Hudson Pacific Properties, Inc. Non-Employee Director Compensation Program (Effective October 1, 2014)

Summary

Hudson Pacific Properties, Inc. has established a compensation program for its non-employee directors, effective October 1, 2014. The program provides annual cash retainers for board and committee service, with additional amounts for committee chairs. Directors may choose to receive shares of common stock instead of cash for the board retainer, subject to certain conditions. Additionally, non-employee directors receive annual restricted stock grants that vest over three years, provided they continue their service. The program outlines payment timing and compliance with tax regulations for deferred compensation.

EX-10.81 2 ex1081hpprevisednon-employ.htm EXHIBIT 10.81 EX 10.81 HPP Revised Non-Employee Director Comp Program


Exhibit 10.81
Hudson Pacific Properties, Inc.
Non-Employee Director Compensation Program

Effective October 1, 2014

Cash Compensation

Board Service
 
Annual Retainer:
$65,000
Committee Service
 
Audit Committee:
 
Chair Annual Retainer:
$25,000
Committee Member (Non-Chair) Retainer:
$12,500
Compensation Committee:
 
Chair Annual Retainer:
$15,000
Committee Member (Non-Chair) Retainer:
$7,500
Nominating and Corporate Governance Committee:
 
Chair Annual Retainer:
$10,000
Committee Member (Non-Chair) Retainer:
$7,500
Directors may be permitted to elect to receive vested shares of common stock on a current or deferred basis in lieu of Board Annual Retainer cash compensation in accordance with the terms and conditions of an applicable Director stock plan (if and when implemented by the Company) and, in the case of deferred shares, in accordance with Internal Revenue Code Section 409A.

Board Service and Committee Service Annual Retainers will be paid or granted (as applicable) quarterly in arrears promptly following the end of the applicable calendar quarter, but in no event more than thirty days after the end of such quarter.

Equity Compensation

Annual Restricted Stock Grant:
Annual restricted stock grants with a value of $90,000 granted on the date of each annual shareholder meeting commencing with the annual shareholder meeting in 2015 (the “Annual Grant”). Each Annual Grant will vest in equal one-third installments on the first, second and third anniversaries of the date of grant, subject to continued service.