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

Summary

Hudson Pacific Properties, Inc. has established a compensation program for its non-employee directors. Directors receive 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. The program also provides for a one-time restricted stock grant upon the company's initial public offering and annual restricted stock grants thereafter, both vesting over three years if the director continues to serve. Payments and grants are made quarterly or annually, as specified.

EX-10.63 2 hpp20121231ex1063.htm REVISED NON-EMPLOYEE DIRECTOR COMPENSATION HPP 2012.12.31 EX 10.63

Exhibit 10.63

Hudson Pacific Properties, Inc.

Revised Non-Employee Director Compensation Program

Cash Compensation



Board Service
Annual Retainer:	$60,000
Committee Service
Audit Committee:
Chair Annual Retainer:	$15,000
Committee Member (Non-Chair) Retainer:	$7,500
Compensation Committee:
Chair Annual Retainer:	$10,000
Committee Member (Non-Chair) Retainer:	$5,000
Nominating and Corporate Governance Committee:
Chair Annual Retainer:	$7,500
Committee Member (Non-Chair) Retainer:	$4,000
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



Initial IPO Restricted Stock Grant:	One-time grant of restricted stock with a value of $100,000 granted on the date of the closing of the Corporation's initial public offering (the “IPO Grant”) to non-employee directors serving in such capacity as of the closing of the initial public offering. The IPO Grant will vest in equal one-third installments on the first, second and third anniversaries of the closing of the Corporation's initial public offering, subject to continued service.
Annual Restricted Stock Grant:	Annual restricted stock grants with a value of $75,000 granted on the date of each annual shareholder meeting (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.