Empire State Realty Trust Inc.

09/23/2024 | Press release | Distributed by Public on 09/23/2024 06:44

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.

On September 17, 2024, prior to the October 7, 2024 expiration of the Second Amended and Restated Employment Agreement between Empire State Realty Trust, Inc. (the "Company") and Anthony E. Malkin (the "Executive"), dated October 6, 2021 (the "Prior Agreement"), upon a recommendation from the Compensation Committee of the Board of Directors (the "Board") of the Company, the Board approved a Third Amended and Restated Employment Agreement between the Company and the Executive (the "New Agreement"). The New Agreement extends the Executive's employment term for three years to October 7, 2027 (the "Current Term") and commencing with the expiration of the Current Term, shall automatically be renewed for additional consecutive one (1) year periods, subject to either party providing to the other party notice of non-renewal at least thirty (30) days prior to the expiration of the then-current employment term. The New Agreement also modifies the Prior Agreement to, among other changes:

· Provide that, unless otherwise agreed by the parties, a failure by the Company to renew the Current Term or any subsequent term shall be deemed to be a termination of the Executive's employment without Cause (as defined in the New Agreement);
· Reflect the Executive's current position as Chairman and Chief Executive Officer;
· Reflect the Executive's current base salary; and
· Provide the Executive with a retention bonus to incentivize the Executive to remain employed through October 7, 2027 in the amount of $1,000,000 to be paid within thirty (30) days of October 7, 2027 or upon termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (such terms, as defined in the New Agreement).

The foregoing summary of the New Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by this reference.