Essential Properties Realty Trust Inc.
10/07/2024 | Press release | Distributed by Public on 10/07/2024 14:19
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 October 3, 2024, Essential Properties Realty Trust, Inc. (the "Company") entered into an amended and restated employment agreement (the "Amended and Restated Employment Agreement") with Mark E. Patten, Executive Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of the Company, effective as of October 3, 2024.
The Amended and Restated Employment Agreement provides for an initial term through December 31, 2028, with automatic one-year extension periods absent prior written notice electing not to extend Mr. Patten's employment by the Company or Mr. Patten. During the employment term, Mr. Patten will receive a base salary at an annual rate of not less than $520,000 ("Base Salary"). For each fiscal year during the term of the Amended and Restated Employment Agreement, Mr. Patten will be eligible to receive an annual performance bonus (the "Annual Performance Bonus") with a minimum target annual bonus equal to 125% of Base Salary. The amount of the Annual Performance Bonus earned for any year will be determined based upon the achievement of annual performance targets as established by the Compensation Committee of the Board of Directors (the "Compensation Committee"). During the term of the Amended and Restated Employment Agreement and subject to the approval of the Compensation Committee, Mr. Patten will continue to be eligible to participate in the Company's annual long-term incentive program (in such form and with such terms as determined by the Compensation Committee in its sole discretion) in respect of each fiscal year during the term.
If Mr. Patten's employment is terminated during the term of the Amended and Restated Employment Agreement (i) by the Company without "Cause" or (ii) by Mr. Patten for "Good Reason" (each, as defined in the Amended and Restated Employment Agreement), Mr. Patten will be entitled to receive: (a) accrued benefits; (b) an amount equal to one times the sum of (x) his Base Salary plus (y) the average Annual Performance Bonus actually paid to him for the three years prior to the year in which the date of termination occurs; provided, however, that if the date of termination occurs during the 24 months following a Change in Control (as defined in the Amended and Restated Employment Agreement) (the "CIC Period"), an amount equal to two times the sum of (x) his Base Salary plus (y) the target Annual Performance Bonus for the year in which the date of termination occurred, payable in equal installments over 12 months (or over 24 months if the termination occurs during the CIC Period); (c) a pro rata Annual Performance Bonus, based on actual performance (or at target if the termination occurs during the CIC Period) and prorated for the portion of the fiscal year Mr. Patten was employed prior to the date of termination; (d) up to 12 months of continued health care coverage; and (e) the vesting of any outstanding awards granted under any equity plans, with such awards to be payable within 60 days following the date of termination.
Mr. Patten's Amended and Restated Employment Agreement includes 12-month restrictive covenants regarding non-competition and non-solicitation following its termination as well as confidentiality and non-disparagement obligations.