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Securities registered pursuant to Section 12(b) of the Act:
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iCommon stock, $0.01 par value per share
iHR
iNew
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2021, Healthcare Realty Trust Incorporated (the “Company”) issued a press release announcing that Julie F. Wilson has been appointed as the Company’s Executive Vice President - Operations effective July 1, 2021. Ms. Wilson is 49 years old and has been employed by the Company since 2001. Since 2012, she has served as the
Company’s Senior Vice President, Leasing and Management managing the Company’s leasing and property management activity. Prior to that, Ms. Wilson served in various capacities on the Company’s investments and operations teams.
The Company is entering into an Amended and Restated Employment Agreement with Ms. Wilson that will be effective on July 1, 2021 (the “Employment Agreement”). The initial term of the Employment Agreement ends December 31, 2021 and will automatically renew for successive one-year terms.
The
Employment Agreement provides for an annual base salary of $450,000 and other benefits generally available to officers of the Company. Ms. Wilson is eligible to participate in the Company’s incentive programs that provide for cash and equity incentives.
The Employment Agreement may be terminated for a variety of reasons, including: for cause, not for cause, voluntarily by Ms. Wilson, death, disability, constructively, or following a change in control. In all cases, Ms. Wilson would receive all accrued salary, bonus compensation that has been awarded but not yet paid, benefits under plans of the Company, including defined contribution or health and welfare
plans, accrued vacation pay and reimbursement of appropriate business expenses.
In the case of a termination other than for cause, including a constructive termination, Ms. Wilson would also receive full vesting of any restricted stock awards and severance compensation equal to her base salary for a period of 18 months and two times (i) the average annual bonus compensation, if any, that she earned in the two years immediately preceding the date of termination or (ii) $360,000, whichever is greater. She would also be paid a pro-rated portion of the bonus and/or equity compensation that she would have earned for a given period in which the termination occurs.
In the event that the Employment Agreement is terminated in connection with a “change-in-control”, Ms. Wilson would receive severance compensation equal to: (a) three times her annual
base salary, plus (b) the greater of two times: (i) the average annual bonus compensation, if any, that she earned in the two years immediately preceding the date of termination; and (ii) $720,000, plus (c) a pro-rated portion of the bonus and/or equity compensation that she would have earned for a given period in which the termination occurs.
The Company has agreed to indemnify Ms. Wilson for certain liabilities arising from actions taken within the scope of her employment. The Employment Agreement contains restrictive covenants pursuant to which Ms. Wilson has agreed not to compete with the Company during the period of employment and any period following termination of her employment during which she is receiving severance payments, except
that in the event of a change-in-control of the Company, the restrictive period shall be for one year.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.