrs. Lammas, Diramerian and Suazo, the period for being eligible to receive change in control severance benefits will be within two years (rather than one year) after a change in control.
The foregoing description of the amended employment agreements for Messrs. Coleman, Lammas, Diramerian and Suazo is not complete and is subject to and qualified in its entirety by the terms of the amended employment agreements, copies of which will be filed as exhibits to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.