Employment Agreement (2014)Full Document 

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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) by and between PHYSICIANS REALTY TRUST, a Maryland trust, (the “Company”), and JOHN T. THOMAS (the “Executive”) is entered into this 6th day of May, 2014, but effective as of the 24th day of July, 2013 (the “Effective Date”).


WHEREAS, the Company and the Executive entered into an Employment Agreement (the “Original Agreement”) dated the Effective Date, providing for the Executive’s employment and setting forth the terms and conditions for such employment; and


WHEREAS, the Company and the Executive desire to amend and restate the Original Agreement to provide for certain changes to the terms and conditions of the Executive’s employment by the Company, as reflected in this Agreement.


NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:


1.                                      EMPLOYMENT


The Company hereby agrees to employ the Executive as its President and Chief Executive Officer (the “CEO”) upon the terms and conditions herein contained, and the Executive hereby agrees to accept such employment and to serve in such position. As CEO, the Executive will have those duties which can reasonably be expected to be performed by a person in such position and shall undertake such other responsibilities as may be assigned to the Executive by the Company’s Board of Trustees from time to time. For purposes of this Agreement, all references to the “Board” shall mean the Board of Trustees, excluding the Executive. In such capacity, the Executive shall report to the Company’s Board and shall have such powers and responsibilities consistent with his position as may be assigned. The Company agrees to nominate the Executive to be a member of the Board and any Executive Committee (or similar Committee) of the Board for the Employment Term (as defined below) at the next regularly scheduled meeting of the Board that occurs after the Effective Date of this Agreement. Throughout the Employment Term, the Executive shall devote his best efforts and all of his business time and services to the business and affairs of the Company.


2.                                      TERM OF AGREEMENT


Subject to earlier termination as herein provided, the Executive’s employment under this Agreement shall begin on the Effective Date and shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”). The Agreement will automatically renew, subject to earlier termination as herein provided, for successive one (1) year periods (the “Additional Terms”), unless either the Executive or the Company provide notice of non-renewal at least sixty (60) days prior to the expiration of the Initial Term or the then Additional Term, whichever is applicable. The Initial Term and any Additional Term(s) shall be referred to collectively as the “Employment Term.”


Notwithstanding the foregoing, the Company shall be entitled to terminate this Agreement immediately, subject to a continuing obligation to make any payments required under Section 5 below, if the Executive (i) incurs a Disability as described in Section 5(b), (ii) is terminated for Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment without Good Reason (as defined below) during the Employment Term, as described in Section 5(d).



3.                                      SALARY AND BONUS.


The Executive shall receive a base salary during the Employment Term at a rate of $300,000 per annum for 2013 (the “Base Salary”), payable in substantially equal semi-monthly installments. The Compensation Committee of the Board shall consult with the CEO and review the Executive’s Base Salary at annual intervals, and may increase the Executive’s annual Base Salary from time to time as the Committee deems to be appropriate.


Subject to Section 12, the Executive will have an annual cash bonus opportunity for each calendar year during the Employment Term (the “Annual Bonus”) based upon performance goals that are established by the Board or the Compensation Committee of the Board, as the case may be, in its sole discretion.  In the event an Annual Bonus is payable pursuant to this Section 3, such bonus shall be paid to the Executive no later than March 15th of the year after the year to which the bonus relates.


On or as soon as administratively practicable after the date of an Initial Public Offering (as defined below) (but in no event later than sixty (60) days after the date of an Initial Public Offering), the Executive shall receive a grant of restricted shares of the Company’s common shares having a value of $1,000,000 based on the public offering price per share of the Company’s common shares offered for sale at the Initial Public Offering (the “Restricted Shares”). The Restricted Shares shall be subject to the restrictions set forth in the restricted share agreement between the Company and the Executive and the terms of an equity incentive plan adopted by the Company prior to the grant of the Restricted Shares (the “Plan”). The Restricted Shares shall vest over a three-year period, with one-third of the Restricted Shares vesting equally on the first, second, and third anniversary of the Effective Date, subject to any forfeiture or acceleration provisions set forth in the restricted share agreement and the Plan. For purposes of this Agreement, “Initial Public Offering” means any underwritten sale of the Company’s equity securities pursuant to an effective registration statement under the Securities Act of 1933 filed with the Securities and Exchange Commission on Form S-1 or any other eligible form (or a successor form thereto adopted by the Securities and Exchange Commission).

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