AMENDED AND RESTATED
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 Executives 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 Executives 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:
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 Companys 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 Companys 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 Executives 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).