AMENDMENT NO. 1
EXECUTIVE EMPLOYMENT AGREEMENT
CITY OFFICE REIT, INC.
This Amendment No. 1 (the Amendment), dated as of July 31, 2019, to the Executive Employment Agreement (the Agreement) between City Office Management Ltd. (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 Board of Directors (the Board) of the REIT appointed a Special Committee of Independent Directors (the Committee) on May 2, 2018 to consider the terms and provisions of an administrative services agreement between the REIT and the general partner of a new fund sponsored by certain of the Companys executive officers;
WHEREAS, on August 1, 2018, after considering and discussing fully the REITs obligations under a proposed administrative services agreement between the REIT and the general partner of a new fund (the ASA) and the arrangements with respect to the new fund, including conflicts of interest with respect thereto, the Committee approved the form, terms and provisions of the ASA;
WHEREAS, on July 30, 2019, the Committee approved the form, terms and provisions of a revised draft of the ASA and authorized John McLernon, Chairman of the Board, or John Sweet, an independent member of the Board, to execute the ASA on behalf of the REIT at such time as he deems advisable;
WHEREAS, in connection with the execution of ASA, 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:
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Section 15(b) is hereby amended and restated in its entirety as follows:
The covenant against competition herein described shall apply until the termination of the Executives employment as provided herein and until the earlier of (i) six months after such termination or (ii) a Change in Corporate Control (the Restriction Period). During the Restriction Period the Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or