AMENDMENT NO. 2
EXECUTIVE EMPLOYMENT AGREEMENT
CITY OFFICE REIT, INC.
This Amendment No. 2 (the Amendment), dated as of August 4, 2021, to the Executive Employment Agreement (the Agreement) between City Office Management ULC (the Company), a wholly-subsidiary of City Office REIT, Inc. (the REIT), and Mr. James Farrar, as Chief Executive Officer of the REIT, dated as of February 1, 2018, is entered into by the Company pursuant to Section 17 of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections of the Agreement.
WHEREAS, the Committee determined that it is advisable and in the best interest of the REIT that the Agreement between the Company and Mr. Farrar, as Chief Executive Officer, be amended as set forth below in order to clarify certain provisions of the Agreement;
NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Mr. Farrar hereby agree as follows:
1.01 Amendment of Agreement. The Agreement is hereby amended as follows:
Section 9(c) is hereby amended and restated in its entirety as follows:
Voluntary Termination by the Executive without Good Reason. If the Executive resigns or otherwise voluntarily terminated his employment (other than for Good Reason), the Executive shall be entitled to receive, and the Company shall pay or provide the Executive, the Accrued Obligations but shall not be entitled to receive any other compensation or benefits on or after the date of termination, other than as expressly set forth in Section 9(d).
Section 9(d) is hereby amended and restated in its entirety as follows:
Death or HRC Disability. (i) If the Executive dies before the termination of the Executives employment as provided herein, the Executives surviving spouse or if there is no surviving spouse, the Executives estate, shall be entitled to receive, and the Company shall pay or provide the Executives surviving spouse or if there is no surviving spouse, the Executives estate, the Accrued Obligations. In addition, if the administrator of the Executives estate provides a release and waiver of claims in a form reasonably prescribed by the Company, outstanding options, restricted stock units and other awards granted under the Plan shall become fully vested and, in the case of options, exercisable, in whole or in part, notwithstanding the terms of the Plan relating to the vesting of awards. (ii) If the Executive becomes unable to perform his employment obligations as a result of a Disability which cannot be reasonably accommodated in accordance with obligations