Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 30, 2020, Howard S. Hirsch, Chief Legal Officer and Secretary of
Griffin Capital Essential Asset REIT, Inc. (the "Company"), resigned from his
positions with the Company, effective January 29, 2021 (the "Severance Date").
Immediately following the Severance Date, Mr. Hirsch will join Griffin Capital
Company, LLC ("GCC"), which provides certain operational and administrative
services to the Company pursuant to that certain Administrative Services
Agreement, dated as of December 14, 2018 (the "Services Agreement"). While
employed by GCC, Mr. Hirsch will continue to provide certain consulting and
advisory services to the Company pursuant to the Services Agreement.
In accordance with the terms of the Employment Agreement, dated December 14,
2018, by and between Mr. Hirsch, the Company and certain of its subsidiaries
(the "Employment Agreement"), subject to Mr. Hirsch timely executing and not
revoking the release in the form attached to the Employment Agreement, the
Company will: (i) pay Mr. Hirsch a lump sum severance payment equal to 1.5 times
the sum of his base salary plus the average of his annual incentive bonus paid
for 2019 and his 2020 target incentive bonus; (ii) pay Mr. Hirsch a pro-rated
portion of his annual incentive bonus earned with respect to the 2021 calendar
year through January 29, 2021; (iii) pay Mr. Hirsch a lump sum payment equal to
18 months of the employer portion of the cost coverage under the Company's group
medical plan for Mr. Hirsch and his dependents at the level in effect on the
Severance Date; and (iv) pay or reimburse Mr. Hirsch for any accrued or vested
benefits or compensation to which he is entitled under equity compensation,
retirement, welfare and fringe benefits or other employee benefits or the
Company's Executive Deferred Compensation Plan. Mr. Hirsch's incentive awards
will be vested or forfeited in accordance with the terms thereof. Mr. Hirsch
will be subject to certain post-termination confidentiality, cooperation and
non-disparagement restrictions and obligations. Mr. Hirsch will also receive
payment for his base salary through January 29, 2021 and his annual incentive
bonus earned with respect to the 2020 calendar year, to be paid in accordance
with the Company's policies and regular payroll practices, as well as payment
for any reimbursement due to him for business expenses incurred in connection
with carrying out his duties on behalf of the Company on or before the Severance
Date.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses