Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers, Compensatory Arrangements of Certain
           Officers.

On February 1, 2018, City Office REIT, Inc. (the "Company"), through a wholly-owned subsidiary, entered into an amended and restated employment agreement (collectively, the "Employment Agreements") with each of James Farrar, the Company's Chief Executive Officer, Greg Tylee, the Company's President and Chief Operating Officer, and Anthony Maretic, the Company's Chief Financial Officer, Secretary and Treasurer.

The Company's board of directors (the "Board"), upon the recommendation of the Compensation Committee of the Board (the "Compensation Committee"), approved the terms of the Employment Agreements. The Employment Agreements are effective as of January 1, 2018 and are effective until terminated. Pursuant to the terms of the employment agreements, Messrs. Farrar and Tylee each will be paid an initial annual base salary of $400,000 and Mr. Maretic will be paid an initial annual base salary of $250,000. In addition, each of Messrs. Farrar, Tylee and Maretic will be eligible to receive an annual bonus based on the achievement of performance goals that are established by the Board or the Compensation Committee. The executives will also continue to be eligible to participate in the Company's equity incentive plan pursuant to which they may be entitled to receive restricted stock units, options or other equity awards as determined by the Compensation Committee.

In the event an executive is terminated without cause, the executive will receive a single cash payment equal to the sum of (i) the executive's annual base salary on the date his employment terminates, (ii) the average annual cash bonus paid to the executive for the previous two years and (iii) the average amount granted to the executive under the Company's equity incentive plan for the previous two years. In addition, if the executive resigns for good reason following a change in control of the Company, the executive shall receive a single cash payment equal to the sum of (i) two times the executive's annual base salary on the date the change in control occurs, (ii) two times the average annual cash bonus paid to the executive for the previous two years and (iii) two times the average amount granted to the executive under the Company's equity incentive plan for the previous two years.

The foregoing description of the Employment Agreements is not complete and is qualified in all respects by reference to the respective Employment Agreements filed as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.






Exhibit
Number                                    Description

10.1           Executive Employment Agreement, dated February 1, 2018, by and
             between City Office Management Ltd. and James Farrar

10.2           Executive Employment Agreement, dated February 1, 2018, by and
             between City Office Management Ltd. and Gregory Tylee

10.3           Executive Employment Agreement, dated February 1, 2018, by and
             between City Office Management Ltd. and Anthony Maretic

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